Form 8-K

8-K — ASURE SOFTWARE INC

Accession: 0001104659-26-116616

Filed: 2026-10-16

Period: 2026-10-15

CIK: 0000884144

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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):

October 15, 2026

ASURE SOFTWARE, INC.

(Exact name of registrant as specified

in its charter)

Delaware

1-34522

74-2415696

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

405 Colorado Street, Suite 1800 Austin,

Texas

78701

(Address of principal executive offices)

(Zip Code)

512-437-2700

(Registrant’s Telephone Number,

including Area Code)

None

(Former address)

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

ASUR

The Nasdaq Capital Market

Series A Junior Participating Preferred Share Purchase Rights

N/A

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2

of this chapter).

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.

On October 15, 2026, Asure Software, Inc. (the “Company”)

entered into a Credit Agreement (the “Credit Agreement”) dated October 15, 2026, by and among the Company as the Borrower,

certain subsidiaries of the Company as Guarantors, MUFG Bank, LTD (“MUFG”), as administrative agent, and the lenders from

time to time party thereto (such lenders collectively with MUFG, the “Lenders”).

Under the Credit Agreement, the Company may borrow

up to $115 million from the Lenders (the “Senior Credit Facility”), comprising a (i) $85.0 million (the “Initial

Loan Balance”) term loan facility, all of which was drawn by the Company on October 15, 2026 (the “Closing Date”), (ii) $10.0

million five-year revolving credit facility (the “Revolving Facility”), and (iii) $20.0 million delayed-draw term loan facility

(the “DDTL Facility”). After the Closing Date, the Company is permitted to incur (a) additional term loans under a new term

facility to be included in the Senior Credit Facility and/or (b) increases in the Revolving Credit Facility, in an aggregate principal

amount not to exceed $30 million, subject to the terms and conditions set forth in the Credit Agreement. As of the date hereof, the Company

has not drawn any amounts under the Revolving Facility or the DDTL Facility, and no letters of credit have been issued under the Credit

Agreement.

The Company will begin to make principal payments on the Initial Loan

Balance in quarterly installments beginning on April 1, 2027, such that 2.5% of the Initial Loan Balance will be paid in the first year,

5.0% of the Initial Loan Balance will be paid in each of the second and third year, and 7.5% of the Initial Loan Balance will be paid

in each of the fourth and fifth year, with the last payment being made on October 1, 2031, and the remaining Initial Loan Balance paid

on the October 15, 2031 (the “Maturity Date”). The Company may, upon notice to MUFG pursuant to the Credit Agreement, voluntarily

prepay amounts loaned under the Credit Agreement in whole or in part without premium or penalty, subject to certain conditions set forth

therein.

Subject to the conditions set forth in the Credit

Agreement, the Revolving Facility is available through October 15, 2031 and the DDTL Facility is available through October 15, 2028.

The interest rates that the Company will be charged

under the Senior Credit Facility is generally equal to the Term SOFR (as defined in the Credit Agreement’) plus the Applicable

Rate (as defined in the Credit Agreement) or, at the the Company’s option, the Base Rate (as defined in the Credit Agreement ) plus

the Applicable Rate. The Applicable Rate generally adjusts quarterly based on the Company’s Consolidated Net Leverage Ratio. With

respect to Term SOFR loans, the Borrower may select interest periods of one, three or six months. For the Initial Loan Balance, the Company

selected a three month interest period for Term SOFR. The Initial Loan Balance is a Term SOFR Loan and the interest rate to be charged

during the initial three month interest period is 7.04249%, calculated on the basis of a year of 360 days and actual days elapsed, reflecting

a rate based on Term SOFR plus three percent (3.00%), as provided in the Credit Agreement.

The Company is subject to customary events of default as described

in the Credit Agreement, including insolvency of the Company, breaches of certain covenants and representations and warranties, and failures

to pay. In such event, and for so long as it continues, the outstanding loan balance will bear interest at a rate per annum, subject to

certain exceptions set forth in the Credit Agreement, (i) equal to two percent (2.00%) in excess of the rate otherwise applicable thereto,

and (ii) with respect to any loan for which a rate is not specified or available, a rate per annum equal to the Base Rate (as defined

in the Credit Agreement), plus (a) the Applicable Rate for revolving loans that are Base Rate Loans (as defined in the Credit Agreement),

plus (b) two percent (2.00%), in each case, to the fullest extent permitted by applicable law.

Under the Credit Agreement, the Company

covenants to maintain a (i) Consolidated Net Leverage Ratio (as defined in the Credit Agreement), as tested quarterly, no greater

than 3.50 to 1.00 (subject to certain conditions set forth therein), and (ii) Consolidated Fixed Charge Coverage Ratio (as defined

in the Credit Agreement), as tested quarterly, of not less than 1.25 to 1.00. The Senior Credit Facility is secured by substantially

all of the assets of the Company.

The Company will use the net proceeds of the amounts received at Closing

to (i) repay all of its obligations under the MC Credit Agreement (as defined below) and Note (as defined below), (ii) for the payment

of transaction fees in connection with entry into the Credit Agreement and (iii) Permitted Acquisitions (as defined in the Credit Agreement),

including the acquisition of the assets of the SEUS Seller (as defined below) described in Item 8.01. The Company will use the proceeds

of any amounts loaned after the closing for the payment of consideration in connection with Permitted Acquisitions and working capital

needs.

The foregoing description of the Credit Agreement

does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Credit Agreement,

a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 1.02

Termination of a Material Agreement.

In connection with the entry by the Company into

the Credit Agreement, the Company terminated the Credit, Security and Guaranty Agreement (the “MC Credit Agreement”), by and

among the Company, Asure Operations LLC, Asure Customer & IP Holdco LLC, Asure Payroll Tax Management LLC, Asure Benefits Management

LLC, Asure Treasury Management, LLC, MidCap Financial Trust (“MidCap”) and the lenders thereto and the secured promissory

note (the “Note”) with MidCap, evidencing its obligations under the MC Credit Agreement. In

connection with the termination, the Company paid to MidCap for the benefit of lenders under the MC Credit Agreement an aggregate amount

of approximately $62.6 million (the “Payoff Amount”) in full payment of its outstanding obligations under the MC Credit

Agreement and Note. The Payoff Amount represented approximately $60.2 million outstanding of principal

and interest on the unpaid principal balance, prepayment and termination fees in the amount of $2.4 million and an immaterial amount of

fees and other expenses due to MidCap.

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 is incorporated

herein by reference into this Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities.

October 15, 2026, the Company issued 1,206,141 shares (the “Issued Shares”) of its Common Stock, $0.01 par value (the

“Common Stock”), to the SEUS Seller (as defined below) as part of the purchase price consideration paid in connection with

the acquisition of certain assets owned by the SEUS Seller. The Issued Shares were valued at $8.29 per share, or an aggregate of $10,000,000.

The issuance and sale of the Issued Shares in connection with the acquisition is exempt from the registration requirements of the Securities

Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.

Item 8.01

Other Events.

On October 15, 2026, the Company acquired certain assets of a payroll

processing business primarily located in the southeastern United States (the “SEUS Seller”). The aggregate purchase price

that the Company paid for these assets was $26.5 million, apportioned as follows: (i) $13.5 million in cash at closing; (ii) the

delivery of a promissory note in the amount of $3.0 million, which matures on April 15, 2028 and accrues interest at a rate of three percent

(3.00%); and (iii) the Issued Shares. The purchase price for the acquisition is subject to future adjustments to the purchase price,

including working capital. The information set forth under Item 3.02 is incorporated herein by reference in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1*

Credit Agreement, dated October 15, 2026, by and among Asure Software, Inc. as the Borrower, certain subsidiaries of the Borrower, MUFG Bank, LTD, and the Lender Parties.

104

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

Certain schedules and similar attachments to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplementally a copy of all omitted schedules and attachments to the Securities and Exchange Commission upon its request.

SIGNATURES

Pursuant to the requirements of the Securities

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

authorized.

ASURE SOFTWARE, INC.

Dated: October 15, 2026

By:

/s/ Patrick Goepel

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2627663d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

CREDIT AGREEMENT

Dated as of October 15, 2026

among

ASURE SOFTWARE, INC.,

as the Borrower,

CERTAIN SUBSIDIARIES

OF THE BORROWER PARTY HERETO,

as the Guarantors,

MUFG BANK, LTD.,

as Administrative Agent, Swingline Lender and L/C

Issuer,

and

THE LENDERS PARTY HERETO

************************************************

MUFG BANK, LTD.,

as Sole Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

Page

Article I DEFINITIONS AND ACCOUNTING TERMS

1.01

Defined Terms

1.02

Other Interpretive Provisions

1.03

Accounting Terms

1.04

Rounding

1.05

Times of Day

1.06

Letter of Credit Amounts

1.07

Interest Rates

1.08

UCC Terms

Article II COMMITMENTS AND CREDIT EXTENSIONS

2.01

Loans

2.02

Borrowings, Conversions and Continuations of Loans

2.03

Letters of Credit

2.04

Swingline Loans

2.05

Prepayments

2.06

Termination or Reduction of Commitments

2.07

Repayment of Loans

2.08

Interest and Default Rate

2.09

Fees

2.10

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate

2.11

Evidence of Debt

2.12

Payments Generally; Administrative Agent’s Clawback

2.13

Sharing of Payments by Lenders

2.14

Cash Collateral

2.15

Defaulting Lenders

2.16

Increase in Commitments

Article III TAXES, YIELD PROTECTION AND ILLEGALITY

3.01

Taxes

3.02

Illegality

3.03

Inability to Determine Rates

3.04

Increased Costs

3.05

Compensation for Losses

3.06

Mitigation Obligations; Replacement of Lenders

3.07

Survival

Article IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01

Conditions of Initial Credit Extension

4.02

Conditions to all Credit Extensions

Article V REPRESENTATIONS AND WARRANTIES

5.01

Existence, Qualification and Power

5.02

Authorization; No Contravention

5.03

Governmental Authorization; Other Consents

5.04

Binding Effect

5.05

Financial Statements; No Material Adverse Effect

5.06

Litigation

5.07

No Default

5.08

Ownership of Property

5.09

Environmental Matters

5.10

Insurance

5.11

Taxes

5.12

ERISA Compliance

5.13

Margin Regulations; Investment Company Act

5.14

Disclosure

5.15

Compliance with Laws, Regulatory Required Permits and Material Contractual Agreements

5.16

Solvency

5.17

Casualty, Etc.

5.18

Sanctions Concerns and Anti-Corruption Laws

5.19

Regulatory Matters

5.20

Subsidiaries; Equity Interests; Loan Parties

5.21

Collateral Representations

5.22

Affected Financial Institutions

100

5.23

Covered Entities

101

5.24

Beneficial Ownership Certification

101

5.25

Intellectual Property; Licenses; Etc.

101

5.26

Labor Matters

101

5.27

Designation as Senior Indebtedness

101

5.28

Material Agreements

101

5.29

Outbound Investment Rule

102

5.30

Data Privacy and Cybersecurity

102

5.31

Benefits Administration and ERISA

102

Article VI AFFIRMATIVE COVENANTS

103

6.01

Financial Statements

103

6.02

Certificates; Other Information

104

6.03

Notices

107

6.04

Payment of Obligations

108

6.05

Preservation of Existence, Etc.

108

6.06

Maintenance of Properties

108

6.07

Maintenance of Insurance

109

6.08

Compliance with Laws

110

6.09

Books and Records

110

6.10

Inspection Rights

110

6.11

Use of Proceeds

111

6.12

Covenant to Guarantee Obligations

111

6.13

Covenant to Give Security

111

6.14

Anti-Corruption Laws; Sanctions

112

6.15

Cash Management

112

6.16

Further Assurances

112

6.17

Post-Closing Matters

113

6.18

Compliance with Environmental Laws; Preparation of Environmental Reports

113

6.19

Approvals and Authorizations

113

6.20

Pari Passu Ranking

113

6.21

Material Agreements

113

6.22

Regulatory Matters

113

6.23

Data Privacy and Cybersecurity

114

6.24

Benefits Administration

114

Article VII NEGATIVE COVENANTS

114

7.01

Liens

115

7.02

Indebtedness

116

7.03

Investments

118

7.04

Fundamental Changes

120

7.05

Dispositions

121

7.06

Restricted Payments

122

7.07

Change in Nature of Business

123

7.08

Transactions with Affiliates

123

7.09

Burdensome Agreements

123

7.10

Use of Proceeds

123

7.11

Financial Covenants

124

7.12

Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity; Accounting Changes

124

7.13

Sale and Leaseback Transactions

124

7.14

Sanctions

124

7.15

Anti-Corruption Laws

124

7.16

Payments and Modifications of Subordinated Debt

125

7.17

Amendment, Etc. of Indebtedness

125

7.18

Amendment, Etc. of Material Agreements

125

7.19

Customer Funds Account

125

7.20

Outbound Investment Rule

126

Article VIII EVENTS OF DEFAULT AND REMEDIES

126

8.01

Events of Default

126

8.02

Remedies upon Event of Default

129

8.03

Application of Funds

130

Article IX ADMINISTRATIVE AGENT

131

9.01

Appointment and Authority

131

9.02

Rights as a Lender

132

9.03

Exculpatory Provisions

132

9.04

Reliance by Administrative Agent

133

9.05

Delegation of Duties

134

9.06

Resignation of Administrative Agent

134

9.07

Non-Reliance on Administrative Agent, the Arranger and the Other Lenders

135

9.08

No Other Duties, Etc.

136

9.09

Administrative Agent May File Proofs of Claim; Credit Bidding

136

9.10

Collateral and Guaranty Matters

137

9.11

Secured Cash Management Agreements and Secured Hedge Agreements

138

9.12

Certain ERISA Matters

139

9.13

Recovery of Erroneous Payments

139

Article X CONTINUING GUARANTY

142

10.01

Guaranty

142

10.02

Rights of Lenders

142

10.03

Certain Waivers

143

10.04

Obligations Independent

143

10.05

Subrogation

143

10.06

Termination; Reinstatement

143

10.07

Stay of Acceleration

144

10.08

Condition of Borrower

144

10.09

Appointment of Borrower

144

10.10

Right of Contribution

144

10.11

Keepwell

144

Article XI MISCELLANEOUS

145

11.01

Amendments, Etc.

145

11.02

Notices; Effectiveness; Electronic Communications

147

11.03

No Waiver; Cumulative Remedies; Enforcement

149

11.04

Expenses; Indemnity; Damage Waiver

150

11.05

Payments Set Aside

152

11.06

Successors and Assigns

152

11.07

Treatment of Certain Information; Confidentiality

157

11.08

Right of Setoff

158

11.09

Interest Rate Limitation

159

11.10

Integration; Effectiveness

159

11.11

Survival of Representations and Warranties

159

11.12

Severability

159

11.13

Replacement of Lenders

160

11.14

Governing Law; Jurisdiction; Etc.

161

11.15

Waiver of Jury Trial

162

11.16

Subordination

162

11.17

No Advisory or Fiduciary Responsibility

162

11.18

Electronic Execution; Electronic Records; Counterparts

163

11.19

USA Patriot Act Notice

164

11.20

Acknowledgement and Consent to Bail-In of Affected Financial

Institutions

164

11.21

Acknowledgement Regarding Any Supported QFCs

165

BORROWER PREPARED SCHEDULES

Schedule 5.10

Insurance

Schedule 5.20(a)

Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments

Schedule 5.20(b)

Loan Parties

Schedule 5.21(b)

Intellectual Property

Schedule 5.21(c)

Documents,Instrument, and Tangible Chattel Paper

Schedule 5.21(d)(i)

Deposit Accounts& Securities Accounts

Schedule 5.21(d)(ii)

Electronic Chattel Paper& Letter-of-Credit Rights

Schedule 5.21(e)

Commercial Tort Claims

Schedule 5.21(f)

Pledged Equity Interests

Schedule 5.21(g)

Properties

Schedule 5.28

Material Agreement

Schedule 7.01

Existing Liens

Schedule 7.02

Existing Indebtedness

Schedule 7.03

Existing Investments

ADMINISTRATIVE AGENT PREPARED SCHEDULES

Schedule 1.01(a)

Certain Addresses for Notices

Schedule 1.01(b)

Initial Commitments and Applicable Percentages

Schedule 1.01(e)

Subordinated Existing Holdover Notes

Schedule 6.17

Post-Closing Matters

EXHIBITS

Exhibit A

Form of Administrative Questionnaire

Exhibit B

Form of Assignment and Assumption

Exhibit C

Form of Compliance Certificate

Exhibit D

Form of Joinder Agreement

Exhibit E

Form of Loan Notice

Exhibit F

Form of Permitted Acquisition Certificate

Exhibit G

Form of Revolving Note

Exhibit H

Form of Secured Party Designation Notice

Exhibit I

Form of Solvency Certificate

Exhibit J

Form of Swingline Loan Notice

Exhibit K

Form of Notice of Loan Prepayment

Exhibit L

Form of Officer’s Certificate

Exhibit M

Forms of U.S. Tax Compliance Certificates

Exhibit N-1

Form of Term A Note

Exhibit N-2

Form of DD Term Note

Exhibit O

Form of Landlord Waiver

Exhibit P

Form of Closing Date Certificate

Exhibit Q

Form of Authorization to Share Insurance Information

Exhibit R

Form of Letter of Credit Report

Exhibit S

Form of Notice of Additional L/C Issuer

CREDIT AGREEMENT

This CREDIT AGREEMENT

is entered into as of October 15, 2026, among ASURE SOFTWARE, INC., a Delaware corporation (the “Borrower”),

the Guarantors (defined herein), the Lenders (defined herein), and MUFG BANK, LTD., as Administrative Agent, Swingline Lender

and L/C Issuer.

PRELIMINARY STATEMENTS:

WHEREAS, the Loan Parties

(as hereinafter defined) have requested that the Lenders, the Swingline Lender and the L/C Issuer make loans and other financial accommodations

to the Loan Parties in an aggregate amount of up to $115,000,000.

WHEREAS, the Lenders,

the Swingline Lender and the L/C Issuer have agreed to make such loans and other financial accommodations to the Loan Parties on the terms

and subject to the conditions set forth herein.

NOW THEREFORE, in consideration

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

Article I

DEFINITIONS

AND ACCOUNTING TERMS

1.01            Defined

Terms.

As used in this Agreement,

the following terms shall have the meanings set forth below:

“Acquisition”

means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the Voting

Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar

type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of

such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity

or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person

or of a division, line of business or other business unit of such Person.

“Additional Secured

Obligations” means (a) all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements

and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges

and disbursements of counsel, in each case 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, expenses and fees that accrue after the commencement by

or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in

such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that Additional

Secured Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

“Adjusted Covenant

Period” has the meaning specified in Section 7.11(b).

“Administrative

Agent” means MUFG (or any designated branch offices or affiliates) in its capacity as administrative agent under any of

the Loan Documents, or any successor administrative agent.

“Administrative

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

appropriate, account as set forth on Schedule 1.01(a) with respect to such currency, or such other address or account with

respect to such currency as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative

Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit A or any other form

approved by the Administrative Agent.

“Affected Financial

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

“Affiliate”

means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or

is Controlled by or is under common Control with the Person specified.

“Aggregate Adjustment

Cap” means with respect to the add-backs pursuant to clauses (b)(v), (b)(vi), (b)(vii), (b)(ix)(B) and

(b)(xi) of the definition of Consolidated EBITDA, that the amounts so added back pursuant to such clauses shall not exceed, in any

period, an aggregate amount equal to 30% of Consolidated EBITDA (calculated prior to giving effect to such adjustments and all other permitted

addbacks and adjustments).

“Aggregate Commitments”

means the Commitments of all the Lenders.

“Agreement”

means this Credit Agreement, including all schedules (including the borrower-prepared and administrative agent-prepared schedules attached

hereto), exhibits and annexes hereto.

“Anti-Terrorism

Law” means any Applicable Laws relating to terrorism or terrorism financing, including Executive Order No. 13224, the

laws administered by the OFAC, or similar Laws of the United States or other applicable jurisdictions from time to time in effect.

“Applicable Law”

means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

“Applicable Percentage”

means (a) in respect of the Term A Facility, with respect to any Term A Lender at any time, the percentage (carried out to the ninth

decimal place) of the Term A Facility represented by (i) on or prior to the Closing Date, such Term A Lender’s Term A Commitment

at such time and (ii) thereafter, the outstanding principal amount of such Term A Lender’s Term A Loans at such time, and

(b) in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth

decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitment at such time, subject to adjustment

as provided in Section 2.15, and (c) in respect of the DD Term Facility, with respect to any DD Term Lender at any time,

the percentage (carried out to the ninth decimal place) of the DD Term Facility represented by (i) the sum of (x) at

any time during the Availability Period in respect of such Facility, such DD Term Lender’s DD Term Commitment at such time and

(y) the outstanding principal amount of such DD Term Lender’s DD Term Loans and (ii) thereafter, the outstanding principal

amount of such DD Term Lender’s DD Term Loans at such time. If the Commitment of all of the Lenders to make Loans and the obligation

of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Commitments have

expired, then the Applicable Percentage of each Lender in respect of the applicable Facility shall be determined based on the Applicable

Percentage of such Lender in respect of Facility most recently in effect, giving effect to any subsequent assignments and to any Lender’s

status as a Defaulting Lender at the time of determination. The Applicable Percentage of each Lender in respect of each Facility is set

forth opposite the name of such

Lender on Schedule 1.01(b) or in the Assignment and Assumption pursuant to which such Lender

becomes a party hereto or in any documentation executed by such Lender pursuant to Section 2.16, as applicable.

“Applicable Rate”

means, for any day, the rate per annum set forth below opposite the applicable level then in effect (based on the Consolidated Net Leverage

Ratio), it being understood that the Applicable Rate for (a) Revolving Loans that are Base Rate Loans shall be the percentage set

forth under the column “Base Rate”, (b) Revolving Loans that are Term SOFR Loans shall be the percentage set forth under

the column “Term SOFR & Letter of Credit Fee”, (c) the Letter of Credit Fee shall be the percentage set forth

under the column “Term SOFR & Letter of Credit Fee”, (d) that portion of the Term Loan comprised of Base Rate

Loans shall be the percentage set forth under the column “Base Rate”, (e) that portion of the Term Loan comprised of

Term SOFR Loans shall be the percentage set forth under the column “Term SOFR & Letter of Credit Fee”, and (f) the

Commitment Fee shall be the percentage set forth under the column “Commitment Fee”:

Level

Consolidated Net

Leverage Ratio

Term SOFR &

Letter of Credit Fee

Base Rate

Commitment

Fee

Level 1

< 1.25 to 1.00

2.75%

1.75%

0.350%

Level 2

> 1.25 to 1.00 but

< 2.00 to 1.00

3.00%

2.00%

0.400%

Level 3

> 2.00 to 1.00 but

< 2.75 to 1.00

3.25%

2.25%

0.500%

Level 4

> 2.75 to 1.00

3.50%

2.50%

0.500%

Any increase or decrease in

the Applicable Rate resulting from a change in the Consolidated Net Leverage Ratio shall become effective as of the first (1st) Business

Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that

if a Compliance Certificate is not delivered when due in accordance with Section 6.02(a), then, upon request of the Required

Lenders, pricing level 4 shall apply, in each case as of the first (1st) Business Day after the date on which such Compliance Certificate

was required to have been delivered and in each case shall remain in effect until the first (1st) Business Day following the date on which

such Compliance Certificate is delivered.

Notwithstanding anything to

the contrary contained in this definition, (i) the determination of the Applicable Rate for any period shall be subject to the provisions

of Section 2.10(b) and (ii) the initial Applicable Rate shall be set at pricing level 2 until the first (1st) Business

Day immediately following the date a Compliance Certificate is delivered to the Administrative Agent pursuant to Section 6.02(a) for

the first full fiscal quarter to occur following the Closing Date. Any adjustment in the Applicable Rate shall be applicable to all Credit

Extensions then existing or subsequently made or issued.

The Applicable Rate set forth

above shall be increased as, and to the extent, required by Section 2.16.

“Applicable Revolving

Percentage” means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage

in respect of the Revolving Facility at such time.

“Appropriate Lender”

means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan

under such Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any

Letters of Credit have been issued pursuant to Section 2.03, the Revolving Lenders and (c) with respect to the Swingline

Sublimit, (i) the Swingline Lender and (ii) if any Swingline Loans are outstanding pursuant to Section 2.04(a),

the Revolving Lenders.

“Approved Fund”

means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate

of an entity that administers or manages a Lender.

“Arranger”

means MUFG, in its capacity as sole lead arranger and sole bookrunner.

“Assignment and

Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any

party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form

of Exhibit B or any other form (including an electronic documentation form generated by use of an electronic platform) approved

by the Administrative Agent.

“Attributable

Indebtedness” means, on any date, (a) 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, (b) in respect of any Synthetic

Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement

or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other

agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.

“Audited Financial

Statements” means the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended

December 31, 2025 and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for

such fiscal year of the Borrower and its Subsidiaries, including the notes thereto, included in the Borrower’s annual report on

Form 10-K dated February 26, 2026, as filed with the SEC.

“Authorization

to Share Insurance Information” means the authorization substantially in the form of Exhibit Q (or such other

form as required by each of the Loan Party’s insurance companies).

“Availability

Period” means (a) in respect of the Revolving Facility, the period from and including the Closing Date to the earliest

of (i) the Maturity Date, (ii) the date of termination of the Revolving Commitments pursuant to Section 2.06, and

(iii) the date of termination of the Commitment of each Revolving Lender to make Revolving Loans and of the obligation of the L/C

Issuer to make L/C Credit Extensions pursuant to Section 8.02 and (b) in respect of the DD Term Facility, the period

from and including the Closing Date to the earliest of (i) the date that falls twenty-four (24) months after the Closing Date, (ii) the

Maturity Date and (iii) the date of termination of the DD Term Commitments of the respective DD Term Lenders to make DD Term Loans

pursuant to Section 8.02.

“Bail-In

Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of

any liability of an Affected Financial Institution.

“Bail-In

Legislation” means, (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, rule, regulation 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).

“Base Rate”

means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%,

(b) the rate of interest in effect for such day as publicly announced from time to time by MUFG as its “prime rate,”

and (c) the Term SOFR plus 1.00%, subject to the interest rate floors set forth therein; provided that if the Base

Rate shall be less than 1.00%, such rate shall be deemed 1.00% for purposes of this Agreement. The “prime rate” is a rate

set by MUFG based upon various factors including MUFG’s costs and desired return, general economic conditions and other factors,

and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such

prime rate announced by MUFG shall take effect at the opening of business on the day specified in the public announcement of such change.

If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03, then the Base Rate shall be the

greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“Base Rate Loan”

means a Loan that bears interest based on the Base Rate. All Base Rate Loans are available to the Borrower in Dollars.

“Beneficial Ownership

Certification” means a certification regarding beneficial ownership 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 and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)

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

or “plan”.

“Benefits Administration

Services” means any services provided by any Loan Party or any Subsidiary thereof to any Customer that involve the administration,

recordkeeping, processing, or management of employee benefit plans (as defined in Section 3(3) of ERISA), including, without

limitation, 401(k) plans, health and welfare plans, defined benefit plans, cafeteria plans under Section 125 of the Code, flexible

spending accounts, health savings accounts, and any other employee benefit arrangements.

“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.

“Borrower”

has the meaning specified in the introductory paragraph hereto.

“Borrower Materials”

has the meaning specified in Section 6.02(p).

“Borrowing”

means a Revolving Borrowing, a Term A Borrowing, a DD Term Borrowing, or a Swingline Borrowing, as the context may require.

“Business Day”

means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in

fact closed in, the state where the Administrative Agent’s Office is located.

“Capital Expenditures”

means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital

asset (excluding normal replacements and maintenance which are properly charged to current operations).

“Capitalized Lease”

means any lease that has been or is required to be, in accordance with GAAP, recorded, classified and accounted for as a capitalized lease

or financing lease.

“Capitalized Software

Costs” means, as of any date of determination, in respect of any Person, expenditures related to software development capitalized

on the balance sheet of such Person, rather than expensed immediately, in accordance with GAAP and consistent with past practices.

“Cash Collateralize”

means to deposit in a Controlled Account or pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or

more of the L/C Issuer or Swingline Lender (as applicable) or the Lenders, as Collateral for L/C Obligations, the in respect of Swingline

Loans, or obligations of the Revolving Lenders to fund participations in respect of L/C Obligations or Swingline Loans (as the context

may require), (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in

amounts satisfactory to the Administrative Agent and the L/C Issuer, and/or (c) if the Administrative Agent and the L/C Issuer or

Swingline Lender shall agree, in their sole discretion, other credit support, in each case, in Dollars and pursuant to documentation in

form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer or the Swingline Lender (as applicable). “Cash

Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and

other credit support.

“Cash Equivalents”

means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all

Liens (other than Permitted Liens):

(a)            readily

marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof

having maturities of not more than three hundred sixty (360) days from the date of acquisition thereof; provided that the full

faith and credit of the United States is pledged in support thereof;

(b)            time

deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender

or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking

subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and

is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause

(c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities

of not more than ninety (90) days from the date of acquisition thereof;

paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1” (or the

then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities

of not more than one hundred eighty (180) days from the date of acquisition thereof;

(d)            Investments,

classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered

under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from

either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity

described in clauses (a), (b) and (c) of this definition; and

(e)            solely

with respect to Sections 7.03(a) and 7.03(o), other Investments made in accordance with the Borrower’s investment

policy, as approved by the Borrower’s board of directors and in effect from time to time, and approved in writing by the Administrative

Agent (such approval not to be unreasonably withheld or delayed).

“Cash Management

Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services,

including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds

transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation

and reporting and trade finance services and other cash management services.

“Cash Management

Bank” means any Person in its capacity as a party to a Cash Management Agreement that, (a) at the time it enters into

a Cash Management Agreement with a Loan Party or any Subsidiary, is a Lender or an Affiliate of a Lender, or (b) at the time it (or

its Affiliate) becomes a Lender, is a party to a Cash Management Agreement with a Loan Party or any Subsidiary, in each case in its capacity

as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be

a Lender); provided that for any of the foregoing to be included as a “Secured Cash Management Agreement” on any date

of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate

of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of

determination.

“CFC”

means a Person that is a controlled foreign corporation under Section 957 of the Code in which the Borrower or any Loan Party is

a United States shareholder within the meaning of Section 951(b) of the Code.

“Change in Law”

means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation

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

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

having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the

Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection

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

Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory

authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date

enacted, adopted, issued or implemented.

“Change of Control”

means an event or series of events by which:

(a)            any

“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act

of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as

trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3

and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership”

of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the

passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the equity securities of

the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower

on a fully-diluted basis (and taking

into account all such securities that such “person” or “group” has the right to acquire pursuant to any option

right); or

(b)            during

any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of

the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day

of such period, (ii) whose election or nomination to that board or equivalent governing body was nominated, appointed or approved

(either by a specific vote or approval of a proxy statement issued by the Borrower on behalf of its entire board of directors in which

such individual is named as a nominee for director) by individuals referred to in clause (i) above constituting at the time

of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination

to that board or other equivalent governing body was nominated, appointed or approved (either by a specific vote or approval of a proxy

statement issued by the Borrower on behalf of its entire board of directors in which such individual is named as a nominee for director)

by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination

at least a majority of that board or equivalent governing body; or

“change of control” or any comparable term under, and as defined in, any Subordinated Debt Document or other significant debt

shall have occurred.

“Client Plan”

means any employee benefit plan (as defined in Section 3(3) of ERISA) or any plan described in Section 4975(e)(1) of

the Code sponsored, maintained, or contributed to by any Customer of any Loan Party or any Subsidiary thereof for which any Loan Party

or any Subsidiary thereof provides Benefits Administration Services.

“Client Data”

means any data or information (including personally identifiable information, protected health information, payroll data, tax information,

benefits information, and employment records) that any Loan Party or any Subsidiary thereof collects, processes, stores, transmits, or

otherwise handles on behalf of any Customer in connection with the provision of payroll, human resources, benefits administration, tax

processing, or related services.

“Closing Date”

means the date hereof.

“CME”

means CME Group Benchmark Administration Limited.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Collateral”

means all of the “Collateral” referred to in the Collateral Documents and all of the other property that is to be subject

to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

“Collateral Access

Agreement” means any landlord waiver or other agreement, in form and substance reasonably satisfactory to the Administrative

Agent, between the Administrative Agent and any third party (including any bailee, consignee, customs broker, or other similar Person)

in possession of any Collateral or any landlord of any real property where any Collateral is located, as such landlord waiver or other

agreement may be amended, restated, supplemented or otherwise modified from time to time, including such landlord waiver substantially

in the form of Exhibit O.

“Collateral Documents”

means, collectively, the Security Agreement, the Qualifying Control Agreements, each Joinder Agreement, each of the collateral assignments,

security agreements, pledge agreements, account control agreements or other similar agreements delivered to the Administrative Agent

pursuant to Section 6.13, and each

of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the

benefit of the Secured Parties.

“Commitment”

means a Term A Commitment, DD Term Commitment, a Revolving Commitment or an Incremental Commitment, as the context may require.

“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.

“Communication”

means this Agreement, any Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request,

written statement, written disclosure or authorization related to any Loan Document.

“Compliance Certificate”

means a certificate substantially in the form of Exhibit C.

“Conforming Changes”

means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate or Term SOFR,

as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR” and “Interest

Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational

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

Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate,

in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit

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

Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for

the administration of such rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary

in connection with the administration of this Agreement and any other Loan Document).

“Connection Income

Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise

Taxes or branch profits Taxes.

“Consolidated”

means, when used with reference to financial statements or financial statement items of the Borrower and its Subsidiaries or any other

Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.

“Consolidated

EBITDA” has the meaning as defined in the Compliance Certificate.

“Consolidated

Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated EBITDA,

less (ii) the aggregate amount of all non-financed cash Capital Expenditures, less (iii) without duplication, any Capitalized

Software Costs to (b) the sum of (i) Consolidated Interest Charges to the extent paid in cash, (ii) the aggregate principal

amount of all regularly scheduled redemptions or regularly scheduled repurchases of outstanding debt for borrowed money or regularly scheduled

principal payments (determined without giving effect to any reduction of such scheduled principal payments resulting from the application

of any voluntary or optional prepayments made during such period), but excluding any such payments to the extent refinanced through the

incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02, (iii) the aggregate amount of

all Restricted Payments paid in cash (other than with respect to a Restricted Payment made pursuant to any Subordinated Existing Holdover

Notes or any Subordinated Unsecured Seller Notes) and (iv) the aggregate amount of federal, state, local and foreign income taxes

paid in cash, in each case, of or by the Borrower and its Subsidiaries for the most recently completed Measurement Period.

“Consolidated

Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated basis,

the sum of, without duplication: (a) the outstanding principal amount of all obligations, whether current or long-term, for

borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar

instruments; (b) all purchase money Indebtedness; (c) the amount drawn and unpaid under issued and outstanding letters of credit

(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (d) all obligations

in respect of the deferred purchase price of property or services (other than (w) working capital and similar adjustments, hold-back

amounts, and escrow amounts, (x) trade accounts payable in the ordinary course of business and either not past due for more than

ninety (90) days or being contested in good faith and for which adequate reserves have been provided with respect to such disputed payable,

(y) accruals for payroll and other liabilities, including deferred compensation arrangements, in each case, accrued in the ordinary

course of business and (z) Contingent Acquisition Consideration, solely to the extent not due and payable), (e) all Attributable

Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in

respect of any Disqualified Equity Interests or any warrant, right or option to acquire such Disqualified Equity Interest, valued, in

the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued

and unpaid dividends, (g) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified

in clauses (a) through (f) above of Persons other than the Borrower or any Subsidiary; and (h) all Indebtedness

of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint

venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint

venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.

“Consolidated

Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount,

fees, charges and related expenses in connection with borrowed money or in connection with the deferred purchase price of assets, in each

case to the extent treated as interest in accordance with GAAP, (b) all interest paid or payable with respect to discontinued operations

that is treated as interest in accordance with GAAP and (c) the portion of rent expense under Capitalized Leases that is treated

as interest in accordance with GAAP, in each case, of or by the Borrower and its Subsidiaries on a Consolidated basis for the most recently

completed Measurement Period.

“Consolidated

Net Income” means, at any date of determination, the net income (or loss) of the Borrower and its Subsidiaries on a Consolidated

basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude:

(a) unusual and infrequent

gains for such Measurement Period,

(b) the net income of

any Subsidiary during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such

Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law

applicable to such Subsidiary during such Measurement Period, except that the Borrower’s equity in any net loss of any such Subsidiary

for such Measurement Period shall be included in determining Consolidated Net Income,

for such Measurement Period of any Person if such Person is not a Subsidiary, except that the Borrower’s equity in the net income

of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually

distributed by such Person during such Measurement Period to the Borrower or a Subsidiary as a dividend or other distribution (and in

the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to

the Borrower as described in clause (b) of this proviso),

(d) the cumulative effect

of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such Measurement

Period whether effected through a cumulative effect adjustment or a retroactive application, in each case, in accordance with GAAP, and

(e) any non-cash charge,

expense or other impact attributable to application of the purchase or recapitalization method of accounting (including the total amount

of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting

from such purchase or recapitalization accounting adjustments).

“Consolidated

Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of

such date, less domestic Unrestricted Cash as of such date in an amount not to exceed 50% of Consolidated EBITDA for the most recently

completed Measurement Period, to (b) Consolidated EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the most

recently completed Measurement Period.

“Contingent Acquisition

Consideration” means any earnout obligation or similar deferred or contingent obligation of the Borrower or any of its Subsidiaries

incurred or created in connection with a Permitted Acquisition.

“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.

“Cybersecurity

Incident” means any (a) unauthorized access to, or disclosure of, any Client Data or other confidential or proprietary

information of any Loan Party or any Subsidiary, (b) unauthorized acquisition, destruction, modification, disclosure, encryption,

or denial of use of any Client Data or any information technology systems of any Loan Party or any Subsidiary, (c) ransomware attack,

(d) phishing or social engineering attack resulting in unauthorized access to Client Data or information technology systems of any

Loan Party or any Subsidiary, or (e) other security breach, cyber-attack, or similar event affecting any information technology systems

of any Loan Party or any Subsidiary or any Client Data.

“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.

“Controlled Account”

means each Deposit Account and Securities Account that is subject to a Qualifying Control Agreement.

“Cost of Acquisition”

means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication):

(a) the value of the Equity Interests of the Borrower or any Subsidiary to be transferred in connection with such Acquisition, (b) the

amount of any cash or Cash Equivalents and the fair market value of other property (excluding property described in clause (a) and

the unpaid principal amount of any debt instrument) given as consideration in connection with such Acquisition, (c) the amount (determined

by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by

the Borrower or any Subsidiary in connection with such Acquisition, (d) all additional purchase price amounts in the form of Contingent

Acquisition Consideration that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with

GAAP in connection with such Acquisition, (e) all amounts paid in respect of covenants not to compete and consulting agreements that

should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and other affiliated contracts

in connection with such Acquisition, and (f) the aggregate fair market value of all other consideration given

by the Borrower or any Subsidiary in connection

with such Acquisition. For purposes of determining the Cost of Acquisition for any transaction, the Equity Interests of the Borrower shall

be valued in accordance with GAAP.

“Covered Entity”

means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12

C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §

382.2(b).

“Credit Extension”

means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Customer”

means a Person that purchases or licenses any Loan Party’s services or software in the ordinary course of business, in each case

pursuant to a bona fide, third party transaction with a Person that is not an Affiliate of the Borrower or that, if an Affiliate of the

Borrower, in a transaction that would not constitute an Affiliate transaction prohibited by Section 7.08 or otherwise pursuant

to the terms of this Agreement.

“Customer Funds

Account” means any segregated Deposit Account or Securities Account of a Loan Party or any Subsidiary thereof to the extent

that (a) such Deposit Account or Securities Account is used solely for the purpose of holding cash or Cash Equivalents on behalf

of, and as a custodian with respect to, any Customers for purposes of making payments to employees and/or tax payments or payments of

withholding taxes required under any applicable laws on behalf of such Customers, including those laws concerning F.I.C.A., F.U.T.A.,

and state disability, or otherwise under the terms of the Loan Party or any Subsidiary’s agreement with such Customer entered into

in the ordinary course of business, (b) Borrower has provided notice to Administrative Agent of the establishment and designation

of such Deposit Account or Securities Account as a Customer Funds Account by the date that is thirty (30) days following the establishment

of such Deposit Account or Securities Account, and (c) the Loan Parties are in compliance with the provisions of this Agreement,

including in Section 7.03 and Section 7.19, with respect to such Deposit Account or Securities Account.

“Daily Simple

SOFR” with respect to any applicable determination date means the SOFR published on the Federal Reserve Bank of New York’s

website (or any successor source) two (2) U.S. Government Securities Business Days prior to such date of determination; provided

that if the rate is not published prior to 11:00 a.m. on such U.S. Government Securities Business Day then Daily Simple SOFR shall

be determined on the first U.S. Government Securities Business Day immediately prior thereto.

“Data Privacy

and Cybersecurity Laws” means all Applicable Laws relating to privacy, data protection, data security, cybersecurity, data

breach notification, and the collection, use, storage, processing, disclosure, transfer, and protection of personal data or personally

identifiable information, including, without limitation, the California Consumer Privacy Act (CCPA), the California Privacy Rights Act

(CPRA), the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology

for Economic and Clinical Health Act (HITECH), applicable state data breach notification laws, the Federal Trade Commission Act (to the

extent applicable to data privacy and cybersecurity), and any comparable state, federal, or foreign Laws.

“DD Term Borrowing”

means a borrowing consisting of simultaneous DD Term Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest

Period made by each of the DD Term Lenders pursuant to Section 2.01(c).

“DD Term Commitment”

means, as to each DD Term Lender, its obligation to make DD Term Loans to the Borrower pursuant to Section 2.01(c) in

an aggregate principal amount at any one time

outstanding not to exceed the amount set forth

opposite such DD Term Lender’s name on Schedule 1.01(b) under the caption “DD Term Commitment” or opposite

such caption in the Assignment and Assumption pursuant to which such DD Term Lender becomes a party hereto, as applicable, as such amount

may be adjusted from time to time in accordance with this Agreement. The DD Term Commitment of all of the DD Term Lenders on the Closing

Date shall be $20,000,000.

“DD Term Conversion

Amount” means the aggregate amount of DD Term Loans outstanding on the applicable DD Term Conversion Date which were not

outstanding and previously converted to the amortization in respect of Term A Loans on a prior DD Term Conversion Date pursuant to Section 2.07(b).

“DD Term Conversion

Date” means each date that is (a) the first anniversary of the Closing Date and (b) the second anniversary of

the Closing Date.

“DD Term Facility”

means, at any time, (a) at any time during the Availability Period in respect of such Facility, the sum of (i) the aggregate

amount of the DD Term Commitments at such time and (ii) the aggregate principal amount of the DD Term Loans of all DD Term Lenders

outstanding at such time and (b) thereafter, the aggregate principal amount of the DD Term Loans of all DD Term Lenders outstanding

at such time.

“DD Term Lender”

means (a) at any time on or prior to the Closing Date, any Lender that has a DD Term Commitment at such time, (b) at any time

during the Availability Period in respect of the DD Term Facility, any Lender that has a DD Term Commitment or that holds DD Term Loans

at such time and (c) at any time after the Availability Period in respect of the DD Term Facility, any Lender that holds DD Term

Loans at such time.

“DD Term Loan”

means an advance made by any DD Term Lender under the DD Term Facility.

“DD Term Note”

means a promissory note made by the Borrower in favor of a DD Term Lender evidencing DD Term Loans made by such DD Term Lender, substantially

in the form of Exhibit N-2.

“Debt Issuance”

means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 7.02.

“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.

“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.

“Default Rate”

means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2.00%) in excess of

the rate otherwise applicable thereto, and (b) with respect to any Obligation for which a rate is not specified or available, a rate

per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus two percent

(2.00%), in each case, to the fullest extent permitted by Applicable Law.

“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.

“Defaulting Lender”

means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within

two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative

Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent

to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)

has not been satisfied, or (ii) pay to the Administrative Agent, the 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) within

two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swingline

Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect

(unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position

is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable

default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three

(3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative

Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall

cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative

Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding

under 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 or (iii) become the subject of

a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any

Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership

interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the

enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) 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 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 2.15(b))

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 Borrower, the L/C Issuer, the Swingline Lender and each other Lender promptly following such determination.

“Designated Jurisdiction”

means any country or territory to the extent that such country or territory is the subject of any Sanction. As of the Closing Date, Designated

Jurisdictions include (but are not limited to) Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s

Republic.

“Disposition”

or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback

Transaction) of any property by any Loan Party or Subsidiary (or the granting of any option or other right to do any of the foregoing,

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).

“Disqualified

Equity Interest” means, with respect to any Person, 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 Equity Interests that are not Disqualified Equity Interests and cash

in lieu of fractional shares), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, asset sale

or similar event so long as any rights of the holders thereof upon the occurrence of a change of control,

asset sale or similar event shall be subject to

the prior repayment in full in cash of the Loans and all other Obligations (other than contingent indemnification obligations not then

due) and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Equity

Interests that are not Disqualified Equity Interests and cash in lieu of fractional shares or as a result of a change of control, asset

sale or similar event so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall

be subject to the prior repayment in full in cash of the Loans and all other Obligations (other than contingent indemnification obligations

not then due) and the termination of the Commitments), in whole or in part, (c) provides for scheduled cash payments of dividends

or (d) is or becomes convertible into, or exchangeable for, Indebtedness or any other Equity Interests that would constitute

Disqualified Equity Interests, in the case of clauses (a) through (d), prior to the date that is ninety one (91) days

after the Maturity Date at the time of the issuance of such Equity Interests; provided that if such Equity Interests are issued

pursuant to a plan for the benefit of the officers, directors, managers, employees or consultants of such Person or its Subsidiaries or

by any such plan to such officers, directors, managers or consultants or employees, such Equity Interests shall not constitute Disqualified

Equity Interests solely because they may be required to be repurchased by such Person or its Subsidiaries in order to satisfy applicable

statutory or regulatory obligations or as a result of the termination, death or disability of any applicable natural person.

“Dollar”

and “$” mean lawful money of the United States.

“EEA Financial

Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject

to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution

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

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

supervision with its parent.

“EEA Member Country”

means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution

Authority” means any public administrative authority or any Person entrusted with public administrative authority of any

EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Copy”

shall have the meaning specified in Section 11.18.

“Electronic Record”

and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as

it may be amended from time to time.

“Eligible Assignee”

means any Person that meets the requirements to be an assignee under Section 11.06 (subject to such consents, if any, as may

be required under Section 11.06(b)(iii)).

“Environment”

means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources

such as wetland, flora and fauna.

“Environmental

Laws” means any and all federal, state, local, and foreign statutes, laws (including common law), regulations, standards,

ordinances, rules, judgments, interpretations, orders, decrees, permits, agreements or governmental restrictions relating to pollution

or the protection of the Environment or human health (to the extent related to exposure to Hazardous Materials), including those relating

to the manufacture, generation, handling, transport, storage, treatment, Release or threat of Release of Hazardous Materials, air emissions

and discharges to waste or public systems.

“Environmental

Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation,

fines, penalties or indemnities) whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute

or common law, directly or indirectly relating to (a) any Environmental Law, (b) the generation, use, handling, transportation,

storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) Release or threatened

Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is

assumed or imposed with respect to any of the foregoing.

“Environmental

Permit” means any permit, certification, registration, approval, identification number, license or other authorization required

under any Environmental Law.

“Equity Interests”

means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all

of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership

or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership

or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or

such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests

therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on

any date of determination.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate”

means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Sections 414(b) or

Code).

“ERISA Event”

means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from

a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity 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 complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that

a Multiemployer Plan is insolvent; (d) the filing of a notice of intent to terminate, or the treatment of a Pension Plan amendment

as a termination, in any case under Section 4041(e) or 4041A of ERISA; (e) the institution by the PBGC of proceedings to

terminate a Pension Plan or to appoint a trustee to administer any Pension Plan; (f) the determination that any Pension Plan is considered

an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303,

304 and 305 of ERISA; (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 the Borrower or any ERISA Affiliate or (h) a failure by the Borrower or any ERISA Affiliate

to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure

by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.

“Erroneous Payment”

has the meaning specified in Section 9.13(a).

“Erroneous Payment

Deficiency Assignment” has the meaning specified in Section 9.13(d).

“Erroneous Payment

Impacted Class” has the meaning specified in Section 9.13(d).

“Erroneous Payment

Return Deficiency” has the meaning specified in Section 9.13(d).

“Erroneous Payment

Subrogation Rights” has the meaning specified in Section 9.13(d).

“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.

“Event of Default”

has the meaning specified in Section 8.01.

“Excluded Account”

means (a) segregated Deposit Accounts into which there is deposited no funds other than those intended solely to cover wages and

payroll for employees of a Loan Party for a period of service no longer than two payroll periods at any time (and related contributions

to be made on behalf of such employees to health and benefit plans) plus balances for outstanding checks for wages and payroll from prior

periods, (b) segregated Deposit Accounts constituting employee withholding accounts and contain only funds deducted from pay otherwise

due to employees for services rendered to be applied toward the tax obligations of such employees, (c) each Customer Funds Account,

(d) other segregated Deposit Accounts constituting trust, fiduciary and escrow accounts in which there is not maintained at any point

in time funds on deposit greater than $250,000 in the aggregate for all such accounts, and (e) segregated Deposit Accounts or Securities

Accounts holding cash or Cash Equivalents described in clauses (e) and (f) of the definition Permitted Liens (and subject to

the cap set forth therein); provided that the accounts described in clauses (a) through (e) above shall be used solely for the

purposes described in such clauses.

“Excluded Property”

means, with respect to any Loan Party, (a) any lease, license, contract, permit, letter of credit, purchase money arrangement, instrument

or agreement to which any Loan Party is a party or any of its rights or interests thereunder if and to the extent that the grant of such

security interest shall constitute a result in (i) the abandonment, invalidation or unenforceability of any right, title or interest

of any Loan Party therein or (ii) result in a breach or termination pursuant to the terms of, or default under, any such lease, license,

contract, permit, letter of credit, purchase money arrangement, instrument or agreement; (b) any governmental licenses or state or

local franchises, charters and authorizations, to the extent that Administrative Agent may not validly possess a security interest in

any such license, franchise, charter or authorization under applicable Law; (c) any asset which is subject to a purchase money Lien

or Capital Lease permitted hereunder to the extent the granting of a security interest in such asset is prohibited pursuant to the terms

of the contract governing such purchase money Lien or Capital Lease; (d) Excluded Accounts; and (e) any “intent-to-use”

trademarks or service mark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. §

1051 Section 1(c) or Section 1(d), respectively or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or

examined and accepted, respectively by the United States Patent and Trademark Office; provided that (x) any such limitation

described in the foregoing clauses (a) and (b) on the security interests granted hereunder shall apply only to the extent that

any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Sections 9-406, 9-407

and 9-408 of the UCC) or principles of equity, (y) in the event of the termination or elimination of any such prohibition or the

requirement for any consent contained in such contract, agreement, permit, lease or license or in any applicable Law, to the extent sufficient

to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement

for such consent, a security interest in such contract, agreement, permit, lease, license, franchise, authorization or asset shall be

automatically and simultaneously granted hereunder and shall be included as Collateral hereunder, and (z) all rights to payment of

money due or to become due pursuant to, and all products and Proceeds (and rights to the Proceeds) from the sale of, any Excluded Property

shall be and at all times remain subject to the security interests created by this Agreement (unless such Proceeds would independently

constitute Excluded Property).

“Excluded Subsidiary”

means (a) any CFC, (b) any FSHCO, (c) any subsidiary that is held directly or indirectly by a CFC or FSHCO and (d) any

Immaterial Subsidiary.

“Excluded Swap

Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the

Guaranty of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is

or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the

application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible

contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.11 and

any other “keepwell”, support or other agreement for the benefit of such Loan Party and any and all guarantees of such Loan

Party’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or grant by such Loan Party of a Lien,

becomes effective with respect to such Swap Obligation. 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

Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes”

means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to

a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in

each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the

case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that

are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the

account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which

(i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under

Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Sections

3.01(b) or (d), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before

such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such

Recipient’s failure to comply with Section 3.01(f) and (d) any U.S. federal withholding Taxes imposed pursuant

to FATCA.

“Extraordinary

Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of business in

respect of pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds

constitute compensation for lost earnings and proceeds of Involuntary Dispositions) and indemnity payments; provided that an Extraordinary

Receipt shall not include cash receipts from proceeds of insurance or indemnity payments to the extent that such proceeds, awards or payments are

received by any Person in respect of any third party claim against such Person and applied to pay (or to reimburse such Person for its

prior payment of) such claim and the costs and expenses of such Person with respect thereto.

“Facility”

means the Term A Facility, DD Term Facility, or the Revolving Facility, as the context may require.

“Facility Termination

Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated,

(b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit

have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative

Agent and the L/C Issuer shall have been made).

“FASB ASC”

means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA”

means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable

and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and 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 agreement (and related fiscal or regulatory legislation, or related official rules or

practices) implementing the foregoing.

“Federal Funds

Rate” means, for any day, a floating rate equal to the weighted average of the rates on overnight federal funds transactions

among members of the Federal Reserve System, as determined by Administrative Agent in its sole discretion, which determination shall be

final, binding and conclusive (absent manifest error).

“Fee Letter”

means the letter agreement, dated September 2, 2026, among the Borrower and the Administrative Agent.

“F.I.C.A.”

means the Federal Insurance Contributions Act, as amended.

“Foreign Lender”

means, (a) if the Borrower is a “United States Person” as defined in Section 7701(a)(30) of the Code, a Lender that

is not a “United States Person” as defined in Section 7701(a)(30) of the Code, and (b) if the Borrower is not a

“United States Person” as defined in Section 7701(a)(30) of the Code, a Lender that is resident or organized under the

laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United

States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Obligor”

means a Loan Party that is a Foreign Subsidiary.

“Foreign Subsidiary”

means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District

of Columbia.

“F.U.T.A.”

means the Federal Unemployment Tax Act, as amended.

“FRB”

means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure”

means, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s

Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation

obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with

respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline Loans as

to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized

in accordance with the terms hereof.

“FSHCO”

means any Subsidiary substantially all of the assets of which constitute the Equity Interests of CFCs.

“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 set forth from time to time in the opinions and pronouncements of

the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial

Accounting Standards

Board (or agencies with similar functions of comparable

stature and authority within the accounting profession) including, without limitation, the FASB Accounting Standards Codification, that

are applicable to the circumstances as of the date of determination, consistently applied and subject to Section 1.03.

“Governmental

Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether

state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation,

the Financial Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or the European

Central Bank).

“Guarantee”

means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of

guaranteeing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other

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 obligation, (ii) to purchase or lease property, securities or services

for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness

or other 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 obligation,

or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other 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 of the kind described in clauses (a) through (g) of

the definition thereof or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed or expressly

undertaken by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount

of any Guarantee 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 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. The term “Guarantee” as a verb has a

corresponding meaning.

“Guaranteed Obligations”

has the meaning set forth in Section 10.01.

“Guarantors”

means, collectively, (a) the Subsidiaries of the Borrower as are or may from time to time become parties to this Agreement pursuant

to Section 6.12, and (b) with respect to Additional Secured Obligations owing by any Loan Party or any of its Subsidiaries

and any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 10.01 and 10.11) under the

Guaranty, the Borrower.

“Guaranty”

means, collectively, the Guarantee made by the Guarantors under Article X in favor of the Secured Parties, together with each

other guaranty delivered pursuant to Section 6.12.

“Hazardous Materials”

means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum

or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon

gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any

nature in any form regulated pursuant to any Environmental Law.

“Hedge Bank”

means any Person in its capacity as a party to a Swap Contract that, (a) at the time it enters into a Swap Contract not prohibited

under Articles VI or VII, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes

a Lender, is a party to a Swap Contract not prohibited under

Articles VI or VII, in each case,

in its capacity as a party to such Swap Contract (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to

be a Lender); provided that in the case of a Secured Hedge Agreement with a Person who is no longer a Lender (or Affiliate of a

Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such

Secured Hedge Agreement and provided further that for any of the foregoing to be included as a “Secured Hedge Agreement”

on any date of determination by the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate

of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of

determination.

“Immaterial Subsidiary”

means any Subsidiary that is not a Material Subsidiary.

“Increase Effective

Date” has the meaning assigned to such term in Section 2.16.

“Incremental Commitments”

means Incremental Revolving Commitments and/or the Incremental Term Commitments.

“Incremental Revolving

Commitment” has the meaning assigned to such term in Section 2.16.

“Incremental Revolving

Loans” means any loans made pursuant to any Incremental Revolving Commitments.

“Incremental Term

Commitment” has the meaning assigned to such term in Section 2.16.

“Incremental Term

Loan Maturity Date” has the meaning assigned to such term in Section 2.16(b).

“Incremental Term

Loans” means any loans made pursuant to any Incremental Term Commitments.

“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;

(b)            all

direct or contingent obligations of such Person arising under letters of credit, bankers’ acceptances, bank guaranties, surety bonds

and similar instruments;

obligations of such Person under any Swap Contract;

(d)            all

obligations (including, without limitation, Contingent Acquisition Consideration) of such Person to pay the deferred purchase price of

property or services (other than (x) trade accounts payable in the ordinary course of business and either not past due for more than

ninety (90) days or being contested in good faith and for which adequate reserves have been provided with respect to such disputed payable,

(y) accruals for payroll and other liabilities, including deferred compensation arrangements, in each case, accrued in the ordinary

course of business and (z) Contingent Acquisition Consideration solely to the extent not required by GAAP to be recorded as a liability

of such Person);

(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),

whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)            all

Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such

Person;

(g)            all

obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Equity Interest

of such Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference

plus accrued and unpaid dividends; and

(h)            all

Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the

Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself

a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is

expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be

the Swap Termination Value thereof as of such date.

“Indemnified Taxes”

means all (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation

of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee”

has the meaning specified in Section 11.04(b).

“Information”

has the meaning specified in Section 11.07(a).

“Intellectual

Property” has the meaning set forth in the Security Agreement.

“Intercompany

Debt” has the meaning specified in Section 7.02(d).

“Interest Payment

Date” means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity

Date; provided that if any Interest Period for a Term SOFR Loan exceeds three (3) months, the respective dates that fall every

three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate

Loan or Swingline Loan, first Business Day following the end of each March, June, September and December and the Maturity Date

of the Facility under which such Loan was made (with Swingline Loans being deemed made under the Revolving Facility for purposes of this

definition).

“Interest Period”

means as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a

Term SOFR Loan and ending on the date one (1), three (3) or six (6) months thereafter, as selected by the Borrower in its Loan

Notice (in the case of each requested Interest Period, subject to availability); provided that:

(a)            any

Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless,

in the case of a Term SOFR Loan such Business Day falls in another calendar month, in which case such Interest Period shall end on the

next preceding Business Day;

(b)            any

Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is

no numerically corresponding

day in the calendar month at the end

of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made; and

(d)            at

the Borrower’s request, the initial Interest Period commencing on the Closing Date may be shortened or lengthened for a period of

time acceptable to the Administrative Agent in order for the period to align with the first principal payment date required pursuant to

Section 2.07(a).

“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 of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption

of indebtedness of, or purchase or other acquisition of any other indebtedness or interest in, another Person (including any partnership

or joint venture interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness of such other

Person), or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person which

constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.

For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested (measured at the time made), without

adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of

capital or repayment of principal actually received in cash by such Person with respect thereto (but only to the extent that the aggregate

amount of all such returns, distributions and repayments with respect to such Investment does not exceed the principal amount of such

Investment).

“Involuntary Disposition”

means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party

or any Subsidiary.

“IRS”

means the United States Internal Revenue Service.

“ISP”

means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof

as may be in effect at such time).

“Issuer Documents”

means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered

into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“Joinder Agreement”

means a joinder agreement substantially in the form of Exhibit D executed and delivered in accordance with the provisions

of Section 6.12.

“Laws”

means, collectively, all international, foreign, federal, state 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, in each case whether or not having

the force of law.

“L/C

Advance” means, with respect to each Revolving Lender, such Lender’s funding of its participation in any L/C Borrowing

in accordance with its Applicable Revolving Percentage. All L/C Advances shall be denominated in Dollars.

“L/C

Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed

on the date when made or refinanced as a Revolving Borrowing. All L/C Borrowings shall be denominated in Dollars.

“L/C

Commitment” means the commitment of the L/C Issuer to issue Letters of Credit hereunder. The initial amount of the L/C Commitment

is $5,000,000 with respect to MUFG. The L/C Commitment of the L/C Issuer may be modified from time to time by agreement between the L/C

Issuer and the Borrower, and notified to the Administrative Agent.

“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 Disbursements”

means a payment made by the L/C Issuer pursuant to any Letter of Credit.

“L/C

Issuer” means (a) initially, MUFG, or (b) such other Lender selected by the Borrower pursuant to Section 2.03(p) from

time to time to issue such Letter of Credit (provided that no Lender shall be required to become an L/C Issuer pursuant to this clause

(b) without such Lender’s consent), or any successor issuer thereof or (c) any Lender selected by the Borrower (with the

prior consent of the Administrative Agent) to replace a Lender who is a Defaulting Lender at the time of such Lender’s appointment

as an L/C Issuer (provided that no Lender shall be required to become an L/C Issuer pursuant to this clause (c) without such Lender’s

consent), in each case, through itself or through one of its designated Affiliates or branch offices, in its capacity as issuer of Letters

of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C

Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters

of Credit plus the aggregate of all Unreimbursed Amounts (including all L/C Borrowings). 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 1.06.

For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still

be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”

in the amount so remaining available to be drawn.

“Lender”

means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender”

in accordance with this Agreement and, their successors and assigns and, unless the context requires otherwise, includes the Swingline

Lender.

“Lender Party”

means collectively, the Lenders, the Swingline Lender and the L/C Issuer.

“Lending Office”

means, as to the Administrative Agent, the L/C Issuer or any Lender, the office or offices of such Person described as such in such Person’s

Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Borrower and the Administrative

Agent; which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate.

“Letter of Credit”

means any standby letter of credit issued hereunder.

“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 L/C Issuer.

“Letter of Credit

Fee” has the meaning specified in Section 2.03(l).

“Letter of Credit

Report” means a certificate substantially the form of Exhibit R or any other form approved by the Administrative

Agent.

“Letter of Credit

Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $5,000,000 and (b) the

Revolving Facility. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility.

“Lien”

means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, or preference,

priority or other security interest or preferential arrangement in the nature of a security interest 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 financing lease having substantially the same economic effect as any of the foregoing).

“Loan”

means an extension of credit by a Lender to the Borrower under Article II in the form of a Term A Loan, a DD Term Loan, a

Revolving Loan or a Swingline Loan.

“Material Cybersecurity

Incident” means any Cybersecurity Incident that (a) involves Client Data affecting 10,000 or more individuals, (b) results

in or requires notification to any Governmental Authority or affected individuals under any Applicable Law, (c) results in a claim,

demand, inquiry, or investigation by any Governmental Authority, (d) involves the payment or potential payment of any ransom or similar

demand, (e) results in a material disruption of any Loan Party’s or any Subsidiary’s business operations, (f) could

reasonably be expected to result in liability, costs, or expenses to the Loan Parties and their Subsidiaries in excess of $5,000,000 in

the aggregate, or (g) could reasonably be expected to result in a Material Adverse Effect.

“Loan Documents”

means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty, (d) the Collateral Documents, (e) the

Fee Letter, (f) each Issuer Document, (g) each Joinder Agreement, (h) any agreement creating or perfecting rights in Cash

Collateral pursuant to the provisions of Section 2.14, and (i) all other certificates, agreements, documents and instruments

executed and delivered, in each case, by or on behalf of any Loan Party pursuant to the foregoing (but specifically excluding any Secured

Hedge Agreement or any Secured Cash Management Agreement) and any amendments, restatements, modifications or supplements thereto or to

any other Loan Document or waivers hereof or to any other Loan Document; provided that for purposes of Section 11.01,

“Loan Documents” shall mean this Agreement, the Guaranty and the Collateral Documents.

“Loan Notice”

means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Term

SOFR Loans pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit E or such other form

as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall

be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Loan Parties”

means, collectively, the Borrower and each Guarantor.

“Master Agreement”

has the meaning set forth in the definition of “Swap Contract.”

“Material Adverse

Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets,

properties, liabilities (actual or contingent) or financial condition of the Loan Parties and their Subsidiaries taken as a whole; or

(b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the

ability of any Loan Party to perform its obligations under any Loan Document to which it is a party or (c) a material adverse effect

upon the legality, validity, binding effect or

enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Agreement”

means any agreement which if breached or terminated would reasonably be expected to result in a Material Adverse Effect and required to

be filed with the SEC under applicable securities laws.

“Material Subsidiary”

means any Subsidiary of the Borrower that, together with its Subsidiaries, (a) generates more than 5% of Consolidated EBITDA on a

Pro Forma Basis for the four (4) fiscal quarter period most recently ended or (b) has total assets (including Equity Interests

in other Subsidiaries and excluding investments that are eliminated in consolidation) of equal to or greater than 5% of the total assets

of the Borrower and its Subsidiaries, on a consolidated basis as of the end of the most recent four (4) fiscal quarters; provided,

however, that if at any time there are Subsidiaries which are not classified as “Material Subsidiaries” but which collectively

(i) generate more than 10% of Consolidated EBITDA on a Pro Forma Basis or (ii) have total assets (including Equity Interests

in other Subsidiaries and excluding investments that are eliminated in consolidation) of equal to or greater than 10% of the total assets

of the Borrower and its Subsidiaries on a Consolidated basis, then the Borrower shall promptly designate one or more of such Subsidiaries

(other than any Subsidiary that is an Excluded Subsidiary pursuant to clauses (a) through (c) of such definition) as Material

Subsidiaries and cause any such Subsidiaries to comply with the provisions of Section 6.12 such that, after such Subsidiaries

become Guarantors hereunder, the Subsidiaries (other than any Subsidiary that is an Excluded Subsidiary pursuant to clauses (a) through

(c) of such definition) that are not Guarantors shall (A) generate less than 10% of Consolidated EBITDA and (B) have total

assets of less than 10% of the total assets of the Borrower and its Subsidiaries on a Consolidated basis.

“Maturity Date”

means October 15, 2031; provided that, in each case, if such date is not a Business Day, the Maturity Date shall be the next

preceding Business Day.

“Measurement Period”

means, as of any date of determination, the period of four (4) consecutive fiscal quarters ended on or immediately prior to such

date for which financial statements of the Borrower and its Subsidiaries have been delivered to the Administrative Agent hereunder.

“Minimum Collateral

Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or Deposit Account balances, an

amount equal to 105% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time

and (b) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.

“Moody’s”

means Moody’s Investors Service, Inc. and any successor thereto.

“MUFG”

means MUFG Bank, Ltd. and its successors.

“Multiemployer

Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower

or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been

obligated to make contributions.

“Net Cash Proceeds”

means the aggregate cash or Cash Equivalents proceeds received by the Borrower or any Subsidiary in respect of any Disposition, Debt Issuance,

Extraordinary Receipt or Involuntary Disposition, net of (a) direct costs incurred in connection therewith (including, without limitation,

legal, accounting and investment banking fees and sales commissions), (b) taxes paid or payable as a result thereof and (c) in

the case of any Disposition or any Involuntary Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien

(ranking senior to any Lien of the Administrative Agent) on the related property; it being understood that “Net Cash Proceeds”

shall include,

without limitation, any cash or Cash Equivalents

received upon the sale or other disposition of any non-cash consideration received by the Borrower or any Subsidiary in any Disposition,

Debt Issuance or Involuntary Disposition.

“Non-Consenting

Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all

Lenders or all affected Lenders, in accordance with the terms of Section 11.01 and (b) has been approved by the Required

Lenders.

“Non-Defaulting

Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note”

means a Term A Note, DD Term Note or a Revolving Note, as the context may require.

“Notice of Additional

L/C Issuer” means a certificate substantially the form of Exhibit S or any other form approved

by the Administrative Agent.

“Notice of Loan

Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit K

or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission

system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

“Obligations”

means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document

or otherwise with respect to any Loan, or Letter of Credit (including any Erroneous Payment Subrogation Rights) and (b) all costs

and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of

counsel, in each case 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, expenses and fees that accrue after the commencement by or against any Loan

Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,

regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that, without limiting the

foregoing, the Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

“OFAC”

means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Officer’s

Certificate” means a certificate substantially the form of Exhibit L or any other form approved by the Administrative

Agent.

“Organization

Documents” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation or articles

of association, the bylaws and any change of name certificate (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 limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction);

(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 documents with respect to any non-U.S. jurisdiction), and

(d) with respect to all entities, any agreement, 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 (or equivalent or comparable

documents with respect to any non-U.S. jurisdiction).

“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, intangible, recording, filing or similar Taxes that arise from any payment made

under, 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, except any such Taxes that are Other Connection Taxes imposed with respect to

an assignment (other than an assignment made pursuant to Section 3.06).

“Outbound Investment

Rules” means the regulations administered and enforced, together with any related public guidance issued, by the United

States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; as of the Closing

Date, and as codified at 31 C.F.R. § 850.101 et seq.

“Outstanding Amount”

means (a) with respect to Term A Loans, DD Term Loans, Revolving Loans and Swingline Loans on any date, the aggregate outstanding

principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Term A Loans, DD Term Loans, Revolving

Loans and Swingline Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the

amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes

in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed

Amounts.

“Participant”

has the meaning specified in Section 11.06(d).

“Participant Register”

has the meaning specified in Section 11.06(d).

“Patriot Act”

has the meaning specified in Section 11.19.

“Payment Recipient”

has the meaning specified in Section 9.13(a).

“PBGC”

means the Pension Benefit Guaranty Corporation.

“Pension Funding

Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans and

set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan”

means any employee pension benefit plan (including a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any

ERISA Affiliate or with respect to which the Borrower or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA

or is subject to the minimum funding standards under Section 412 of the Code or Section 302 of ERISA.

“Permit”

means all licenses, certificates, accreditations, authorizations, franchises, qualifications, registrations, permits, consents and approvals

of a Loan Party issued or required under Laws applicable to the business of the Loan Parties or any of their Subsidiaries or necessary

in the manufacturing, importing, exporting, possession, ownership, warehousing, marketing, promoting, sale, labeling, furnishing, distribution

or delivery of goods or services under Laws applicable to the business of the Loan Parties or

any of their Subsidiaries. Without limiting the

generality of the foregoing, “Permit” includes all Regulatory Required Permits.

“Permitted Acquisition”

means an Acquisition by the Borrower or any of its Subsidiaries (the Person or division, line of business or other business unit of the

Person to be acquired in such Acquisition shall be referred to herein as the “Target”), in each case that is

a type of business (or assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to

the terms of this Agreement, in each case so long as:

(a)            no

Event of Default shall then exist or would exist after giving effect thereto;

(b)            the

Loan Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the Acquisition

and the transactions related thereto (including the assumption or incurrence of any indebtedness in connection therewith) on a Pro Forma

Basis, the Consolidated Net Leverage Ratio shall be no greater than 0.50:1.00 inside the then-applicable covenant set forth in Section 7.11

(after giving effect to any step-up for such Permitted Acquisition, as set forth in Section 7.11(b)), calculated using the

same Measurement Period used to determine Pro Forma Compliance;

Administrative Agent, on behalf of the Secured Parties, shall have received (or shall receive in connection with the closing of such Acquisition)

a first priority perfected security interest (subject to Permitted Liens), to extent required by the Collateral Documents, in all property

constituting Collateral (including, without limitation, Equity Interests) acquired with respect to the Target in accordance with the terms

of Section 6.13 and the Target, if a Person, shall have executed a Joinder Agreement in accordance with, and to the extent

required by, the terms of Section 6.12;

(d)            with

respect to an Acquisition or series of related Acquisitions where the Cost of Acquisition paid or payable in connection therewith is greater

than $7,500,000, the Administrative Agent and the Lenders shall have received (i) not less than ten (10) days (or such

shorter period as the Administrative Agent may reasonably agree) prior to the consummation of any such Acquisition (x) a description

of the material terms of such Acquisition, (y) audited financial statements (or, if unavailable, management-prepared financial statements)

of the Target for its two most recent fiscal years and for any fiscal quarters ended within the fiscal year to date, and (z) with

respect to any Acquisition or series of related Acquisitions for which the Cost of Acquisition paid or payable in connection therewith

is greater than $20,000,000, for the ensuing four (4) fiscal quarters after such Acquisition or series of Acquisitions, Consolidated

projected income statements of the Borrower and its Subsidiaries (giving effect to such Acquisition), and (ii) not less than five

(5) Business Days prior to the consummation of any such Permitted Acquisition, a Permitted Acquisition Certificate, executed by a

Responsible Officer of the Borrower certifying that such Permitted Acquisition complies with the requirements of this Agreement;

(e)            except

with respect to an Acquisition of a Customer or Customer’s assets, the Target shall have earnings before interest, taxes, depreciation

and amortization for its most recent fiscal year and its most recent interim fiscal quarter completed within forty-five (45) days prior

to the acquisition date, and after giving effect to any pro forma adjustments reasonably acceptable to the Administrative Agent, in an

amount greater than $0;

(f)            the

business acquired in connection with such Acquisition (i) is not engaged, directly or indirectly, in any line of business other than

the businesses in which the Loan Parties are engaged on the Closing Date or any business activities that are substantially similar, related,

or incidental thereto or (ii) is a Customer of a Loan Party;

(g)            no

Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether

relating to environmental, tax, litigation, or other matters) that could have a Material Adverse Effect;

(h)            such

Acquisition shall not be a “hostile” Acquisition and shall have been approved by the board of directors (or equivalent) and/or

shareholders (or equivalent) of the applicable Loan Party and the Target;

(i)             all

transactions in connection with such Acquisition shall be consummated in accordance with Applicable Laws;

(j)             [reserved];

(k)            no

Indebtedness or Liens (other than Permitted Indebtedness or Permitted Liens, including Permitted Indebtedness and Permitted Liens of any

new Subsidiary which becomes a Loan Party in accordance with this definition) are assumed or created in connection with such Acquisition;

(l)             unless

Administrative Agent shall otherwise consent in writing (in its sole discretion), (x) if the Acquisition is an equity purchase or

merger, the Target and its subsidiaries must have as their jurisdiction of formation a state within the United States or the District

of Columbia, and (y) if the Acquisition is an asset purchase, all or substantially all of the assets so acquired shall be located

within the United States;

(m)           the

consideration payable by the Loan Parties and their Subsidiaries in connection with such Acquisition shall consist solely of (x) noncash

Equity Interests (other than Disqualified Equity Interests) in Borrower, (y) cash and Cash Equivalents and/or (z) the issuance

by the applicable Loan Party of Subordinated Debt from the Target;

(n)            with

respect to any such Acquisition of assets that do not become Collateral or of any Equity Interests of a Person that does not become a

Loan Party hereunder, the aggregate Cost of Acquisition of all such Acquisitions does not exceed $10,000,000 in any fiscal year.

“Permitted Acquisition

Certificate” means a certificate substantially the form of Exhibit F or any other form approved by the Administrative

Agent.

“Permitted Liens”

has the meaning set forth in Section 7.01.

“Permitted Transfers”

means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of property to the Borrower or any

Subsidiary; provided that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party;

(c) Dispositions of accounts receivable in connection with the collection, settlement or compromise thereof; (d) licenses, sublicenses,

leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries;

(e) the sale or disposition of Cash Equivalents for fair market value, (f) the abandonment, expiration, cancellation, non-renewal

or discontinuance of intellectual property rights, which, in the reasonable business judgment of the Borrower, is not material to the

business of the Borrower and its Subsidiaries, taken as a whole, (g) the termination, unwinding or settlement of any Swap Contract,

(h) the use or transfer of cash in a manner that is not prohibited by this Agreement, (i) Dispositions permitted by Section 7.13

and (j) to the extent constituting a Disposition, Permitted Liens.

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

“Plan”

means any employee pension benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan) that is subject

to Title IV of ERISA, maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA

Affiliate is required to contribute on behalf of any of its employees.

“Platform”

has the meaning specified in Section 6.02(o).

“Pledged Equity”

has the meaning specified in the Security Agreement.

“Pro Forma Basis”

and “Pro Forma Effect” means, for any Disposition of all or substantially all of a division or a line of business

or for any Acquisition, whether actual or proposed, for purposes of determining compliance with the financial covenants set forth in Section 7.11,

each such transaction or proposed transaction shall be deemed to have occurred on and as of the first day of the relevant Measurement

Period, and the following pro forma adjustments shall be made:

(a)            in

the case of an actual or proposed Disposition, all income statement items (whether positive or negative) attributable to the line of business

or the Person subject to such Disposition shall be excluded from the results of the Borrower and its Subsidiaries for such Measurement

Period;

(b)            in

the case of an actual or proposed Acquisition, income statement items (whether positive or negative) attributable to the property, line

of business or the Person subject to such Acquisition shall be included in the results of the Borrower and its Subsidiaries for such Measurement

Period;

accrued during the relevant Measurement Period on, and the principal of, any Indebtedness repaid or to be repaid or refinanced in such

transaction shall be excluded from the results of the Borrower and its Subsidiaries for such Measurement Period; and

(d)            any

Indebtedness actually or proposed to be incurred or assumed in such transaction shall be deemed to have been incurred as of the first

day of the applicable Measurement Period, and interest thereon shall be deemed to have accrued from such day on such Indebtedness at the

applicable rates provided therefor (and in the case of interest that does or would accrue at a formula or floating rate, at the rate in

effect at the time of determination) and shall be included in the results of the Borrower and its Subsidiaries for such Measurement Period.

“Pro Forma Compliance”

means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma Effect,

based upon the results of operations for the most recently completed Measurement Period to (a) such transaction and (b) all

other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on or after the first

day of the relevant Measurement Period.

“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 Lender”

has the meaning specified in Section 6.02(p).

“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).

“QFC Credit Support”

has the meaning specified in Section 11.21.

“Qualified ECP

Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as

an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible

contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualifying Control

Agreement” means an agreement, among a U.S. Loan Party, a depository institution or securities intermediary and the Administrative

Agent, which agreement is in form and substance reasonably acceptable to the Administrative Agent and which provides the Administrative

Agent with “control” (as such term is used in Article 9 of the UCC) over the U.S. Deposit Account(s) or Securities

Account(s) described therein.

“Rate Determination

Date” means two (2) Business Days prior to the commencement 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 determined by the Administrative Agent; provided

that, to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate Determination

Date” means such other day as otherwise reasonably determined by the Administrative Agent).

“Recipient”

means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation

of any Loan Party hereunder.

“Register”

has the meaning specified in Section 11.06(c).

“Regulation U”

means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulatory Required

Permit” means any and all licenses, registrations, approvals and permits issued by any applicable Governmental Authority

necessary or required by applicable Law for any Loan Party or Subsidiary to conduct money transmission, payroll and payroll tax processing,

benefits brokerage services, insurance brokerage services, third party administrator services or any other financial services or related

licensable activity related to the business.

“Related Parties”

means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,

administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.

“Release”

means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching

into the Environment, or into, from or through any building, structure or facility.

“Reportable Event”

means any of the events set forth in Section 4043(c) of ERISA, 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 Term A Loans, DD Term Loans, or Revolving

Loans, a 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 Swingline Loan Notice.

“Required Lenders”

means, at any time, at least two (2) Lenders that are not Affiliates having Total Credit Exposures representing more than 50% of

the Total Credit Exposures of all Lenders at such time. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining

Required Lenders at any time; provided that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that

such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by

the Lender that is the Swingline Lender or the L/C Issuer, as the case may be, in making such determination; provided further that,

this definition is subject to Section 3.03.

“Rescindable Amount”

has the meaning set forth in Section 2.12(b)(ii).

“Resignation Effective

Date” has the meaning set forth in Section 9.06(a).

“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 or controller of a Loan Party set

forth on the incumbency certificate delivered pursuant to Section 4.01(b) (or such other incumbency certificate delivered to

the Administrative Agent after the Closing Date) and, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01(b),

the directors, secretary or any assistant secretary of a Loan Party. 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.

To the extent reasonably requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and to

the extent reasonably requested by the Administrative Agent, appropriate authorization documentation, in form and substance satisfactory

to the Administrative Agent.

“Restricted Payment”

means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of Equity

Interests of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund

or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity

Interests of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to obtain

the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of any Loan Party

or any of its Subsidiaries, now or hereafter outstanding and (d) any payment with respect to any Contingent Acquisition Consideration.

“Revolving Borrowing”

means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Term SOFR Loans having the same Interest

Period made by each of the Revolving Lenders pursuant to Section 2.01.

“Revolving Commitment”

means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01,

(b) purchase participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal

amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01(b) under

the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender

becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Revolving

Commitment of all of the Revolving Lenders on the Closing Date shall be $10,000,000.

“Revolving Exposure”

means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s

participation in L/C Obligations and Swingline Loans at such time.

“Revolving Facility”

means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time.

“Revolving Lender”

means, at any time, (a) so long as any Revolving Commitment is in effect, any Lender that has a Revolving Commitment at such time

or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation in L/C Obligations

or Swingline Loans at such time.

“Revolving Loan”

has the meaning specified in Section 2.01(b).

“Revolving Note”

means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Revolving Loans or Swingline Loans, as the case

may be, made by such Revolving Lender, substantially in the form of Exhibit G.

“S&P”

means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

“Sale and Leaseback

Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any

Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned

or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same

purpose or purposes as the property being sold or transferred.

“Sanction(s)”

means any sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations

Security Council, the Hong Kong Monetary Authority, the European Union, His Majesty’s Treasury (“HMT”),

or other relevant sanctions authority.

“SEC”

means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash

Management Agreement” means any Cash Management Agreement between the any Loan Party and any of its Subsidiaries and any

Cash Management Bank.

“Secured Hedge

Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract required by or not prohibited

under Article VI or VII between any Loan Party and any of its Subsidiaries and any Hedge Bank.

“Secured Obligations”

means all Obligations and all Additional Secured Obligations.

“Secured Parties”

means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, the Indemnitees

and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

“Secured Party

Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit H.

“Securities Act”

means the Securities Act of 1933, including all amendments thereto and regulations promulgated thereunder.

“Security Agreement”

means the security and pledge agreement, dated as of the Closing Date, executed in favor of the Administrative Agent by each of the Loan

Parties.

“Shareholders’

Equity” means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries

as of such date, determined in accordance with GAAP.

“SOFR”

means the Secured Overnight Financing Rate as administered by SOFR Administrator.

“SOFR Administrator”

means the Federal Reserve Bank of New York (or a successor administrator).

“SOFR

Scheduled Unavailability Date” has the meaning specified in Section 3.03(b)(ii).

“Solvency Certificate”

means a solvency certificate in substantially in the form of Exhibit I.

“Solvent”

and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the

fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person,

(b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable

liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe

that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) 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, and (e) such Person is able to pay its debts and liabilities, contingent

obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time

shall be computed as the amount that, in the 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.

“Specified Laws”

means, collectively, (a) F.I.C.A.; (b) F.U.T.A.; (c) all applicable Laws regarding money transmission, payroll processing,

payment processing, and other financial services; (d) all consumer protection statutes, including the Dodd-Frank Wall Street Reform

and Consumer Protection Act, 12 U.S.C. 5301 et seq., including but not limited to any prohibitions for deceptive, unfair, and abusive

acts and practices, as well as all enumerated statutes under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (e) the

Health Insurance Portability and Accountability Act of 1996; (f) all applicable Laws related to the licensing, permitting, or other

authorizing of financial products or services; (g) Anti-Terrorism Laws; (h) all applicable Data Privacy and Cybersecurity Laws;

and (i) any state or local analogues to such laws, together with, in each case, all regulations issued by any applicable Governmental

Authority with respect thereto.

“Specified Loan

Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange

Act (determined prior to giving effect to Section 10.11).

“Specified Permitted

Acquisition” means a Permitted Acquisition, the total consideration (including maximum potential total amount of all deferred

payment obligations (including earn-outs) and Indebtedness assumed or incurred) for which equals or exceeds $75,000,000.

“Subordinated

Debt” means any Indebtedness of Loan Parties incurred pursuant to (a) Subordinated Existing Holdover Notes Documents

so long as such Indebtedness remains unsecured, not

guaranteed and subordinated to the Liens granted

in favor of Administrative Agent and the Lenders securing the Secured Obligations and all payments in respect of such Indebtedness remains

subordinated to the payment in full of the Secured Obligations pursuant to a subordination agreement or subordination provisions in the

applicable Subordinated Existing Holdover Notes of which Administrative Agent is an express third party beneficiary, which subordination

provisions are in form and substances reasonably satisfactory to Administrative Agent, (b) Subordinated Unsecured Seller Notes Documents

so long as such Debt remains unsecured, not guaranteed and subordinated to the Liens granted in favor of Administrative Agent and the

Lenders securing the Obligations and all payments in respect of such Indebtedness remains subordinated to the payment in full of the Obligations

pursuant to a subordination agreement or subordination provisions in the applicable Subordinated Unsecured Seller Notes Documents of which

Administrative Agent is an express third party beneficiary, which subordination provisions are in form and substances reasonably satisfactory

to Administrative Agent and (c) the terms of the other Subordinated Debt Documents and with the prior written consent of Administrative

Agent, all of which documents must be in form and substance acceptable to Administrative Agent in its sole discretion.

“Subordinated

Debt Documents” means each of (a) the Subordinated Existing Holdover Notes Documents, (b) the Subordinated Unsecured

Seller Notes Documents and (c) any other documents evidencing and/or securing Indebtedness governed by a Subordination Agreement,

all of which documents must be in form and substance acceptable to Administrative Agent in its sole discretion.

“Subordinated

Existing Holdover Notes” means those certain subordinated unsecured promissory notes identified on Schedule 1.01(e) (in

each case as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof or after the date hereof

in accordance with the terms of such Subordinated Existing Holdover Note and not in violation of this Agreement or any other financing

document).

“Subordinated

Existing Holdover Notes Documents” means (a) the Subordinated Existing Holdover Notes and (b) each other document

or instrument executed by any Loan Party or Subsidiary thereof in respect of the Subordinated Existing Holdover Notes or the obligation

thereunder.

“Subordinated

Unsecured Seller Notes” means each unsecured subordinated promissory note issued by a Loan Party to a seller in connection

with a Permitted Acquisition and such promissory note is either (a) in the form of Subordinated Existing Holdover Notes or (b) in

form and substance acceptable to the Administrative Agent in its sole discretion.

“Subordinated

Unsecured Seller Notes Documents” means (a) the Subordinated Unsecured Seller Notes and (b) each other document

or instrument executed by any Loan Party or Subsidiary thereof in respect of the Subordinated Unsecured Seller Notes or the obligation

thereunder.

“Subordination

Agreement” means each agreement between Administrative Agent and another creditor of Loan Parties, as the same may be amended,

supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, pursuant to which the Indebtedness

owing from any Loan Party and/or the Liens securing such Indebtedness granted by any Loan Party to such creditor are subordinated in any

way to the Secured Obligations and the Liens created under the Collateral Documents, the terms and provisions of such Subordination Agreements

to have been agreed to by and be acceptable to Administrative Agent in the exercise of its sole discretion.

“Subsidiary”

of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of

the shares of Voting Stock is 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 Borrower.

“Successor Rate”

has the meaning specified in Section 3.03(b).

“Supported QFC”

has the meaning specified in Section 11.21.

“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 Obligations”

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

in good faith by the Borrower in accordance with the terms thereof based upon one or more mid-market or other readily available quotations

provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swingline Borrowing”

means a borrowing of a Swingline Loan pursuant to Section 2.04.

“Swingline Lender”

means MUFG, in its capacity as provider of Swingline Loans, or any successor swingline lender hereunder.

“Swingline Loan”

has the meaning specified in Section 2.04(a).

“Swingline Loan

Notice” means a notice of a Swingline Borrowing pursuant to Section 2.04(b), which shall be substantially in

the form of Exhibit J or such other form as approved by the Administrative Agent (including any form on an electronic platform

or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible

Officer of the Borrower.

“Swingline Sublimit”

means an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving Facility. The Swingline Sublimit is part of, and

not in addition to, the Revolving Facility.

“Synthetic Debt”

means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered

into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise included in the definition of

“Indebtedness” or as a liability on the Consolidated balance sheet of such Person and its Subsidiaries in accordance with

GAAP.

“Synthetic Lease

Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention

lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each case, creating

obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person,

would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Target”

has the meaning set forth in the definition of “Permitted Acquisition.”

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees

or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term A Borrowing”

means a borrowing consisting of simultaneous Term A Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest

Period made by each of the Term A Lenders pursuant to Section 2.01(a).

“Term A Commitment”

means, as to each Term A Lender, its obligation to make Term A Loans to the Borrower pursuant to Section 2.01(a) in an

aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A Lender’s name on

Schedule 1.01(b) under the caption “Term A Commitment” or opposite such caption in the Assignment and Assumption

pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance

with this Agreement. The Term A Commitment of all of the Term A Lenders on the Closing Date shall be $85,000,000.

“Term A Facility”

means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term A Commitments at such time and (b) thereafter,

the aggregate principal amount of the Term A Loans of all Term A Lenders outstanding at such time.

“Term A Lender”

means (a) at any time on or prior to the Closing Date, any Lender that has a Term A Commitment at such time and (b) at any time

after the Closing Date, any Lender that holds Term A Loans at such time.

“Term A Loan”

means an advance made by any Term A Lender under the Term A Facility.

“Term A Note”

means a promissory note made by the Borrower in favor of a Term A Lender evidencing Term A Loans made by such Term A Lender, substantially

in the form of Exhibit N-1.

“Term Borrowing”

means a Term A Borrowing or a DD Term Borrowing, as the context may require.

“Term Commitment”

means the Term A Commitment or the DD Term Commitment, as the context may require.

“Term Facility”

means the Term A Facility or the DD Term Facility, as the context may require.

“Term Lender”

means a Term A Lender or a DD Term Lender, as the context may require.

“Term Loan”

means Term A Loan or a DD Term Loan, as the context may require.

“Term SOFR” means:

(a)           for

any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government

Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that

if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the

first U.S. Government Securities Business Day immediately prior thereto; and

(b)           for

any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S.

Government Securities Business Days prior to such date with a term of one month commencing that day; provided that if the rate is not

published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government

Securities Business Day immediately prior thereto;

provided that if the Term SOFR determined

in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, the Term

SOFR shall be deemed zero for purposes of this Agreement.

“Term SOFR Loan”

means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.

“Term SOFR Replacement

Date” has the meaning specified in Section 3.03(b).

“Term SOFR Screen

Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative

Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations

as may be designated by the Administrative Agent from time to time).

“Threshold Amount”

means an amount equal to $10,000,000.

“Total Credit

Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Exposure and Outstanding Amount of all

Term Loans of such Lender at such time.

“Total Revolving

Exposure” means, as to any Revolving Lender at any time, the unused Commitments and Revolving Exposure of such Revolving

Lender at such time.

“Total Revolving

Outstandings” means, as of any date of determination, the aggregate Outstanding Amount of all Revolving Loans, Swingline

Loans and L/C Obligations as of such date.

“Type”

means, with respect to a Loan, its character as a Base Rate Loan or a Term SOFR Loan.

“UCC”

means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of

perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code

as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code

as in effect from time to time in such other

jurisdiction for purposes of the provisions hereof relating to such perfection, effect

of perfection or non-perfection or priority.

“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 subject to 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.

“United States”

and “U.S.” mean the United States of America.

“Unreimbursed

Amount” has the meaning specified in Section 2.03(f).

“Unrestricted

Cash” means, as of any date of determination, the aggregate amount of cash and Cash Equivalents of the Loan Parties that

(i) do not appear (and are not required to appear) as “restricted” on the consolidated balance sheet of such Loan Party

(unless such appearance is related to the Liens granted to the Administrative Agent to secure the Secured Obligations), (ii) are

not subject to any Lien in favor of any person other than (A) the perfected security interest of the Administrative Agent and (B) bankers’

liens arising in connection with depository relations or Securities Accounts entered into in the ordinary course of business and (iii) are

otherwise generally available for use by such Loan Parties, in each case, solely to the extent any such cash and Cash Equivalents are

(or would be) included on the balance sheet of such Loan Parties, in each case, as of such date of determination. For the avoidance of

doubt, no amounts held in, or required to be held in, any Excluded Accounts shall be considered Unrestricted Cash for the purposes of

this Agreement.

“U.S. Government

Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the

Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire

day for purposes of trading in United States government securities.

“U.S.

Loan Party” means any Loan Party that is organized under the laws of the United States, any state thereof for the District

of Columbia.

“U.S.

Person” means any United States citizen, lawful permanent resident, entity organized under the laws of the United States

or any jurisdiction within the United States, including any foreign branch of any such entity, or any person in the United States.

“U.S. Special

Resolution Regimes” has the meaning specified in Section 11.21.

“U.S.

Tax Compliance Certificate” has the meaning specified in Section 3.01(f)(ii)(B)(3).

“Voting Stock”

means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies,

entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right to so vote

has been suspended by the happening of such contingency.

“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.

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

definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,

any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”

and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”

shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any

definition of or reference to any agreement, instrument or other document (including the Loan Documents and any Organization Document)

shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified,

extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications

set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s

successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,”

and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not

to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits

and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan

Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations,

orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation

shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified, extended, restated, replaced or supplemented

from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning

and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract

rights. Any and all references to “L/C Issuer” regardless of whether preceded by the term “a”, “any”,

“each of”, “all”, “and/or”, or any other similar term shall be deemed to refer, as the context requires,

to each and every (and/or any, one or all) parties constituting a L/C Issuer, individually and/or in the aggregate.

(b)           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.”

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.

(d)           Any

reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term,

shall be deemed to apply to a division of

or by a limited liability company, or an allocation of assets to a series of a limited

liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation,

amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any

division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability

company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

1.03        Accounting

Terms.

(a)           Generally.

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 on a consistent basis, as in effect from time to time, applied in a manner consistent, generally and in all material

respects, with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding

the foregoing, (a) for purposes of determining compliance with any covenant (including the computation of any financial covenant)

contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal

amount thereof, and the effects of FASB ASC 825 and FASB ASC 470–20 on financial liabilities shall be disregarded, and (b) any

obligations of a Person that are or would have been treated as operating leases for purposes of GAAP prior to the implementation of Financial

Accounting Standards Board ASU No. 2016-02, Leases (Topic 842) and any interpretations thereof (“ASU 842”) shall continue

to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement

(other than for purposes of the delivery of financial statements prepared in accordance with GAAP), notwithstanding the fact that such

obligations are required in accordance with ASU 842 to be treated as capitalized lease or finance lease obligations in accordance with

GAAP.

(b)           Changes

in GAAP. If at any time any change in GAAP (or in the application thereof) would affect the computation of any financial ratio or

requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent,

the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof

in light of such change in GAAP (or in the application thereof) (subject to the approval of the Required Lenders); provided that,

until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein

(or in the application thereof) and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements

and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations

of such ratio or requirement made before and after giving effect to such change in GAAP (or in the application thereof).

of Variable Interest Entities. All references herein to Consolidated financial statements of Borrower and its Subsidiaries or to the

determination of any amount for Borrower and its Subsidiaries on a Consolidated basis or any similar reference shall, in each case, be

deemed to include each variable interest entity that Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable

interest entity were a Subsidiary as defined herein.

(d)           Pro

Forma Treatment. Each Disposition of all or substantially all of a line of business, and each Acquisition, by the Borrower and its

Subsidiaries that is consummated during any Measurement Period shall, for purposes of determining compliance with the financial

covenants set forth in Section 7.11

and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period.

(e)           Calculation

Timing. For purposes of determining the permissibility of any action, change, transaction, or other event (each of the foregoing,

a “Proposed Event”) that requires a calculation of any financial ratio or test (including, without limitation,

Section 7.11, any Consolidated Net Leverage Ratio test, any Consolidated Fixed Charge Coverage Ratio test, and/or the amount

of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such

transaction is consummated or such event occurs, as the case may be (any such time, the “Reference Time”). No

Default or Event of Default shall be deemed to have occurred as a result of the Proposed Event having occurred notwithstanding the fact

that a change in such financial ratio or test occurred after the applicable Reference Time which would have otherwise made the Proposed

Event impermissible hereunder.

1.04        Rounding.

Any financial ratios required

to be maintained by the Borrower pursuant to 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).

1.05        Times

of Day.

Unless otherwise specified,

all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06        Letter

of Credit Amounts.

Unless otherwise specified

herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such

time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document

related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall

be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum

stated amount is in effect at such time.

1.07        Interest

Rates.

The Administrative Agent

does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the

administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate

(including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an

alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component

of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its

affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to

herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of

any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower.

The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate

referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or

any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the

Borrower, any Lender or any other person or entity for damages of any kind,

including direct or indirect, special, punitive,

incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in

equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate

(or component thereof) provided by any such information source or service.

1.08        UCC

Terms.

Capitalized terms used herein

that are defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates,

have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination,

to the UCC then in effect.

Article II

COMMITMENTS

AND CREDIT EXTENSIONS

2.01        Loans.

(a)           Term

A Borrowing. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single loan to the

Borrower, in Dollars, on the Closing Date in an amount not to exceed such Term A Lender’s Applicable Percentage of the Term A Facility.

The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Applicable

Percentage of the Term A Facility. Term A Borrowings repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Term

SOFR Loans, as further provided herein.

(b)           Revolving

Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such

loan, a “Revolving Loan”) to the Borrower, in Dollars, from time to time, on any Business Day during the Availability

Period for the Revolving Facility, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving

Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the Total Revolving

Outstandings shall not exceed the Revolving Facility, and (ii) the Revolving Exposure of any Lender shall not exceed such Revolving

Lender’s Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other

terms and conditions hereof, the Borrower may borrow Revolving Loans, prepay under Section 2.05, and reborrow under this Section 2.01(b).

Revolving Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.

Term Borrowing. Subject to the terms and conditions set forth herein, each DD Term Lender severally agrees to make up to three (3) DD

Term Loans time to time, on any Business Day during the Availability Period for the DD Term Facility, in an aggregate amount not to exceed

such DD Term Lender’s Applicable Percentage of the DD Term Facility. Each DD Term Borrowing shall consist of DD Term Loans made

simultaneously by the DD Term Lenders in accordance with their respective Applicable Percentage of the DD Term Facility. DD Term Borrowings

repaid or prepaid may not be reborrowed. DD Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.

2.02        Borrowings,

Conversions and Continuations of Loans.

(a)           Notice

of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Loans

shall be made upon the Borrower’s

irrevocable notice to the Administrative Agent, which may be given by (A) telephone or

(B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative

Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 12:00

p.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of

Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of

Base Rate Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a principal amount of $5,000,000 or

a whole multiple of $1,000,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the

entire principal thereof then outstanding). Except as provided in Sections 2.03(f) and 2.04(c), each Borrowing of

or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or,

in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Loan

Notice shall specify (i) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from

one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (ii) the requested date of the

Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans

to be borrowed, converted or continued, and (iv) the Type of Loans to be borrowed or to which existing Loans are to be

converted, (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type

of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the

applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be

effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower

requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Loan Notice, but fails to specify an Interest

Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a

Swingline Loan may not be converted to a Term SOFR Loan.

(b)           Advances.

Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount

of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided

by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described

in Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan available to the

Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business

Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and,

if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received

available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower

on the books of MUFG with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions

provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided that if, on the date the Loan Notice

with respect to a Revolving Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of a Revolving

Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available

to the Borrower as provided above.

SOFR Loans. Except as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of an Interest

Period for such Term SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term SOFR

Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the outstanding Term SOFR Loans

be converted immediately to Base Rate Loans.

(d)           Interest

Rates. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive

and binding on the Borrower and the Lenders in the absence of manifest error.

(e)           Interest

Periods. After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations

of Term Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect in respect of the Term Facility.

After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations

of Revolving Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect in respect of the Revolving

Facility.

(f)            Cashless

Settlement Mechanism. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all

or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms

of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

(g)           Conforming

Changes. With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time

and, notwithstanding anything to the contrary herein or in any other 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; provided

that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming

Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

2.03        Letters

of Credit.

(a)           The

L/C Commitment. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01,

the Borrower may request that the L/C Issuer, in reliance on the agreements of the Revolving Lenders set forth in this Section 2.03,

issue, at any time and from time to time during the Availability Period, Letters of Credit denominated in Dollars for its own account

or the account of any of its Subsidiaries in such form as is acceptable to the Administrative Agent and the L/C Issuer in its reasonable

determination. Letters of Credit issued hereunder shall constitute utilization of the Revolving Commitments.

(b)           Notice

of Issuance, Amendment, Extension, Reinstatement or Renewal.

(i)            To

request the issuance of a Letter of Credit (or the amendment of the terms and conditions, extension of the terms and conditions,

extension of the expiration date, or reinstatement of amounts paid, or renewal of an outstanding Letter of Credit), the Borrower

shall deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Issuer) to the

L/C Issuer selected by it and to the Administrative Agent not later than 12:00 p.m. at least two (2) Business Days (or

such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion)

prior to the proposed issuance date or date of amendment, as the case may be a notice requesting the issuance of a Letter of Credit,

or identifying the Letter of Credit to be amended, extended, reinstated or renewed, and specifying the date of issuance, amendment,

extension, reinstatement or renewal (which shall be a Business Day), the date on which such Letter of Credit is to expire (which

shall comply with clause (d) of this Section 2.03), the amount of such Letter of Credit, the name and

address of the

beneficiary thereof, the purpose and nature of the requested Letter of Credit and such other information as shall be

necessary to prepare, amend, extend, reinstate or renew such Letter of Credit. If requested by the L/C Issuer, the Borrower also

shall submit a Letter of Credit Application and reimbursement agreement on the L/C Issuer’s standard form in connection with

any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the

terms and conditions of any form of Letter of Credit Application and reimbursement agreement or other agreement submitted by the

Borrower to, or entered into by the Borrower with, the L/C Issuer relating to any Letter of Credit, the terms and conditions of this

Agreement shall control.

on Amounts, Issuance and Amendment. A Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and

upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit the Borrower shall be deemed to represent and warrant

that), after giving effect to such issuance, amendment, extension, reinstatement or renewal (w) the aggregate amount of the outstanding

Letters of Credit issued by the L/C Issuer shall not exceed its L/C Commitment, (x) the aggregate L/C Obligations shall not exceed

the Letter of Credit Sublimit, (y) the Revolving Exposure of any Lender shall not exceed its Revolving Commitment and (z) the

Total Revolving Exposure shall not exceed the total Revolving Commitments.

(i)            The

L/C Issuer shall not be under any 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 the L/C Issuer

from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force

of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from,

the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to

the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder)

not in effect on the Closing Date, or shall impose upon the 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)           the

issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $500,000;

(D)          any

Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash

Collateral, satisfactory to the L/C Issuer (in its reasonable discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s

actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising

from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C

Issuer has actual or potential Fronting Exposure, as it may elect in its reasonable discretion; or

(E)           the

Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(ii)           The

L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time

to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not

accept the proposed amendment to the Letter of Credit.

(d)           Expiration

Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of (i) the date twelve (12) months

after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, whether automatic

or by amendment, twelve (12) months after the then-current expiration date of such Letter of Credit) and (ii) the date that is five

(5) Business Days prior to the Maturity Date.

(e)           Participations.

(i)             By

the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof),

and without any further action on the part of the L/C Issuer or the Lenders, the L/C Issuer hereby grants to each Revolving Lender, and

each Revolving Lender hereby acquires from the L/C Issuer, a participation in such Letter of Credit equal to such Lender’s Applicable

Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Revolving Lender acknowledges and

agrees that its obligation to acquire participations pursuant to this clause (e) in respect of Letters of Credit is absolute,

unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement

or renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments.

(ii)            In

consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees to

pay to the Administrative Agent in Dollars, for account of the L/C Issuer, such Lender’s Applicable Percentage of each L/C Disbursement

made by the L/C Issuer not later than 1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent

to the Revolving Lenders pursuant to Section 2.03(f) until such L/C Disbursement is reimbursed by the Borrower or at

any time after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the Maturity Date.

Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the

same manner as provided in Section 2.02 with respect to Loans made by such Lender (and Section 2.02 shall apply,

mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this Section 2.03), and the Administrative

Agent shall promptly pay to the L/C Issuer the amounts so received by it from the Lenders. Promptly following receipt by the Administrative

Agent of any payment from the Borrower pursuant to Section 2.03(f), the Administrative Agent shall distribute such payment

to the L/C Issuer or, to the extent that the Revolving Lenders have made payments pursuant to this clause (e) to reimburse

the L/C Issuer, then to such Lenders and the L/C Issuer as their interests may appear. Any payment made by a Lender pursuant to this clause

(e) to reimburse the L/C Issuer for any L/C Disbursement shall not constitute a Loan and shall not relieve the Borrower of its

obligation to reimburse such L/C Disbursement.

(iii)           Each

Revolving Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect

such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such

Lender’s Commitment is amended pursuant to the operation of Section 2.16, as a result of an assignment in accordance

with Section 11.06 or otherwise pursuant to this Agreement.

(iv)           If

any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid

by such Lender pursuant to the foregoing provisions of this Section 2.03(e), then, without limiting the other provisions of

this Agreement, the 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 the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in

accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily

charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the

amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect

of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Lender (through the Administrative

Agent) with respect to any amounts owing under this clause (e)(iv) shall be conclusive absent manifest error.

(f)            Reimbursement.

If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect

of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 1:00 p.m. on

(i) the Business Day that the Borrower receives notice of such L/C Disbursement in the currency in which such L/C Disbursement was

made if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower

receives such notice, if such notice is not received prior to such time, provided that, if such L/C Disbursement is not less than $1,000,000,

the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04

that such payment be financed with a Borrowing of a Base Rate Loan or a Swingline Loan in an equivalent amount and, to the extent so financed,

the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans or

Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the

L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and

such Lender’s Applicable Percentage thereof. Promptly upon receipt of such notice, each Revolving Lender shall pay to the Administrative

Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized

portion of the aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may

be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect

the conclusiveness or binding effect of such notice.

(g)           Obligations

Absolute. The Borrower’s obligation to reimburse L/C Disbursements as provided in clause (f) of this Section 2.03

shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under

any and all circumstances whatsoever and irrespective of:

(i)             any

lack of validity or enforceability of this Agreement, any other Loan Document or any Letter of Credit, or any term or provision herein

or therein;

(ii)            the

existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary 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 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 in such draft or other document being untrue or inaccurate in any respect;

(iv)           waiver

by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver

by the L/C Issuer which does not in fact materially prejudice the Borrower;

(v)            honor

of a demand for payment presented electronically even if such Letter of Credit required that demand be in the form of a draft;

(vi)           any

payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of,

or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC or

the ISP, as applicable;

(vii)          payment

by the L/C Issuer under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms

of such Letter of Credit; or

(viii)         any

other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.03,

constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.

(h)           Examination.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event

of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C

Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such

notice is given as aforesaid.

(i)            Liability.

None of the Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Parties shall have any liability or

responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the L/C Issuer or any payment

or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any

error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or

relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of

technical terms, any error in translation or any consequence arising from causes beyond the control of the L/C Issuer; provided

that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent of any direct

damages (as opposed to consequential damages, claims in respect of which are hereby

waived by the Borrower to the extent permitted

by Applicable Law) suffered by the Borrower that are caused by the L/C Issuer’s failure to exercise care when determining

whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly

agree that, in the absence of gross negligence or willful misconduct on the part of the L/C Issuer (as finally determined by a court

of competent jurisdiction), the L/C Issuer shall be deemed to have exercised care in each such determination, and that:

(i)             the

L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified

true copy marked as such or waive a requirement for its presentation;

(ii)            the

L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without

responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation

of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any

non-documentary condition in such Letter of Credit;

(iii)           the

L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents

are not in strict compliance with the terms of such Letter of Credit; and

(iv)           this

sentence shall establish the standard of care to be exercised by the L/C Issuer when determining whether drafts and other documents presented

under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law,

any standard of care inconsistent with the foregoing).

Without limiting the foregoing, none of

the Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason

of (A) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith,

or illegal conduct of the beneficiary or other Person, (B) the L/C Issuer declining to take-up documents and make payment, (C) against

documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor, (D) following a Borrower’s

waiver of discrepancies with respect to such documents or request for honor of such documents or (E) the L/C Issuer retaining proceeds

of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to the L/C

Issuer.

(j)             Applicability

of ISP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued by it, the rules of

the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower

for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the 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 L/C Issuer or the beneficiary is located, the practice stated in the ISP or

in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance

and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice,

whether or not any Letter of Credit chooses such law or practice.

(k)            Benefits.

The 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 the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in Article IX

with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to

be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as

used in Article IX included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided

herein with respect to the L/C Issuer.

(l)             Letter

of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its

Applicable Revolving Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit

equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing

the daily amount available to be drawn under any standby Letter of Credit, the amount of such Letter of Credit shall be determined in

accordance with Section 1.06. Letter of Credit Fees shall be (i) payable on the first Business Day following 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

and (ii) accrued through and including the last day of each calendar quarter in arrears. If there is any change in the Applicable

Rate during any quarter, the daily amount available to be drawn under 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. Notwithstanding anything to the contrary

contained herein, upon the request of the Required Lenders that are Revolving Lenders, while any Event of Default exists, all Letter of

Credit Fees shall accrue at the Default Rate.

(m)           Fronting

Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account

a fronting fee with respect to each Letter of Credit, at the rate per annum equal to 0.125%, computed on the daily amount available to

be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable no later than the tenth

Business Day after the end of each March, June, September and December in 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 issuance of such Letter of

Credit, on the Maturity Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter

of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower

shall pay directly to the L/C Issuer, for its own account, the customary issuance, presentation, amendment and other processing fees,

and other standard costs and charges, of the 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 on demand and are nonrefundable.

(n)            Disbursement

Procedures. The L/C Issuer for any Letter of Credit shall, within the time allowed by Applicable Laws or the specific terms of the

Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of

Credit. The L/C Issuer shall promptly after such examination notify the Administrative Agent and the Borrower in writing of such demand

for payment if the L/C Issuer has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay

in giving such notice shall not relieve the Borrower of its obligation to reimburse the L/C Issuer and the Lenders with respect to any

such L/C Disbursement.

(o)            Interim

Interest. If the L/C Issuer for any standby Letter of Credit shall make any L/C Disbursement, then, unless the Borrower shall reimburse

such L/C Disbursement in full on the

date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day

from and including the date such L/C Disbursement is made to but excluding the date that the Borrower reimburses such L/C Disbursement,

at the rate per annum then applicable to Base Rate Loans; provided that if the Borrower fails to reimburse such L/C Disbursement

when due pursuant to clause (f) of this Section 2.03, then Section 2.08(b) shall apply.

Interest accrued pursuant to this clause (p) shall be for account of the L/C Issuer, except that interest accrued on and

after the date of payment by any Lender pursuant to clause (f) of this Section 2.03 to reimburse the L/C

Issuer shall be for account of such Lender to the extent of such payment.

(p)           Replacement

and Resignation of the L/C Issuer.

(i)             The

L/C Issuer may be replaced at any time by written agreement between the Borrower, the Administrative Agent, the replaced L/C Issuer and

the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of the L/C Issuer. At the time any

such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced L/C Issuer pursuant

to Section 2.03(m). From and after the effective date of any such replacement, (i) the successor L/C Issuer shall have

all the rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit to be issued by it thereafter and

(ii) references herein to the term “L/C Issuer” shall be deemed to include such successor or any previous L/C Issuer,

or such successor and all previous L/C Issuer, as the context shall require. After the replacement of the L/C Issuer hereunder, the replaced

L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement

with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(ii)            Any

L/C Issuer may resign at any time by giving thirty (30) days’ prior notice to the Administrative Agent, the Lenders and the Borrower.

After the resignation of a L/C Issuer hereunder, the retiring L/C Issuer shall remain a party hereto and shall continue to have all the

rights and obligations of an L/C Issuer under this Agreement and the other Loan Documents with respect to Letters of Credit issued by

it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase the outstanding

Letter of Credit.

(q)           Cash

Collateralization.

(i)             If

any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative

Agent or the Required Lenders that are Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders

with L/C Obligations representing at least 66-2/3% of the total L/C Obligations) demanding the deposit of Cash Collateral pursuant

to this clause (q), the Borrower shall immediately deposit into an account established and maintained on the books and

records of the Administrative Agent (the “Collateral Account”) an amount in cash equal to 105% of the

total L/C Obligations as of such date plus any accrued and unpaid interest thereon, provided that the obligation to

deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without

demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (f) of Section 8.01.

Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the

Borrower under this Agreement. In addition, and without limiting the foregoing or clause (d) of this Section 2.03,

if any L/C Obligations remain outstanding after

the expiration date specified in said clause (d), the Borrower shall

immediately deposit into the Collateral Account an amount in cash equal to 105% of such L/C Obligations as of such date plus

any accrued and unpaid interest thereon.

(ii)            The

Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account.

Other than any interest earned on the investment of such deposits, which investments shall be made at the option and reasonable discretion

of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits,

if any, on such investments shall accumulate in the Collateral Account. Moneys in the Collateral Account shall be applied by the Administrative

Agent to reimburse the L/C Issuer for L/C Disbursements for which it has not been reimbursed, together with related fees, costs, and customary

processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower

for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with

L/C Obligations representing 66-2/3% of the total L/C Obligations), be applied to satisfy other obligations of the Borrower under this

Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of

Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after

all Events of Default have been cured or waived.

(r)            Letters

of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations

of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse, indemnify and compensate the L/C Issuer hereunder

for any and all drawings under such Letter of Credit as if such Letter of Credit had been issues solely for the account of the Borrower.

The Borrower irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of

the obligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters

of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial

benefits from the businesses of such Subsidiaries.

(s)           L/C

Issuer Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition

to its notification obligations set forth elsewhere in this Section 2.03, provide the Administrative Agent a Letter of Credit

Report, as set forth below:

(i)             reasonably

prior to the time that such L/C Issuer issues, amends, renews, increases or extends a Letter of Credit, the date of such issuance, amendment,

renewal, increase or extension and the stated amount of the applicable Letters of Credit after giving effect to such issuance, amendment,

renewal or extension (and whether the amounts thereof shall have changed);

(ii)            on

each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment;

(iii)           on

any Business Day on which the Borrower fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed to such

L/C Issuer on such day, the date of such failure and the amount of such payment;

(iv)          on

any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued

by such L/C Issuer; and

(v)            for

so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent (A) on

the last Business Day of each calendar month, (B) at all other times a Letter of Credit Report is required to be delivered pursuant

to this Agreement, and (C) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation

and/or disbursement, in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed with the

information for every outstanding Letter of Credit issued by such L/C Issuer.

(t)            Additional

L/C Issuers. Any Lender hereunder may become an L/C Issuer upon receipt by the Administrative Agent of a fully executed Notice of

Additional L/C Issuer which shall be signed by the Borrower, the Administrative Agent and each L/C Issuer. Such new L/C Issuer shall provide

its L/C Commitment in such Notice of Additional L/C Issuer and upon the receipt by the Administrative Agent of the fully executed Notice

of Additional L/C Issuer, the defined term L/C Commitment shall be deemed amended to incorporate the L/C Commitment of such new L/C Issuer.

(u)           Conflict

with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof

shall control.

2.04        Swingline

Loans.

(a)           The

Swingline. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other

Lenders set forth in this Section 2.04, may in its sole discretion make loans to the Borrower (each such loan, a “Swingline

Loan”). Each such Swingline Loan may be made, subject to the terms and conditions set forth herein, to the Borrower, in

Dollars, from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding

the amount of the Swingline Sublimit; provided that (i) after giving effect to any Swingline Loan, (A) the Total Revolving

Outstandings shall not exceed the Revolving Facility at such time, (B) the Revolving Exposure of any Revolving Lender at such time

shall not exceed such Lender’s Revolving Commitment and (C) the aggregate outstanding principal amount of Swingline Loans shall

not exceed the Swingline Sublimit, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding

Swingline Loan, and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine

(which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting

Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04,

prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall bear interest only

at a rate based on the Base Rate plus the Applicable Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall

be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline

Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swingline

Loan.

(b)           Borrowing

Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the

Administrative Agent, which may be given by: (i) telephone or (ii) a Swingline Loan Notice; provided that any

telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan

Notice. Each such Swingline Loan Notice must be received by the Swingline

Lender and the Administrative Agent not later than 1:00

p.m. on the requested borrowing date, and shall specify (A) the amount to be borrowed, which shall be a minimum of

$250,000, and (B) the requested date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline

Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing)

that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the

Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by

telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on

the date of the proposed Swingline Borrowing (1) directing the Swingline Lender not to make such Swingline Loan as a result of

the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (2) that one or more of

the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions

hereof, the Swingline Lender may make the amount of its Swingline Loan available to the Borrower at its office by crediting the

account of the Borrower on the books of the Swingline Lender in immediately available funds.

of Swingline Loans.

(i)             The

Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes

the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s

Applicable Revolving Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in writing (which written

request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02,

without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized

portion of the Revolving Facility and the conditions set forth in Section 4.02. The Swingline Lender shall furnish the Borrower

with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall

make an amount equal to its Applicable Revolving Percentage of the amount specified in such Loan Notice available to the Administrative

Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable

Swingline Loan) for the account of the Swingline Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the

day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available

shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received

to the Swingline Lender.

(ii)            Notwithstanding

anything to the contrary in the foregoing, if for any reason any Swingline Loan cannot be refinanced by such a Revolving Borrowing in

accordance with Section 2.04(c)(i) (including, without limitation, the failure to satisfy the conditions set forth in

Section 4.02), the request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be

a request by the Swingline Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each

Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall

be deemed payment in respect of such participation.

(iii)           If

any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required

to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in

Section 2.04(c)(i),

the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount

with interest thereon for the period from the date such payment is required to the date on which such payment is immediately

available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the

Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative,

processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such

amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the

relevant Revolving Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the

Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause

(c)(iii) shall be conclusive absent manifest error.

(iv)          Each

Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk 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 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; provided that each Revolving Lender’s obligation to make Revolving

Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than

delivery by the Borrower of a Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of

the Borrower to repay Swingline Loans, together with interest as provided herein.

(d)           Repayment

of Participations.

(i)            At

any time after any Revolving Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives

any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Applicable Revolving

Percentage thereof in the same funds as those received by the Swingline Lender.

(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 the

Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into

by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Applicable Revolving Percentage

thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned,

at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swingline

Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this

Agreement.

(e)           Interest

for Account of Swingline Lender. The Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline

Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance

such Revolving Lender’s Applicable Revolving Percentage of any Swingline Loan, interest in respect of such Applicable Revolving

Percentage shall be solely for the account of the Swingline Lender.

(f)            Payments

Directly to Swingline Lender. The Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly

to the Swingline Lender.

2.05        Prepayments.

(a)           Optional.

(i)            The

Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment,

at any time or from time to time voluntarily prepay DD Term Loans, Term A Loans and Revolving Loans in whole or in part without premium

or penalty, subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent (i) such

notice must be received by the Administrative Agent not later than 12:00 p.m. (A) two (2) Business Days prior to any date

of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans

shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base

Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the

entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of

Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will

promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment

(based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the

Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein;

provided that such notice may be conditional on the effectiveness of a replacement credit agreement (or other similar document)

or the receipt of proceeds of the issuance of Indebtedness or some other identifiable event or condition and may be revoked by the Borrower

(by written notice to the Administrative Agent at least one (1) Business Day prior to the specified effective date). Any prepayment

of any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required

pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall

be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.15, such prepayments

shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

(ii)           The

Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (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, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline

Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall

be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof

then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the

Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein;

provided that such notice may be conditional on the effectiveness of a replacement credit agreement (or other similar document)

or the receipt of proceeds of the issuance of Indebtedness or some other identifiable event or condition and may be revoked by the

Borrower (by written notice to the Administrative

Agent at least one (1) Business Day prior to the specified effective date).

(b)           Mandatory.

(i)            Dispositions

and Involuntary Dispositions. The Borrower shall prepay the Term Loans and/or Cash Collateralize the L/C Obligations as hereinafter

provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions

(other than Permitted Transfers) and Involuntary Dispositions within three (3) days of the date of such Disposition or Involuntary

Disposition; provided, however, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds

shall not be required to be so applied at the election of the Borrower (as notified by the Borrower to the Administrative Agent on

or prior to the date of such Disposition or Involuntary Disposition) to the extent such Loan Party or such Subsidiary reinvests all or

any portion of such Net Cash Proceeds in like assets or other assets useful to the business of the Borrower and its Subsidiaries (but

specifically excluding current assets as classified by GAAP) within one hundred eighty (180) days after the receipt of such Net Cash Proceeds;

provided that, if such Net Cash Proceeds shall have not been so reinvested within such period, such Net Cash Proceeds shall be

immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

(ii)           Debt

Issuance. Immediately upon the receipt by the Borrower or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower

shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of such

Net Cash Proceeds.

(iii)          Extraordinary

Receipts. Within three (3) days of receipt by any Loan Party or any Subsidiary of any Extraordinary Receipt received by or paid

to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clauses (i) or (ii) of

this Section 2.05(b), the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided

in an aggregate principal amount equal to 100% of all Net Cash Proceeds received therefrom.

(iv)          Application

of Payments. Each prepayment of Loans pursuant to the foregoing provisions of clauses (i) through (iii) of this Section 2.05(b) shall

be applied first to the principal repayment installments of the Term Loan in inverse order of maturity, including, without limitation,

the final principal repayment installment on the Maturity Date, and second to the Revolving Facility in the manner set forth in clause

(vi) of this Section 2.05(b). Subject to Section 2.15, such prepayments shall be paid to eh Lenders in

accordance with their respective Applicable Percentages in respect of the relevant Facilities.

(v)           Revolving

Outstandings. If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrower

shall immediately prepay Revolving Loans, Swingline Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate

amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant

to this Section 2.05(b) unless, after the prepayment of the Revolving Loans and Swingline Loans, the Total Revolving

Outstandings exceed the Revolving Facility at such time.

(vi)          Application

of Other Payments. Except as otherwise provided in Section 2.15, prepayments of the Revolving Facility made pursuant to

this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second,

shall be applied to the outstanding Revolving Loans, and third, shall be used to Cash Collateralize the remaining L/C Obligations.

Within the parameters of the

applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans

and then to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall

be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal

amount prepaid through the date of prepayment.

2.06        Termination

or Reduction of Commitments.

(a)           Optional.

The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline

Sublimit, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit; provided

that (i) any such notice shall be received by the Administrative Agent not later than 12:00 p.m. five (5) Business Days

prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or

any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility

if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving

Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully

Cash Collateralized hereunder 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 Swingline Loans would exceed the Swingline Sublimit. In addition,

during the Availability Period in respect of the DD Term Facility, the Borrower may, upon notice to the Administrative Agent as set forth

above, from time to time terminate (in whole or in part) the unused portion of the aggregate DD Term Commitments.

(b)           Mandatory.

(i)            The

aggregate Term A Commitments shall be automatically and permanently reduced to zero on the date of the Term A Borrowing.

(ii)           The

aggregate DD Term Commitments shall be automatically and permanently reduced (A) by the amount of any DD Term Loan made on such date

and (B) to zero on the last day of the Availability Period for the DD Term Facility.

(iii)           If

after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit

Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit or the Swingline Sublimit,

as the case may be, shall be automatically reduced by the amount of such excess.

of Commitment Reductions; Payment of Fees.

(i)            The

Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline

Sublimit or the Revolving Commitment under this Section 2.06. Upon any reduction of the Revolving

Commitments, the

Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such

reduction. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving

Facility shall be paid on the effective date of such termination.

(ii)           The

Administrative Agent will promptly notify the Lenders of any termination or reduction of the unused portion of the aggregate DD Term Commitments

under this Section 2.06. Upon any reduction of the unused portion of the aggregate DD Term Commitments, the DD Term Commitment

of each DD Term Lender shall be reduced by such Lender’s ratable portion of such reduction. All fees in respect of the DD Term Facility

accrued until the effective date of any termination of the DD Term Facility shall be paid on the effective date of such termination.

2.07        Repayment

of Loans.

(a)           Term

A Loans. The Borrower shall repay to the Term A Lenders on the first Business Day following the end of each fiscal quarter of the

Borrower (commencing with the fiscal quarter beginning April 1, 2027) an amount equal to the percentage of the aggregate principal

amount of Term A Loans advanced on the Closing Date (as such amount may be increased pursuant to Section 2.07(b)) for each

fiscal quarter indicated below, unless accelerated sooner pursuant to Section 8.02

Payment Dates

Principal Repayment

Installments

April 1, 2027

0.625%

July 1, 2027

0.625%

October 1, 2027

0.625%

January 1, 2028

0.625%

April 1, 2028

1.25%

July 1, 2028

1.25%

October 1, 2028

1.25%

January 1, 2029

1.25%

April 1, 2029

1.25%

July 1, 2029

1.25%

October 1, 2029

1.25%

January 1, 2030

1.25%

April 1, 2030

1.875%

July 1, 2030

1.875%

October 1, 2030

1.875%

January 1, 2031

1.875%

April 1, 2031

2.50%

July 1, 2031

2.50%

October 1, 2031

2.50%

provided, however,

that (i) the final principal repayment installment of the Term A Loans shall be repaid on the Maturity Date and in any event

shall be in an amount equal to the aggregate principal amount of all Term A Loans outstanding on such date, (ii) if any

principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall

come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day,

and such extension of time shall be reflected in

computing interest or fees, as the case may be and (iii) if any principal

repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such

principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be

to extend such principal repayment installment into another calendar month, in which event such principal repayment installment

shall be due on the immediately preceding Business Day.

(b)           DD

Term Loans. From and after each DD Term Conversion Date, the DD Term Conversion Amount on such date shall automatically become part

of, and subject to, the amortization schedule in respect of the Term A Loans and the Borrower shall, from and after such date, make, from

and after such date, the payments required in Section 2.07(a) in respect of such DD Term Conversion Amount (in addition

to the payments required in respect of the Term A Loan), unless accelerated sooner pursuant to Section 8.02; provided,

however, that (i) the final principal repayment installment of the DD Term Loans shall be repaid on the Maturity Date and

in any event shall be in an amount equal to the aggregate principal amount of all DD Term Loans outstanding on such date, (ii) if

any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall

come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and

such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment

installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment

installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal

repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately

preceding Business Day.

Loans. The Borrower shall repay to the Revolving Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans

outstanding on such date.

(d)           Swingline

Loans. The Borrower shall repay each Swingline Loan on or before the earlier to occur of (i) the date ten (10) Business

Days after such Loan is made and (ii) the Maturity Date.

2.08        Interest

and Default Rate.

(a)           Interest.

Subject to the provisions of Section 2.08(b), (i) each Term SOFR Loan under such Facility shall bear interest on the

outstanding principal amount thereof for each Interest Period from the applicable Borrowing date at a rate per annum equal to the Term

SOFR for such Interest Period plus the Applicable Rate under such Facility; (ii) each Base Rate Loan under a Facility 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 such Facility; and (iii) 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 for the Revolving Facility plus the Applicable Rate.

To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a

calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.

(b)           Default

Rate.

(i)             While

any Event of Default of the type referred to in clauses (a), (f) or (g) of Section 8.01

exists, all outstanding Obligations (including Letter of Credit Fees) shall

accrue at a fluctuating interest rate per annum at all

times equal to the Default Rate to the fullest extent permitted by Applicable Laws.

(ii)            If

any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to

any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders

such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest

extent permitted by Applicable Laws.

(iii)           Upon

the request of the Required Lenders, while any Event of Default exists (including a payment default), all outstanding Obligations (including

Letter of Credit Fees) may accrue at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent

permitted by Applicable Laws.

(iv)          Accrued

and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

Payments. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other

times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,

and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09        Fees.

In addition to certain fees

described in Section 2.03:

(a)           Commitment

Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage,

a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds

the sum of (x) the Outstanding Amount of Revolving Loans and (y) the Outstanding Amount of L/C Obligations, subject to

adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be

counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee, in each case, subject to

adjustment as provided in Section 2.15. In addition, the Borrower shall pay to the Administrative Agent for the account of

each DD Term Lender in accordance with its Applicable Percentage of the DD Term Facility, a commitment fee equal to the Applicable Rate

times the actual daily amount of the aggregate DD Term Commitments. The commitment fee shall accrue at all times during the Availability

Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable

quarterly in arrears on the first Business Day following each March, June, September and December, commencing with the first such

date to occur after the Closing Date, and, in the case of the commitment fee with respect to the Revolving Facility, on the last day of

the Availability Period for the Revolving Facility or, in the case of the commitment fee with respect to the DD Term Facility, on the

last day of the Availability Period for the DD Term Facility. The commitment fee shall be calculated quarterly in arrears, and if there

is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate

separately for each period during such quarter that such Applicable Rate was in effect.

(b)           Other

Fees.

(i)            The

Borrower shall pay to the Administrative Agent and the Arranger in Dollars for its own account fees in the amounts and at the times specified

in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii)           The

Borrower shall pay to the Lenders in Dollars 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.

2.10        Computation

of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a)           Computation

of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Term

SOFR) shall be made on the basis of a year of 365 or 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 (which results in more fees

or interest, as applicable, being paid than if computed on the basis of a 365 day year). Interest shall accrue on each Loan for the day

on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid,

provided that any 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.

(b)           Financial

Statement Adjustments or Restatements. If, as a result of any restatement of or other adjustment to the financial statements of the

Borrower and its Subsidiaries or for any other reason, the Borrower, or the Lenders determine that (i) the Consolidated Net Leverage

Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net

Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to

pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by

the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under

the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C

Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of

interest and fees actually paid for such period. This clause (b) shall not limit the rights of the Administrative Agent, any

Lender or the L/C Issuer, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default

Rate or under Article VIII. The Borrower’s obligations under this clause (b) shall survive the termination

of the Aggregate Commitments and the repayment of all other Obligations hereunder.

2.11        Evidence

of Debt.

(a)           Maintenance

of Accounts. The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such

Lender in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 11.06(c).

The accounts or records maintained by each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions

made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall

not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the

Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register

shall control in the absence of manifest error. Upon the

request of any Lender made through the Administrative Agent, the Borrower

shall execute and deliver to such Lender (through the Administrative Agent) a Note, 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, currency and maturity of its Loans and payments with respect thereto.

(b)           Maintenance

of Records. 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 evidencing the purchases and sales by such Lender of participations

in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative

Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall

control in the absence of manifest error.

2.12        Payments

Generally; Administrative Agent’s Clawback.

(a)           General.

All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense,

recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative

Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars

and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly

distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein)

of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative

Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue

to accrue. Subject to Section 2.07(a) and as otherwise specifically provided for in this Agreement, if any payment to

be made by the Borrower 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.

(b)          (i)             Funding

by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to

the proposed date of any Borrowing of Term SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m. on

the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing,

the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02

(or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time

required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.

In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the

applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in

immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower

to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the

greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on

interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in

connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base

Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period,

the

Administrative Agent shall promptly

remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable

Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any

payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make

such payment to the Administrative Agent.

(ii)           Payments

by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior

to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the

Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance

herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount

due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to

which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies

(such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment;

(2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the

Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C Issuer,

as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to

such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount

is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a

rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the

Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive,

absent manifest error.

to Satisfy Conditions Precedent. 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 Borrower 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.

(d)           Obligations

of Lenders Several. The obligations of the Lenders hereunder to make Term Loans or Revolving Loans, to fund participations in Letters

of Credit and Swingline Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure

of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) 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, to purchase its participation or to make its payment under Section 11.04(c).

(e)           Funding

Source. 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.

(f)            Pro

Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing (other than Swingline Borrowings) shall be

made from the Appropriate Lenders, each payment of fees under Section 2.09 and Section 2.03 shall be made for

account of the Appropriate Lenders, and each termination or reduction of the amount of the Commitments shall be applied to the respective

Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (ii) each Borrowing shall be allocated

pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Revolving Loans) or

their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each

payment or prepayment of principal of Loans by the Borrower shall be made for account of the Appropriate Lenders pro rata in accordance

with the respective unpaid principal amounts of the Loans held by them; and (iv) each payment of interest on Loans by the Borrower

shall be made for account of the Appropriate Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable

to the respective Appropriate Lenders.

(g)           Insufficient

Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts

of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest

and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to

such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled

thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

2.13        Sharing

of Payments by Lenders.

If any Lender shall, by exercising

any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Facilities

due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to

the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount

of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time)

of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan

Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but

not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according

to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the

aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the

other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable)

to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case

under clauses (a) and (b) above, the Lender receiving such greater proportion shall (A) notify the Administrative Agent

of such fact, and (B) purchase (for cash at face value) participations in the Loans and sub-participations in L/C Obligations and

Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall

be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable

to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(i)             if

any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such

participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;

and

(ii)           the

provisions of this Section 2.13 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower

pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence

of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment

obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in L/C

Obligations or Swingline Loans to any assignee or participant, other than an assignment to any Loan Party or any Affiliate thereof (as

to which the provisions of this Section 2.13 shall apply).

Each Loan Party consents to

the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant

to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation

as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14        Cash

Collateral.

(a)           Obligation

to Cash Collateralize. At any time there shall exist a Defaulting Lender, within one Business Day following the written request of

the Administrative Agent or the L/C Issuer (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the L/C Issuer’s

Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.15(a)(iv) and any

Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. Additionally, if the Administrative

Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of

Credit Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Borrower shall provide Cash Collateral

for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all L/C Obligations

exceeds the Letter of Credit Sublimit.

(b)           Grant

of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to

(and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders,

and agrees to maintain, a first priority security interest in all such cash, Deposit Accounts and all balances therein, and all other

property so provided as Collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which

such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines that Cash

Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or

that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the

Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such

deficiency (determined in the case of Cash Collateral provided pursuant to Section 2.15(a)(v), after giving effect to Section 2.15(a)(v) and

any Cash Collateral provided by the Defaulting Lender). All Cash Collateral (other than credit support not constituting funds subject

to deposit) shall be maintained in one or more Controlled Accounts at MUFG. The Borrower shall pay on demand therefor from time to time

all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement

of Cash Collateral.

Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14

or Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the

satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided

a Revolving Lender that is a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash

Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d)           Release.

Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released

promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by

the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its assignee following compliance

with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists

excess Cash Collateral; provided that (A) any such release shall be without prejudice to, and any disbursement or other transfer

of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions

of the Loan Documents, and (B) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be

released but instead held to support future anticipated Fronting Exposure or other obligations.

2.15        Defaulting

Lenders.

(a)           Adjustments.

Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time

as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i)            Waivers

and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this

Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.

(ii)           Defaulting

Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account

of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or

received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or

times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such

Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts

owing by such Defaulting Lender to the L/C Issuer or the Swingline Lender hereunder; third, to Cash Collateralize the

L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth,

as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such

Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,

if so determined by the Administrative Agent and the Borrower, to be held in a Deposit Account and released pro rata in order to

(A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and

(B) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to

future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the

payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent

jurisdiction obtained by any Lender, the L/C Issuer or the Swingline Lender against such Defaulting Lender as a result of such

Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of

Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction

obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of

its obligations under this Agreement;

and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any

Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (x) such payment is a payment

of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate

share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02

were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders

on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such

time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance

with the Commitments hereunder without giving effect to Section 2.15(a)(v). Any payments, prepayments or other amounts paid

or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant

to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably

consents hereto.

(iii)          Certain

Fees.

(A)          Fees.

No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that

Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have

been paid to that Defaulting Lender).

(B)           Letter

of Credit Fees. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender

is a Defaulting Lender only to the extent allocable to its Applicable Revolving Percentage of the stated amount of Letters of Credit for

which it has provided Cash Collateral pursuant to Section 2.14.

Lender Fees. With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or

(B) above, the Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to

such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been

reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to the L/C Issuer and the Swingline

Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s

or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any

such fee.

(iv)          Reallocation

of Applicable Revolving Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in

L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable

Revolving Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation

does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment.

Subject to Section 11.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder

against a Defaulting Lender arising from that Lender having become a

Defaulting Lender, including any claim

of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)           Cash

Collateral, Repayment of Swingline Loans. If the reallocation described in clause (a)(v) above cannot, or can only partially,

be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law, (A) first,

prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (B) second, Cash Collateralize

the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.14.

(b)           Defaulting

Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the L/C Issuer agree in writing that a Lender is

no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified

in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that

Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions

as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit

and Swingline Loans to be held pro rata by the Lenders in accordance with their Revolving Commitments (without giving effect to Section 2.15(a)(iv)),

whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect

to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided further

that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will

constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Swingline Loans/Letters of Credit. So long as any Revolving Lender is a Defaulting Lender, (i) the Swingline Lender shall not

be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline

Loan and (ii) the L/C Issuer shall not be required to issue, extend, increase, reinstate or renew any letter of Credit unless it

is satisfied that it will have no Fronting Exposure after giving effect thereto.

2.16        Increase

in Commitments.

The Borrower may

by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date, an increase to the existing Revolving

Commitments (each, an “Incremental Revolving Commitment”) and/or (y) the establishment of one or more new term

loan commitments (each, an “Incremental Term Commitment”), by an aggregate amount not in excess of $30,000,000. Each

such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that

the Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which

such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower proposes

any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that any existing Lender

approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental

Commitment. Each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof;

provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in

respect of Incremental Commitments set forth in above. The Borrower may not obtain an Incremental Commitment more than three (3) times

during the term of this Agreement.

(a)           Conditions.

The Incremental Commitments shall become effective as of the Increase Effective Date; provided that:

(i)             each

of the conditions set forth in Section 4.02 shall be satisfied or waived;

(ii)            no

Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective

Date;

(iii)           the

representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects

on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier

date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes

of this Section 2.16(a), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall

be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively,

of Section 6.01;

(iv)           on

a Pro Forma Basis (assuming that all existing Commitments and any such Incremental Commitments are fully drawn), the Borrower shall be

in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal

financial statements are available;

(v)            the

Borrower shall make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 3.05;

(vi)           the

Borrower shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Closing Date

to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent and the Lenders

holding Incremental Commitments; and

(vii)          (A)          upon

the reasonable request of any Lender made at least five (5) Business Days prior to the Increase Effective Date, the Borrower shall

have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested

in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without

limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the Increase Effective Date and (B) at least

three (3) Business Days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer”

under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification

in relation to such Loan Party.

Notwithstanding the foregoing, no Lender

will be required or otherwise obligated to provide any portion of such Incremental Term Loan or Incremental Revolving Commitment.

(b)           Terms

of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows:

(i)             terms

and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term

Loans except with respect to interest rate and upfront fees (it being understood that Incremental Term Loans may be a part of the Term

Loans) and to the extent that the terms and provisions of

Incremental Term Loans are not identical

to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably

satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii),

(iv) and (v) below;

(ii)            the

terms and provisions of Revolving Loans made pursuant to new Commitments shall be identical to the Revolving Loans except with respect

to interest rate, unused fees and upfront fees; provided that in any event the Incremental Revolving Loans must comply with clause

(v) below;

(iii)           the

weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity

of the then existing Term Loans;

(iv)           the

maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then

Maturity Date; and

(v)            the

Applicable Rate for Incremental Term Loans and Incremental Revolving Commitment shall be determined by the Borrower and the Lenders of

the Incremental Term Loans and Incremental Revolving Commitment, as applicable; provided that (I) in the event that the Applicable

Rate for any Incremental Term Loan is greater than the Applicable Rate for the Term Loans by more than fifty (50) basis points, then the

Applicable Rate for the Term Loans shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term Loans

is equal to the Applicable Rate for the Term Loans and (II) in the event that the Applicable Rate for any Incremental Revolving Commitment

is greater than the Applicable Rate for Revolving Loans by more than fifty (50) basis points then the Applicable Rate for the Revolving

Loans shall be increased to the extent necessary so that the Applicable Rate for the Incremental Revolving Commitments is equal to the

Applicable Rate for the Revolving Loans; provided, further, that in determining the Applicable Rate applicable to the Loans

and the Incremental Commitments, (x) upfront fees payable by the Borrower to the Lenders of the Loans or the Incremental Commitments

in the primary syndication thereof shall be included; (y) customary arrangement or commitment fees payable to the Arranger (or its

respective affiliates) in connection with the Loans or to one (1) or more arrangers (or their affiliates) of the Incremental Commitments

shall be excluded; and (z) if the Term SOFR or Base Rate “floor” for the Incremental Commitments is greater than the

Term SOFR or Base Rate “floor,” respectively, for the existing Loans, the difference between such floor for the Incremental

Commitments and the existing Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (v).

The Incremental Commitments shall be

effected by a joinder agreement (the “Increase Joinder”) executed by the Borrower, the Administrative Agent and each

Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions

of Section 11.01, the Increase Joinder may, without the consent of any other Lenders, 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, to effect the

provisions of this Section 2.16. In addition, unless otherwise specifically provided herein, all references in Loan Documents

to Revolving Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Loans made

pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to

this Agreement. This Section 2.16

shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.

of Revolving Credit Loans. To the extent the Commitments being increased on the relevant Increase Effective Date are Incremental Revolving

Commitments, then each Revolving Lender that is acquiring an Incremental Revolving Commitment on the Increase Effective Date shall make

a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of the other Revolving Lenders immediately prior to

such Increase Effective Date, so that, after giving effect thereto, the Revolving Loans outstanding are held by the Revolving Lenders

pro rata based on their Revolving Commitments after giving effect to such Increase Effective Date. If there is a new borrowing of Revolving

Loans on such Increase Effective Date, the Revolving Lenders after giving effect to such Increase Effective Date shall make such Revolving

Loans in accordance with Section 2.01(b).

(d)           Making

of New Term Loans. On any Increase Effective Date on which new Commitments for Term Loans are effective, subject to the satisfaction

of the foregoing terms and conditions, each Lender of such new Commitment shall make a Term Loan to the Borrower in an amount equal to

its new Commitment.

(e)           Equal

and Ratable Benefit. The Loans and Commitments established pursuant to this clause (e) shall constitute Loans and

Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without

limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents, except

that the new Loans may be subordinated in right of payment or the Liens securing the new Loans may be subordinated, in each case, to the

extent set forth in the Increase Joinder. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure

and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or

otherwise after giving effect to the establishment of any such class of Term Loans or any such new Commitments.

Article III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01        Taxes.

(a)           Defined

Terms. For purposes of this Section 3.01, the term “Applicable Law” includes FATCA and the term “Lender”

includes any L/C Issuer.

(b)           Payments

Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any

Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws.

If any Applicable Laws (as determined in the good faith discretion of an applicable withholding agent) require the deduction or withholding

of any Tax from any such payment by the applicable withholding agent, then: (i) the applicable withholding agent shall be entitled

to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority

in accordance with Applicable Law; (ii) the Borrower, if any Loan Party is the applicable withholding agent, will promptly forward

to the Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment

to such Governmental Authority; and (iii), if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall

be increased as necessary so that after any required withholding or the making of all required deductions (including

deductions applicable to additional

sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no

such withholding or deduction been made.

of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable

Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)           Tax

Indemnifications.

(i)             Each

of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof

within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed

or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to

be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with

respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.

A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent),

or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each of the Loan

Parties shall also, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof

within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative

Agent as required pursuant to Section 3.01(d)(ii) below.

(ii)            Each

Lender shall, and does hereby, severally indemnify and shall make payment in respect thereof within ten (10) days after demand therefor,

(A) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party

has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties

to do so), (B) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s

failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (C) the

Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are

payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising

therefrom or with respect thereto, whether or not such 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 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 any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any

amount due to the Administrative Agent under this clause (d)(ii).

(e)           Evidence

of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, as provided in this

Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued

by such Governmental Authority evidencing such payment, a copy of any return reporting such payment or other evidence of such payment

reasonably satisfactory to the Administrative Agent.

(f)            Status

of Lenders; Tax Documentation.

(i)            Any

Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall

deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative

Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit

such payments to be made without withholding or at a reduced rate of withholding. In addition, if reasonably requested by the Borrower

or the Administrative Agent, such Lender shall deliver such other documentation prescribed by Applicable Law or reasonably requested by

the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender

is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two

sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(f)(ii)(A),

(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion,

execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal

or commercial position of such Lender.

(ii)           Without

limiting the generality of the foregoing, in the event that the Borrower is a “United States Person” as defined in Section 7701(a)(30)

of the Code,

(A)          any

Lender that is a “United States Person” as defined in Section 7701(a)(30) of the Code shall deliver to the Borrower and

the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter

upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W–9 certifying that such

Lender is exempt from U.S. federal backup withholding tax;

(B)           any

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number

of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement

(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following

is applicable:

(1)             in

the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect

to payments of interest under any Loan Document, executed copies of IRS Form W–8BEN–E (or W–8BEN, as applicable)

establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax

treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W–8BEN–E (or

W–8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business

profits” or “other income” article of such tax treaty;

(2)             executed

copies of IRS Form W–8ECI;

(3)             in

the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,

(x) a certificate substantially in the form of Exhibit M–1 to the effect that such Foreign Lender is not a “bank”

within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning

of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of

the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W–8BEN–E

(or W–8BEN, as applicable); or

(4)             to

the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W–8IMY, accompanied by IRS Form W–8ECI, IRS

Form W–8BEN–E (or W–8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit M–2

or Exhibit M–3, IRS Form W–9, and/or other certification documents from each beneficial owner, as applicable;

provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming

the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit M–4

on behalf of each such direct and indirect partner;

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number

of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement

(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies (or originals,

as required) of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding

Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the

Administrative Agent to determine the withholding or deduction required to be made; and

(D)           if

a payment made to a Lender 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 Section 1471(b) or 1472(b) of

the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law

and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable

Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested

by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations

under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount

to deduct and withhold from such payment. Solely for the purposes of this clause (f)(ii)(D), “FATCA” shall include

any amendments made to FATCA after the date of this Agreement.

(iii)           Each

Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete

or inaccurate in any respect, it

shall update such form or certification

or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g)           Treatment

of Certain Refunds. Unless required by Applicable Laws, at no time shall the Administrative Agent have any obligation to file for

or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from

funds paid for the account of such Lender. If any Recipient determines, in its reasonable discretion exercised in good faith, that it

has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid

additional amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only

to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect

to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, as the case

may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided

that each Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties,

interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay

such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (g), in no event will the applicable

Recipient be required to pay any amount to such Loan Party pursuant to this clause (g) the payment of which would place the

Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and

giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts

with respect to such Tax had never been paid. This clause (g) shall not be construed to require any Recipient to make available

its tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

(h)           Survival.

Each party’s 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 other Obligations.

3.02        Illegality.

(a)           If

any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any

Lender or its applicable Lending Office to make, maintain or fund or charge interest with respect to any Credit Extension, or to determine

or charge interest rates based upon SOFR or Term SOFR, then, upon notice thereof by such Lender to the Borrower (through the Administrative

Agent), (i) any obligation of such Lender to make or continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall

be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate

on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender

shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of

the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to

such determination no longer exist. Upon receipt of such notice, (A) the Borrower shall, upon demand from such Lender (with a copy

to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans of such Lender to Base Rate Loans (the interest rate

on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without

reference to the Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully

continue to maintain such Term SOFR Loan

to such day, or immediately, if such

Lender may not lawfully continue to maintain such Term SOFR Loans and (B) if such notice asserts the illegality of such Lender determining

or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate

applicable to such Lender without reference to the Term SOFR component thereof until the Administrative Agent is advised in writing by

such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR. Upon any such prepayment

or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts

required pursuant to Section 3.05.

(b)           If,

in any applicable jurisdiction, the Administrative Agent, the L/C Issuer or any Lender determines that any Law has made it unlawful, or

that any Governmental Authority has asserted that it is unlawful, for the Administrative Agent, the L/C Issuer or any Lender to (i) perform

any of its obligations hereunder or under any other Loan Document, (ii) to fund, hold a commitment or maintain its participation

in any Loan or Letter of Credit or (iii) issue, make, maintain, fund or charge interest or fees with respect to any Credit Extension

such Person shall promptly notify the Administrative Agent, then, upon the Administrative Agent notifying the Borrower, and until such

notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest or fees with respect

to any such Credit Extension 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 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), (B) to the extent applicable to the L/C Issuer, Cash Collateralize that portion of applicable

L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized and (C) take

all reasonable actions requested by such Person to mitigate or avoid such illegality.

3.03        Inability

to Determine Rates.

(a)           Inability

to Determine SOFR. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or

a continuation of any of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive

absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances

under clause (i) of Section 3.03(b) or the SOFR Scheduled Unavailability Date has occurred, or (B) adequate

and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term

SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders

determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately

and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each

Lender.

Thereafter, (x) the obligation

of the Lenders to make or maintain Term SOFR Loans, or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent

of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence

with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall

be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause

(ii) of this Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice.

Upon receipt of such notice, (i) the

Borrower may revoke any pending request for a Borrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the

affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing

of Base Rate Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans shall be deemed to have been converted

to Base Rate Loans immediately at the end of their respective applicable Interest Period.

(b)           Replacement

of SOFR or SOFR Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, but without

limiting Sections 3.03(a) and (b) above, if the Administrative Agent determines (which determination shall be

conclusive and binding upon all parties hereto absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent

(with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined

(which determination likewise shall be conclusive and binding upon all parties hereto absent manifest error), that:

(i)            adequate

and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without

limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to

be temporary; or

(ii)           CME

or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent

or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement

identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate

shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of U.S. dollar

denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator

that is satisfactory to the Administrative Agent, that will continue to provide such representative interest periods of Term SOFR after

such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen

Rate are no longer representative or available permanently or indefinitely, the “SOFR Scheduled Unavailability Date”);

then, on a date and time determined

by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end

of an Interest Period or on the relevant Interest Payment Date, as applicable, for interest calculated and, solely with respect to clause

(ii) above, no later than the SOFR Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document

with Daily Simple SOFR for any payment period for interest calculated that can be determined by the Administrative Agent, in each case,

without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “SOFR

Successor Rate”).

If the SOFR Successor Rate is Daily

Simple SOFR, all interest payments will be payable on a monthly basis.

Notwithstanding anything to the contrary

herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement

Date or (ii) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with

respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely

for purposes of replacing Term SOFR or any then current

Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant

interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due

consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and

agented in the United States for such alternative benchmark and, in each case, including any mathematical or other adjustments to

such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit

facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and

adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the

fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless,

prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such

Required Lenders object to such amendment.

Rate. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of

any Successor Rate.

Any Successor Rate shall be applied

in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible

for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative

Agent.

Notwithstanding anything else herein,

if at any time any Successor Rate as so determined would otherwise be less than zero percent, the Successor Rate will be deemed to be

zero percent for the purposes of this Agreement and the other Loan Documents.

In connection with the implementation

of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything

to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without

any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected,

the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably

promptly after such amendment becomes effective.

(d)           For

purposes of this Section 3.03, those Lenders that either have not made, or do not have an obligation under this Agreement

to make, the relevant Loans in Dollars shall be excluded from any determination of Required Lenders.

3.04        Increased

Costs.

(a)            Increased

Costs Generally. If any Change in Law shall:

(i)             impose,

modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits

with or for the account of, or credit extended or participated in by, any Lender or the L/C Issuer;

(ii)            subject

any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of

the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or

other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)           impose

on any Lender or the L/C Issuer or any applicable interbank market any other condition, cost or expense affecting this Agreement or Term

SOFR Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing

shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation

to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter

of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received

or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such

Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts

as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)            Capital

Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending

Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements

has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital

of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such

Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit

issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding

company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies

and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to

time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate

such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender

or the L/C Issuer or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 3.04

and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the

case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)            Delay

in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions

of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation,

provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this

Section 3.04 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that

such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions

and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving

rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to

include the period of retroactive effect thereof).

3.05        Compensation

for Losses.

Upon demand of any Lender

(with a copy to the Administrative Agent) from time to time, the 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 Loan other than a Base Rate Loan on a day other than the last day of the Interest

Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)            any

failure by the 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 Borrower;

assignment of a Term SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower

pursuant to Section 11.13;

including any loss of anticipated profits

and 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. The Borrower shall also pay any customary administrative fees charged by

such Lender in connection with the foregoing.

3.06        Mitigation

Obligations; Replacement of Lenders.

(a)            Designation

of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay

any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender

or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at

the request of the Borrower, such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending

Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches

or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce

amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the

notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer,

as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as

the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection

with any such designation or assignment.

(b)           Replacement

of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified

Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01

and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.06(a),

the Borrower may replace such Lender in accordance with Section 11.13.

3.07       Survival.

All of the Borrower’s

obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations

hereunder, resignation of the Administrative Agent and the Facility Termination Date.

Article IV

CONDITIONS

PRECEDENT TO CREDIT EXTENSIONS

4.01        Conditions

of Initial Credit Extension.

The obligation of the L/C

Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a)            Execution

of Credit Agreement; Loan Documents. The Administrative Agent shall have received (i) counterparts of this Agreement, executed

by a Responsible Officer of each Loan Party and a duly authorized officer of each Lender, (ii) for the account of each Lender requesting

a Note, a Note executed by a Responsible Officer of the Borrower, (iii) counterparts of the Security Agreement and each other Collateral

Document, executed by a Responsible Officer of the applicable Loan Parties and a duly authorized officer of each other Person party thereto,

as applicable and (iv) counterparts of any other Loan Document, executed by a Responsible Officer

of the applicable Loan Party and a duly authorized officer of each other Person party thereto.

(b)            Officer’s

Certificate. The Administrative Agent shall have received an Officer’s Certificate dated the Closing Date, certifying as to

the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent

date by such Governmental Authority), the board or committee or shareholder resolutions of the governing body of each Loan Party, the

good standing, existence or its equivalent of each Loan Party and of the incumbency (including specimen signatures) of the Responsible

Officers of each Loan Party.

Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative

Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the

Lenders, in form and substance acceptable to the Administrative Agent.

(d)            Reserved.

(e)            Personal

Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:

(i)             (A) searches

of UCC filings, in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral

is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral,

copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax

lien, judgment, execution and bankruptcy searches;

(ii)            searches

of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested

by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;

(iii)           completed

UCC financing statements, for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion,

to perfect the Administrative Agent’s security interest in the Collateral;

(iv)           stock

or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each

case to the extent such Pledged Equity is certificated;

(v)            to

the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents,

all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with any notices, allonges or assignments

as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in

the Collateral;

(vi)           Qualifying

Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.13;

(vii)          Collateral

Access Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.13;

and

(viii)         a

customary perfection certificate, executed by a Responsible Officer of the Borrower.

(f)            Liability,

Casualty, Property, Terrorism and Business Interruption Insurance. The Administrative Agent shall have received copies of insurance

policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property,

terrorism and business interruption insurance meeting the requirements set forth herein or in the Collateral Documents or as required

by the Administrative Agent. The Loan Parties shall have delivered to the Administrative Agent an Authorization to Share Insurance Information.

(g)           Solvency

Certificate. The Administrative Agent shall have received a Solvency Certificate signed by a Responsible Officer of the Borrower certifying

that the Borrower, individually, is, and the Loan Parties and their Subsidiaries on a Consolidated basis, taken as a whole, are Solvent

after giving effect to the initial Borrowings under the Loan Documents and the other transactions contemplated hereby.

(h)           Material

Adverse Effect. There shall not have occurred, since December 31, 2025, any event or condition that has had, or could be reasonably

expected, either individually or in the aggregate, to have, a Material Adverse Effect.

(i)             Closing

Date Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of

the Borrower as of the Closing Date, as to certain matters, substantially in the form of Exhibit P.

(j)             Seller

Notes. The Administrative Agent shall have received copies of the Subordinated Existing Holdover Notes Documents which shall be subordinated

to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent.

(k)            Loan

Notice. The Administrative Agent shall have received a Loan Notice with respect to the Loans to be made on the Closing Date.

(l)             Existing

Indebtedness of the Loan Parties. All of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (other

than Indebtedness permitted to exist pursuant to Section 7.02), shall be repaid in full and all security interests related

thereto shall be terminated on or prior to the Closing Date.

(m)           No

Litigation. There shall be no actions, suits, investigations or proceedings pending or, to the knowledge of the Loan Parties, threatened

in writing in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse

Effect.

(n)            Anti-Money-Laundering;

Beneficial Ownership. Upon the reasonable request of any Lender at least seven (7) days prior to the Closing Date, the Borrower

shall have provided to such Lender at least three (3) Business Days prior to the Closing Date, and such Lender shall be reasonably

satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and

anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and any Loan Party that qualifies as

a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests,

a Beneficial Ownership Certification in relation to such Loan Party at least three (3) Business Days prior to the Closing Date.

(o)            Consents.

The Administrative Agent shall have received evidence that all boards of directors, shareholder, governmental and material third party

consents and approvals necessary or, in the opinion of the Administrative Agent, desirable, in connection with the entering into of this

Agreement and the transactions related thereto have been obtained.

(p)            Fees

and Expenses. The Administrative Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to the Fee

Letter and Section 2.09.

(q)            Material

Agreements. The Administrative Agent shall have received true and complete copies of all Material Agreements.

(r)            Due

Diligence. The Lenders shall have completed a due diligence investigation of the Borrower and its Subsidiaries in scope, and with

results, satisfactory to the Lenders.

(s)            Other

Documents. All other documents provided for herein or which the Administrative Agent or any other Lender may reasonably request or

require.

(t)            Additional

Information. Such additional information and materials which the Administrative Agent and/or any Lender shall reasonably request or

require.

Without limiting the generality

of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this 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.

4.02        Conditions

to all Credit Extensions.

The obligation of each Lender

and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other

Type, or a continuation of Term SOFR Loans) is subject to the following conditions precedent:

(a)            Representations

and Warranties. The representations and warranties of the Borrower and each other Loan Party contained in Article V

or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith,

shall (i) with respect to representations

and warranties that contain a materiality qualification, be true and correct on and as of the date of such Credit Extension and (ii) with

respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects

on and as of the date of such Credit Extension, except that, for purposes of this Section 4.02, the representations and warranties

contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant

to Sections 6.01(a) and (b), respectively.

(b)           Default.

No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

for Credit Extension. The Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lender shall have received a Request

for Credit Extension in accordance with the requirements hereof.

(d)           DD

Term Facility. In respect of any Request for Credit Extension under the DD Term Facility, the Borrower shall have delivered a certificate

signed by a Responsible Officer of the Borrower, certifying, on a Pro Forma Basis (after giving effect to such requested DD Term Loans),

that the Borrower shall be in compliance with the financial covenants set forth in Section 7.11, calculated as of the end

of the latest fiscal quarter for which internal financial statements are available.

Each Request for Credit Extension

(other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans) submitted by

the Borrower shall be deemed to be a representation and warranty that the 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 Loan Party represents

and warrants to the Administrative Agent and the Lenders, as of the date made or deemed made, that:

5.01        Existence,

Qualification and Power.

Each Loan Party and each of

its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction

of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations,

consents and approvals 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, and (c) is duly qualified and is licensed and, as 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

or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not

reasonably be expected to have a Material Adverse Effect. The copy of the Organization Documents of each Loan Party provided to the Administrative

Agent pursuant to the terms of this Agreement is a true and correct copy of each such document, each of which is valid and in full force

and effect.

5.02        Authorization;

No Contravention.

The execution, delivery and

performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized by all necessary

corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization

Documents; (b) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien

under, or require any payment to be made under (i) 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 (ii) any order, injunction, writ or decree of any Governmental Authority

or any arbitral award to which such Person or its property is subject; or (c) violate any Applicable Law.

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, (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 first priority nature thereof (subject to

Permitted Liens) to the extent required thereby) or (d) the exercise by the Administrative Agent or any Lender of its rights under

the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, other than (i) authorizations,

approvals, actions, notices and filings which have been duly obtained and (ii) filings to perfect the Liens created by the Collateral

Documents.

5.04        Binding

Effect.

This Agreement has been, and

each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.

This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such

Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy,

insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of

equity.

5.05        Financial

Statements; No Material Adverse Effect.

(a)            Audited

Financial Statements. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout

the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower

and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in Shareholders’ Equity for

the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly

noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries

as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b)           Quarterly

Financial Statements. The unaudited Consolidated balance sheet of the Borrower and its Subsidiaries dated June 30, 2026 and

the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for the fiscal quarter ended on

that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise

expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof

and their results of operations, cash flows

and changes in Shareholders’ Equity

for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal

year-end audit adjustments.

Adverse Effect. Since the date of the balance sheet included in the Audited Financial Statements (and, in addition, after delivery

of the most recent annual audited financial statements in accordance with the terms hereof, since the date of such annual audited financial

statements), there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected

to have a Material Adverse Effect.

(d)           Forecasted

Financials. The Consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered

pursuant to Section 4.01 or Section 6.01 were prepared in good faith on the basis of the assumptions stated therein,

which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time

of delivery, the Borrower’s best estimate of its future financial condition and performance.

5.06        Litigation.

There are no actions, suits,

proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated,

at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any

of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document or any of the

transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material

Adverse Effect.

5.07        No

Default.

Neither any Loan Party nor

any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result

from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08        Ownership

of Property.

Each Loan Party and each of

its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or

used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

5.09        Environmental

Matters.

(a)            Except

as could not, individually or in the aggregate, reasonably be expected to result in any Material Adverse Effect on any of the Loan Parties

or any of their respective subsidiaries:

(i)              (A) None

of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or formally proposed

for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there

are no, and to the best knowledge of the Loan Parties and their Subsidiaries never have been any underground or above-ground storage tanks

or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials

are being or have been treated, stored

or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to the best of the knowledge

of the Loan Parties, on any property formerly owned, leased or operated by any Loan Party or any of its Subsidiaries; (C) there is

no and never has been any asbestos or asbestos-containing material on, at or in any property currently owned, leased or operated by any

Loan Party or any of its Subsidiaries; (D) Hazardous Materials have not been released on, at, under or from any property currently

or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries or any property by or on behalf, or otherwise arising

from the operations, of any Loan Party or any of its Subsidiaries; and (E) no Loan Party or any of its Subsidiaries has become subject

to any Environmental Liability or knows of any facts or circumstances that could reasonably be expected to give rise to any Environmental

Liability;

(ii)             (A) Neither

any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially

responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous

Materials at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority

or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or

transported to or from, any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries have

been disposed of in a manner which could not reasonably be expected to result in liability to any Loan Party or any of its Subsidiaries;

(iii)            The

Loan Parties and their respective Subsidiaries: (A) are, and within the period of all applicable statutes of limitation have been,

in compliance with all applicable Environmental Laws; (B) hold all Environmental Permits (each of which is in full force and effect)

required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (C) are,

and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; (D) to

the extent within the control of the Loan Parties and their respective Subsidiaries, will timely renew and comply with each of their Environmental

Permits and any additional Environmental Permits that may be required of any of them, and timely comply with any current, future or potential

Environmental Law; and (E) are not aware of any requirement proposed for adoption or implementation under any Environmental Law.

(b)           The

Loan Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental

Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses,

operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims could

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.10        Insurance.

The properties of the Borrower

and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts

(after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as

are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan

Party or the applicable Subsidiary operates. The general liability, casualty, property, terrorism and business interruption insurance

coverage of the Loan Parties as in effect on the

Closing Date, and as of the last date such Schedule

was required to be updated in accordance with Sections 6.02, 6.12 and 6.13, is outlined as to carrier, policy number,

expiration date, type, amount and deductibles on Schedule 5.10 and such insurance coverage complies with the requirements set forth

in this Agreement and the other Loan Documents.

5.11        Taxes.

Each Loan Party and each of

its Subsidiaries have timely filed (after all allowable extensions) all (a) federal, and state, provincial and territorial income

taxes and (b) other tax returns and reports required to be filed, and have timely paid and remitted all federal, and state, provincial

and territorial income and other Taxes (whether or not shown on a tax return), including in its capacity as a withholding agent, levied

or imposed upon it or its properties, income or assets otherwise due and payable, except, in the case of clause (b), (x) those which

are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in

accordance with GAAP and (y) to the extent failure to do so could not reasonably be expected to have a Material Adverse Effect. There

is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect, nor is there

any tax sharing agreement applicable to the Borrower or any Subsidiary.

5.12        ERISA

Compliance.

(a)            Each

Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state laws, other

than any noncompliance that, in the aggregate, would not result in a Material Adverse Effect.

(b)            There

are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority,

with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction

or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to

result in a Material Adverse Effect.

ERISA Event has occurred, or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability

is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.

(d)           Neither

the Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under,

any active or terminated Pension Plan.

(e)            The

Borrower represents and warrants as of the Closing Date that the Borrower is not using “plan assets” (within the meaning of

Section 3(42) of ERISA or otherwise) of one or more Plans with respect to the Borrower’s entrance into, participation in, administration

of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement.

5.13        Margin

Regulations; Investment Company Act.

(a)            Margin

Regulations. Neither the Borrower nor any of its Subsidiaries is engaged or will engage, principally or as one of its important activities,

in the business of purchasing or carrying margin stock (within the meaning of Regulation U), or extending credit for the purpose of purchasing

or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more

than twenty-five percent (25%) of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated

basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction

contained in any agreement or instrument

between the Borrower or any of its Subsidiaries and any Lender or any Affiliate of any Lender relating to Indebtedness and within the

scope of Section 8.01(e) will be margin stock.

(b)           Investment

Company Act. None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an

“investment company” under the Investment Company Act of 1940.

5.14        Disclosure.

The Borrower has disclosed

to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its

Subsidiaries or any other Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably

be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (in writing)

by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and

the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by

other information so furnished) contained, when furnished, any material misstatement of fact or omitted to state any material fact necessary

to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with

respect to projected financial information, each Loan Party represents only that such information was prepared in good faith based upon

assumptions believed to be reasonable at the time, it being recognized by the Lenders that such financial information as it relates to

future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may

differ from the projected results set forth therein by a material amount.

5.15        Compliance

with Laws, Regulatory Required Permits and Material Contractual Agreements.

(a)            Each

Loan Party and each Subsidiary thereof is in compliance with the requirements of all Applicable Laws (including all applicable Specified

Laws) and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (i) such

requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted

or (ii) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material

Adverse Effect.

(b)           Each

Loan Party will, and will cause each Subsidiary to perform in all material respects its obligations under Material Agreements to which

it is a party.

Loan Party and each Subsidiary thereof holds all Regulatory Required Permits in those jurisdictions where a Regulatory Required Permit

is required by applicable Law for the operation of the business and such Regulatory Required Permits are in full force and effect. Each

Loan Party and each Subsidiary thereof is in material compliance with the requirements applicable to the Loan Party or Subsidiary as a

holder of each Regulatory Required Permit, including, without limitation, regulatory reporting requirements and compliance with Anti-Terrorism

Laws, as applicable. Each Loan Party and each Subsidiary thereof will maintain each Regulatory Required Permit held by the Loan Party

or Subsidiary, except with respect to any Regulatory Required Permit (i) issued by a Governmental Authority in a state or states

that do not, as of the applicable date of determination, individually or collectively account for more than ten percent (10%) of the revenue

of the Loan Parties and their consolidated Subsidiaries, as determined in accordance with GAAP as of such date of determination, or (ii) the

loss of which could not

reasonably be expected to result in

a Material Adverse Effect; provided that no Loan Party or any Subsidiary thereof is conducting or will conduct business in any jurisdiction

without the applicable Regulatory Required Permits in effect.

5.16        Solvency.

The Borrower, individually,

is, and the Loan Parties and their Subsidiaries on a Consolidated basis, taken as a whole, are, Solvent.

5.17        Casualty,

Etc.

Neither the businesses nor

the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor

dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance)

that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.18        Sanctions

Concerns and Anti-Corruption Laws.

(a)            Sanctions

Concerns. No Loan Party, nor any Subsidiary, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer,

employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by one or more individuals

or entities that are (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated

Nationals or HMT’s Consolidated List of Financial Sanctions Targets, or any similar list enforced by any other relevant sanctions

authority or (iii) located, organized or resident in a Designated Jurisdiction. The Borrower and its Subsidiaries have conducted

their businesses in compliance with all applicable Sanctions and have instituted and maintained policies and procedures designed to promote

and achieve compliance with such Sanctions.

(b)            Anti-Corruption

Laws. The Loan Parties and their Subsidiaries have conducted their business in compliance in all material respects with the United

States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption legislation in other jurisdictions,

and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

5.19        Regulatory

Matters.

No Loan Party, nor any Subsidiary

thereof, is subject to any proceeding, suit or, to any Loan Party’s knowledge, investigation by any federal, state or local government

or quasi-governmental body, agency, board or authority or any other administrative or investigative body, which could reasonably be expected

to result in the revocation, transfer, surrender, suspension of any Permits (including Regulatory Required Permits) of any Loan Party

or any Subsidiary thereof, which revocation, transfer, surrender or suspension could reasonably be expected to (a) result in a Material

Adverse Effect, or (b) require the Loan Parties and their subsidiaries to cease material operations in or with respect to a state

or states that do not, as of the applicable date of determination, individually or collectively account for more than ten percent (10%)

of the revenue of the Loan Parties and their consolidated Subsidiaries, as determined in accordance with GAAP as of such date of determination.

5.20        Subsidiaries;

Equity Interests; Loan Parties.

(a)            Subsidiaries,

Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true

and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with

Sections 6.02, 6.12 and 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and

partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required

to be updated in accordance with Sections 6.02, 6.12 and 6.13, and (ii) the percentage of outstanding shares

of each class of Equity Interests owned by the Loan Parties and their Subsidiaries. The outstanding Equity Interests in all Subsidiaries

are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options,

warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’

qualifying shares) of any nature relating to the Equity Interests of any Loan Party (other than the Borrower) or any Subsidiary thereof,

except as contemplated in connection with the Loan Documents.

(b)           Loan

Parties. Set forth on Schedule 5.20(b) is a complete and accurate list of all Loan Parties, showing as of the Closing

Date, or as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.12 and 6.13,

(as to each Loan Party) (i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months

prior to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization,

(v) the jurisdictions in which such Loan Party is qualified to do business, (vi) the address of its chief executive office,

(vii) the address of its principal place of business, (viii) its U.S. federal taxpayer identification number or, in the case

of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by

the jurisdiction of its incorporation or organization, (ix) the organization identification number, (x) ownership information

(e.g., publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and (xi) the

industry or nature of business of such Loan Party.

5.21        Collateral

Representations.

(a)            Collateral

Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit

of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest

of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing Date and as contemplated

hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.

(b)           Intellectual

Property.  Set forth on Schedule 5.21(b), as of the Closing Date and as of the last date such Schedule was required

to be updated in accordance with Sections 6.02, 6.12 and 6.13, is a list of all registered or issued Intellectual

Property (including all applications for registration or issuance) owned by each of the Loan Parties (including the name/title, current

owner, registration or application number, and registration or application date and such other information as reasonably requested by

the Administrative Agent).

and Tangible Chattel Paper. Set forth on Schedule 5.21(c), as of the Closing Date and as of the last date such Schedule

5.21(c) was required to be updated in accordance with Sections 6.02, 6.12 and 6.13, is a description

of all Documents, Instruments, and Tangible Chattel Paper (each as defined in the UCC) of the Loan Parties (including the Loan Party

owning such Document, Instrument and Tangible Chattel Paper and such other information as reasonably requested by the Administrative

Agent).

(d)            Deposit

Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, and Securities Accounts.

(i)             Set

forth on Schedule 5.21(d)(i), as of the Closing Date and as of the last date such Schedule 5.21(d)(i) was

required to be updated in accordance with Sections 6.02 and 6.13, is a description of all Deposit Accounts and Securities

Accounts of the Loan Parties, including the name of (A) the applicable Loan Party, (B) in the case of a Deposit Account, the

depository institution and average amount held in such Deposit Account and whether such account is a zero balance account or a payroll

account, and (C) in the case of a Securities Account, the securities intermediary or issuer and the average aggregate market value

held in such Securities Account, as applicable.

(ii)            Set

forth on Schedule 5.21(d)(ii), as of the Closing Date and as of the last date such Schedule 5.21(d)(ii) was

required to be updated in accordance with Sections 6.02, 6.12 and 6.13, is a description of all Electronic Chattel

Paper (as defined in the UCC) and Letter-of-Credit Rights (as defined in the UCC) of the Loan Parties, including the name of (A) the

applicable Loan Party, (B) in the case of Electronic Chattel Paper (as defined in the UCC), the account debtor and (C) in the

case of Letter-of-Credit Rights (as defined in the UCC), the issuer or nominated person, as applicable.

(e)            Commercial

Tort Claims. Set forth on Schedule 5.21(e), as of the Closing Date and as of the last date such Schedule 5.21(e) was

required to be updated in accordance with Sections 6.02, 6.12 and 6.13, is a description of all Commercial Tort

Claims (as defined in the UCC) of the Loan Parties (detailing such Commercial Tort Claim in such detail as reasonably requested by the

Administrative Agent).

(f)            Pledged

Equity Interests. Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule 5.21(f) was

required to be updated in accordance with Sections 6.02, 6.12 and 6.13, is a list of (i) all Pledged Equity

and (ii) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each

case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares

of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests

and the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.)).

(g)            Properties.

Set forth on Schedule 5.21(g), as of the Closing Date and as of the last date such Schedule 5.21(g) was required

to be updated in accordance with Sections 6.02, 6.12 and 6.13, is a list of (A) each headquarter location

of the Loan Parties, (B) each other location where any significant administrative or governmental functions are performed, (C) each

other location where the Loan Parties maintain any books or records (electronic or otherwise) and (D) each location where any personal

property Collateral is located at any premises owned or leased by a Loan Party (in each case, including (1) an indication if such

location is leased or owned, (2), if leased, the name of the lessor, and if owned, the name of the Loan Party owning such property, (3) the

address of such property (including, the city, county, state and zip code) and (4) to the extent owned, the approximate fair market

value of such property).

5.22        Affected

Financial Institutions.

No Loan Party is an Affected

Financial Institution.

100

5.23        Covered

Entities.

No Loan Party is an Affected

Covered Entity.

5.24        Beneficial

Ownership Certification.

The information included in

the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

5.25        Intellectual

Property; Licenses; Etc.

Each Loan Party and each of

its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights,

trade secrets, know-how, franchises, licenses and other intellectual property rights that are material to the operation of their respective

businesses, without, to Loan Parties’ knowledge, conflict with the rights of any other Person. To the best knowledge of the Borrower,

neither the operation of the business, nor any product, service, process, method, substance, part or other material now used, or now contemplated

to be used, by any Loan Party or any of its Subsidiaries infringes, misappropriates or otherwise violates upon any rights held by any

other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of any Loan Party, threatened

in writing, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. To the best

knowledge of the any Loan Party, there has been no unauthorized use, access, interruption, modification, corruption or malfunction of

any information technology assets or systems (or any information or transactions stored or contained therein or transmitted thereby) owned

or used by any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, would reasonably be expected to

have a Material Adverse Effect.

5.26        Labor

Matters.

There are no collective bargaining

agreements or Multiemployer Plans covering the employees of the Borrower or any of its Subsidiaries as of the Closing Date and neither

the Borrower nor any Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the

last five (5) years preceding the Closing Date.

5.27        Designation

as Senior Indebtedness.

The Obligations constitute

“Designated Senior Indebtedness” or any similar designation (with respect to indebtedness that has the maximum rights as “senior

debt”) under and as defined in any agreement governing any Subordinated Debt and the subordination provisions set forth in each

such agreement are legally valid and enforceable against the parties thereto.

5.28        Material

Agreements.

All Material Agreements to

which any Loan Party or any Subsidiary is a party or is bound as of the date of this Agreement are listed on Schedule 5.28. No Loan Party

or any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained

in (a) any Material Agreement to which it is a party or (b) any agreement or instrument evidencing or governing Indebtedness.

101

5.29        Outbound

Investment Rule.

Neither the Borrower nor any

of its Subsidiaries is a ‘covered foreign person’ as that term is used in the Outbound Investment Rules. Neither the Borrower

nor any of its Subsidiaries currently engages, or has any present intention to engage in the future, directly or indirectly, in (i) a

“covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules,

(ii) any activity or transaction that would constitute a “covered activity” or a “covered transaction”, as

each such term is defined in the Outbound Investment Rules, if the Borrower or such Subsidiary were a U.S. Person or (iii) any other

activity that would cause Administrative Agent or any Lender to be in violation of the Outbound Investment Rules or cause Administrative

Agent or any Lender to be legally prohibited by the Outbound Investment Rules from performing under this Agreement.

5.30        Data

Privacy and Cybersecurity.

(a)            Except

as could not reasonably be expected to have a Material Adverse Effect, since January 1, 2024, no Loan Party or any Subsidiary thereof

has experienced any Material Cybersecurity Incident, and no Loan Party or any Subsidiary thereof has received any written notice or complaint

from any Governmental Authority alleging any material violation of any Data Privacy and Cybersecurity Law.

(b)            Each

Loan Party and each Subsidiary thereof (i) is in compliance in all material respects with all applicable Data Privacy and Cybersecurity

Laws, (ii) has implemented and maintains commercially reasonable administrative, technical, and physical safeguards, policies, and

procedures designed to protect Client Data and the confidentiality, integrity, and availability of its information technology systems

(a “Cybersecurity Program”), (iii) has implemented and maintains commercially reasonable written policies

and procedures for responding to and recovering from Cybersecurity Incidents, and (iv) maintains an incident response plan that is

designed to ensure timely notification of any Material Cybersecurity Incident to the Administrative Agent.

5.31        Benefits

Administration and ERISA.

(a)            To

the extent that any Loan Party or any Subsidiary thereof acts as a fiduciary (as defined in Section 3(21) of ERISA) with respect

to any Client Plan, each such Loan Party and Subsidiary (i) has discharged and is discharging its fiduciary duties with respect to

such Client Plan in accordance with ERISA and any other applicable Law, (ii) has not engaged in any transaction with respect to any

Client Plan which would subject such Loan Party or Subsidiary to any material tax or penalty on prohibited transactions imposed by Section 4975

of the Code or the sanctions imposed under Title I of ERISA, and (iii) has not breached any fiduciary responsibility that has resulted

or could reasonably be expected to result in a Material Adverse Effect.

(b)            Each

Loan Party and each Subsidiary thereof that provides Benefits Administration Services (i) maintains all required fidelity bonds with

respect to such services, (ii) is in compliance in all material respects with all applicable reporting, disclosure, and recordkeeping

requirements of ERISA, the Code, and applicable regulations of the Department of Labor, (iii) is not the subject of any pending or,

to the knowledge of the Loan Parties, threatened investigation, audit, or enforcement action by the Department of Labor, the Internal

Revenue Service, or any other Governmental Authority with respect to any Client Plan that could reasonably be expected to result in a

Material Adverse Effect, and (iv) has implemented commercially reasonable policies and procedures to ensure the proper handling of

Client Plan assets and data.

102

Article VI

AFFIRMATIVE

COVENANTS

Each of the Loan Parties

hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, such Loan Party shall, and shall

cause each of its Subsidiaries to:

6.01        Financial

Statements.

Deliver to the Administrative

Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a)            Audited

Financial Statements. As soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower

(or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted

by the SEC)) (commencing with the fiscal year ended December 31, 2026), a Consolidated balance sheet of the Borrower and its Subsidiaries

as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in Shareholders’ Equity

and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable

detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant

of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance

with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception

or any qualification or exception as to the scope of such audit (other than any exception or explanatory paragraph, but not a qualification,

with respect to, or resulting from, the maturity of the Loans hereunder occurring within one year from the time such opinion is delivered).

(b)           Quarterly

Financial Statements.

(i)             As

soon as available, but in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal

year of the Borrower (or, if earlier, five (5) days after the date required to be filed with the SEC (without giving effect to any

extension permitted by the SEC)) (commencing with the fiscal quarter ended September 30, 2026), a Consolidated balance sheet of the

Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated statements of income or operations, changes

in Shareholders’ Equity and cash flows for such fiscal quarter and for the portion of the Borrower 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, all in reasonable detail and prepared in accordance with GAAP and including management discussion

and analysis of operating results inclusive of operating metrics in comparative form, certified by the chief executive officer, chief

financial officer, treasurer or controller who is a Responsible Officer of the Borrower as fairly presenting the financial condition,

results of operations, Shareholders’ Equity and cash flows of the Borrower and its Subsidiaries, subject only to normal year-end

audit adjustments and the absence of footnotes.

(ii)            As

soon as available, but in any event within forty-five (45) days after the end of each of the fourth fiscal quarters of each fiscal year

of the Borrower (commencing with the fiscal quarter ended December 31, 2026), an unaudited management-prepared consolidated balance

sheet of the Borrower and its Subsidiaries as at the end of such fiscal

103

quarter, and the related consolidated statements of income or

operations for such fiscal quarter, without footnotes, certified by the chief executive officer, chief financial officer, treasurer or

controller who is a Responsible Officer of the Borrower.

Plan and Budget. As soon as available, but in any event within sixty (60) days after the end of each fiscal year of the Borrower,

an annual business plan and budget of the Borrower and its Subsidiaries on a Consolidated basis, including forecasts prepared by management

of the Borrower, in form satisfactory to the Administrative Agent, of Consolidated balance sheet and statements of income or operations

and cash flows of the Borrower and its Subsidiaries on an annual basis for the immediately following fiscal year.

As to any information contained in materials furnished

pursuant to Section 6.02(e), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or

(b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials

described in Sections 6.01(a) and (b) above at the times specified therein.

6.02        Certificates;

Other Information.

Deliver to the Administrative

Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a)            Compliance

Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing

with the delivery of the financial statements for the fiscal quarter ended September 30, 2026), a duly completed Compliance Certificate

signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of the Borrower.

Unless the Administrative Agent or a Lender requests executed originals, delivery of the Compliance Certificate may be by electronic communication

including fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes.

(b)           Updated

Schedules. Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(a), the following

updated Schedules (which may be attached to the Compliance Certificate) to the extent required to make the representation related to such

Schedule true and correct as of the date of such Compliance Certificate: Schedules 5.10, 5.20(a), 5.20(b), 5.21(b),

5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e), 5.21(f), and 5.21(g).

Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(a) required to be delivered

with the financial statements referred to in Section 6.01(a), a certificate (which may be included in such Compliance Certificate)

including the amount of all Restricted Payments paid in cash (other than Restricted Payments permitted by Sections 7.06(d) and

(f)), Investments made pursuant to Sections 7.03(b), (c), (g) and (p), Dispositions made

pursuant to Section 7.05(j), non-financed Capital Expenditures that were made during the prior fiscal year and amounts received

in connection with any Extraordinary Receipts during the prior fiscal year.

(d)           Changes

in Entity Structure. Within ten (10) days prior to any merger, consolidation, dissolution or other change in entity form of any

Loan Party or any of its Subsidiaries permitted pursuant to the terms hereof, provide notice of such change in entity structure to the

Administrative Agent, along with such other information as reasonably requested by the Administrative Agent. Provide notice to the Administrative

Agent, not less than five (5) days prior (or such extended period of time as agreed to by the Administrative Agent) of any change

in any Loan Party’s legal name, state of organization, or form of organization.

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(e)            Audit

Reports; Management Letters; Recommendations. Promptly after any request by the Administrative Agent or any Lender, copies of any

detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board

of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries,

or any audit of any of them.

(f)            Annual

Reports; Etc. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or

communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration

statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange

Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent

pursuant hereto.

(g)           Debt

Securities Statements and Reports. Promptly after the furnishing thereof, copies of any statement or report furnished to any holder

of debt securities of any Loan Party or of any of its Subsidiaries by such Loan Party or Subsidiary, if applicable, pursuant to the terms

of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01

or any other clause of this Section 6.02.

(h)           SEC

Notices. Promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof,

copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning

any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan

Party or any Subsidiary thereof.

(i)             Notices.

Not later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices, requests

and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture,

loan or credit or similar agreement regarding or related to any breach or default by any party thereto or any other event that could materially

impair the value of the interests or the rights of any Loan Party or otherwise have a Material Adverse Effect and, from time to time upon

request by the Administrative Agent, such information and reports regarding such instruments, indentures and loan and credit and similar

agreements as the Administrative Agent may reasonably request.

(j)             Environmental

Notice. Promptly after the assertion (in writing) or occurrence thereof, notice of any action or proceeding against or of any noncompliance

by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have

a Material Adverse Effect.

(k)            Anti-Money-Laundering;

Beneficial Ownership Regulation. Promptly following any request therefor, information and documentation reasonably requested by the

Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering

rules and regulations, including, without limitation, the Patriot Act.

(l)             Beneficial

Ownership. To the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation,

an updated Beneficial Ownership Certification promptly following any change in the information provided in the Beneficial Ownership Certification

delivered to any Lender in relation to such Loan Party that would result in a change to the list of beneficial owners identified in such

certification.

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(m)            Regulatory

Required Permits. Provide written notice to the Administrative Agent no later than ten (10) Business Days after receiving written

notice thereof or otherwise becoming aware that (i) any Governmental Authority is conducting an investigation, audit, examination,

or review of any Regulatory Required Permit, the loss of which could reasonably be expected to result in a Material Adverse Effect, other

than those routine investigations, audits, examinations and reviews that are consistent with the Governmental Authority’s past practices

or processes in connection with the issuance and maintenance of the Regulatory Required Permit or (ii) any material Regulatory Required

Permit has been or could reasonably be expected to be revoked or withdrawn.

(n)            Additional

Information. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party

or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time

to time reasonably request.

(o)            Documents

required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(f) or (h) (to

the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered,

shall be deemed to have been delivered on the date (i) on which the Borrower files or furnishes such financial statements and other

information with the SEC via the EDGAR filing system or any successor electronic delivery procedures; or (ii) on which such documents

are posted on the Borrower’s behalf on an Internet or intranet 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). 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 Borrower with any such request by a Lender for delivery, and each Lender shall be solely

responsible for requesting delivery to it or maintaining its copies of such documents.

(p)            The

Borrower hereby acknowledges that (i) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make

available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively,

“Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially

similar electronic transmission system (the “Platform”) and (ii) certain of the Lenders (each, a “Public

Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its

Affiliates, 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 Borrower hereby agrees that it will use commercially reasonable efforts to identify

that portion of the Borrower Materials that may be distributed to the Public Lenders and that (A) all such Borrower Materials 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; (B) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed

to have authorized the Administrative Agent, any Affiliate thereof, the Arranger, the L/C Issuer and the Lenders to treat such Borrower

Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower

or its securities for purposes of United States federal and state securities laws (provided that to the extent such Borrower Materials

constitute Information, they shall be treated as set forth in Section 11.07); (C) all Borrower Materials marked “PUBLIC”

are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (D) the

Administrative Agent and any Affiliate thereof and the Arranger 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.”

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6.03        Notices.

Promptly, but in any event

within two (2) Business Days of a Responsible Officer’s knowledge thereof, notify the Administrative Agent and each Lender:

(a)            of

the occurrence of any Default;

(b)            of

any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;

the occurrence of any ERISA Event when taken together with all other ERISA Events which reasonably could be expected to result in a liability

no less than the Threshold Amount;

(d)           of

any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof;

(e)            of

any occurrence of any (i) Disposition of property or assets for which the Borrower is required to make a mandatory prepayment pursuant

to Section 2.05(b)(i), (ii) issuance of debt or equity for which the Borrower is required to make a mandatory prepayment

pursuant to Section 2.05(b)(ii) and (b)(iii) or (iii) receipt of any Extraordinary Receipt for which

the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iv);

(f)            of

(i) any notice of any amendment, waiver, supplement or other modification of any Subordinated Debt Document and provide copies of

any such amendment, waiver, supplement or other modification and (ii) any notice of default required to be delivered pursuant to

any Subordinated Debt Document;

(g)            of

any notice, request or other document (including amendments, waivers and other modifications) so received under or pursuant to any instrument,

indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto or any other event that

could materially impair the value of the interests or the rights of any Loan Party or otherwise have a Material Adverse Effect and, from

time to time upon request by the Administrative Agent, provide such information and reports regarding such instruments, indentures and

loan and credit and similar agreements as the Administrative Agent may reasonably request;

(h)            of

(i) any investigation, audit, examination or review of any Regulatory Required Permit by a Governmental Authority, the loss of which

could reasonably be expected to result in a Material Adverse Effect, other than those routine investigations, audits, examinations and

reviews that are consistent with the Governmental Authority’s past practices or process in connection with the issuance and maintenance

of the Regulatory Required Permit or (ii) any material Regulatory Required Permit that has been or could reasonably be expected to

be revoked or withdrawn;

(i)             of

any claim, demand, inquiry, investigation, or enforcement action by any Governmental Authority (including the Department of Labor) relating

to (i) any Material Cybersecurity Incident, (ii) any material alleged violation of any Data Privacy and Cybersecurity Law, or

(iii) any alleged breach of fiduciary duty or prohibited transaction with respect to any Client Plan; and

(j)             of

any Material Cybersecurity Incident, which notice shall be given promptly (and in any event within seventy-two (72) hours) after confirmation

thereof and shall include (i) a

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description of the nature and scope

of the incident, (ii) an estimate of the number of individuals whose data may have been affected, (iii) the remediation steps

being taken, and (iv) a timeline for notifying affected individuals and Governmental Authorities as required by Applicable Law, provided

that if any information required to be delivered pursuant to clauses (i) through (iv) is not available to the Loan Parties at

the time such notice is given, the Loan Parties shall promptly supplement such notice upon receipt of any or all of such information;

Each notice pursuant to this

Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence

referred to therein and to the extent applicable, stating what action the Borrower has taken and proposes to take with respect thereto.

Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and

any other Loan Document that have been breached.

6.04        Payment

of Obligations.

Pay and discharge as the same

shall become due and payable, (a) all its obligations and liabilities, including all material tax liabilities, assessments and governmental

charges or levies upon it or its properties or assets, unless (i) the same are being contested in good faith by appropriate proceedings

diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary and (ii) the

failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that all federal and state withholding

taxes and all other material payroll taxes shall be paid to the appropriate Governmental Authorities as and when claimed by such Governmental

Authorities in writing to be due, notwithstanding the foregoing exceptions; (b) all lawful claims which, if unpaid, would by law

become a Lien (other than a Permitted Lien) upon its property; and (c) all Indebtedness, as and when due and payable (subject to

any applicable grace or cure periods), but subject to any subordination provisions contained in any instrument or agreement evidencing

such Indebtedness.

6.05        Preservation

of Existence, Etc.

(a)            Preserve,

renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization

except in a transaction permitted by Section 7.04 or 7.05;

(b)            take

all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct

of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and

or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected

to have a Material Adverse Effect.

6.06        Maintenance

of Properties.

(a)            Maintain,

preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and

condition, ordinary wear and tear excepted;

(b)            make

all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected

to have a Material Adverse Effect;

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the standard of care typical in the industry in the operation and maintenance of its facilities.

6.07        Maintenance

of Insurance.

(a)            Maintenance

of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, 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 compatible with the following standards) as are

customarily carried under similar circumstances by such other Persons and all such insurance shall (i) provide for not less than

thirty (30) days’ prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance, (ii) name

the Administrative Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the

case of liability insurance) or loss payee (in the case of property insurance), as applicable, (iii) if reasonably requested by the

Administrative Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the Administrative

Agent.

(b)            Evidence

of Insurance. Cause the Administrative Agent to be named as lenders’ loss payable, loss payee or mortgagee, as its interest

may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of any Collateral,

and cause, unless otherwise agreed to by the Administrative Agent, each provider of any such insurance to agree, by endorsement upon the

policy or policies issued by it or by independent instruments furnished to the Administrative Agent that it will give the Administrative

Agent thirty (30) days prior written notice before any such policy or policies shall be altered or cancelled (or ten (10) days prior

notice in the case of cancellation due to the nonpayment of premiums). Annually, upon expiration of current insurance coverage, the Loan

Parties shall provide, or cause to be provided, to the Administrative Agent, such evidence of insurance as required by the Administrative

Agent, including, but not limited to: (i) certified copies of such insurance policies, (ii) evidence of such insurance policies

(including, without limitation and as applicable, ACORD Form 28 certificates (or similar form of insurance certificate), and ACORD

Form 25 certificates (or similar form of insurance certificate)), (iii) declaration pages for each insurance policy and

(iv) lender’s loss payable endorsement if the Administrative Agent for the benefit of the Secured Parties is not on the declarations

page for such policy. As reasonably requested by the Administrative Agent, the Loan Parties agree to deliver to the Administrative

Agent an Authorization to Share Insurance Information.

Liability and Technology E&O Insurance. Maintain at all times (i) cyber liability insurance coverage (including coverage

for network security liability, privacy liability, regulatory defense and penalties, data breach response costs, cyber extortion, and

business interruption resulting from a Cybersecurity Incident) with a minimum limit of not less than $10,000,000 per occurrence (in the

aggregate when taking into account excess policy coverage), and (ii) technology errors and omissions insurance (including coverage

for professional liability arising from the provision of technology and data processing services, including payroll processing, benefits

administration, and human resources management services) with a minimum limit of not less than $10,000,000 per occurrence (in the aggregate

when taking into account excess policy coverage); in each case, with financially sound and reputable insurers rated at least “A-”

by A.M. Best (or an equivalent rating by another nationally recognized rating agency) and which coverage is in a combined policy

on the Closing Date. Such insurance policy shall provide for not less than thirty (30) days’ prior written notice to the Administrative

Agent of termination, lapse, or

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cancellation of such insurance (or ten

(10) days’ prior notice in the case of cancellation due to nonpayment of premiums).

6.08        Compliance

with Laws.

Comply with the requirements

of all Applicable Laws (including all Specified Laws) and all orders, writs, injunctions and decrees applicable to it or to its business

or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested

in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected

to have a Material Adverse Effect.

6.09        Books

and Records.

(a)            Maintain

proper books of record and account in a manner that permits the preparation of financial statements in conformity with GAAP (it being

understood and agreed that Foreign Subsidiaries may maintain individual books and records in conformity with generally accepted accounting

principles that are applicable in their respective jurisdiction of organization, amalgamation or incorporation); and

(b)            maintain

such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory

jurisdiction over such Loan Party or such Subsidiary, as the case may be.

6.10        Inspection

Rights.

(a)            Permit

representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to

examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances

and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable

times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided

that if no Event of Default exists, such visits and inspections shall be limited to once per fiscal year with at least five (5) Business

Days’ notice; provided further that, when an Event of Default exists, 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 Borrower at any time during normal

business hours and without advance notice.

(b)            If

requested by the Administrative Agent in its sole discretion, permit the Administrative Agent and its representatives, upon reasonable

advance notice to the Borrower, to conduct, at the expense of the Borrower, unless an Event of Default exists and is continuing, no more

than once annually (for the avoidance of doubt, there shall be no restriction on the number of appraisals and exams while an Event of

Default exists) (i) personal property asset appraisal on personal property Collateral of the Borrower and its Subsidiaries and (ii) field

exam on the accounts receivable, inventory, payables, controls and systems of the Borrower and its Subsidiaries.

requested by the Administrative Agent in its sole discretion, permit the Administrative Agent, and its representatives, upon reasonable

advance notice to the Borrower, to conduct an annual audit of the Collateral at the expense of the Borrower.

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6.11        Use

of Proceeds.

Use the proceeds of the Credit

Extensions (i) in respect of the Revolving Facility, shall be used to (subject to the restrictions herein) (w) for ongoing working

capital requirements, (x) capital expenditures, (y) to finance Permitted Acquisitions and (z)other general corporate purposes

not in contravention of any Law or of any Loan Document, (ii) in respect of the DD Term Facility, shall be used to finance Permitted

Acquisitions and (iii) in respect of the Term A Facility, shall be used to (x) complete the refinancing of the Indebtedness

outstanding on the Closing Date, (y) to finance Permitted Acquisitions and (z) pay fees, commissions and expenses incurred in

connection with the refinancing of the Indebtedness contemplated herein. The proceeds of any Incremental Term Loan or any Incremental

Revolving Loan will be used for working capital and general corporate purposes of the Borrower and its Subsidiaries, including for Permitted

Acquisitions permitted under this Agreement.

6.12        Covenant

to Guarantee Obligations.

The Loan Parties will cause

each Material Subsidiary (other than any Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and

in any event within sixty (60) days after such Material Subsidiary is formed or acquired (or such longer period of time as agreed

to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement;

provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result

in a material adverse tax consequence for the Borrower. In connection therewith, the Loan Parties shall give notice to the Administrative

Agent not less than ten (10) days prior to creating a Material Subsidiary (or such shorter period of time as agreed to by the Administrative

Agent in its reasonable discretion), or acquiring the Equity Interests of any Person that will be Material Subsidiary. In connection with

the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable,

substantially the same documentation required pursuant to the applicable clauses of Sections 4.01 and 6.13 and such

other documents or agreements as the Administrative Agent may reasonably request, including without limitation, updated Schedules 5.10,

5.20(a), 5.20(b), 5.21(b), 5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e), 5.21(f),

5.21(g), and Schedule 5.28.

6.13        Covenant

to Give Security

Except with respect to Excluded

Property:

(a)            Equity

Interests and Personal Property. Each Loan Party will cause the Pledged Equity and all of its tangible and intangible personal property

now owned or hereafter acquired by it to be subject at all times to a first priority, perfected Lien (subject to Permitted Liens) in favor

of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations pursuant to the terms and conditions

of the Collateral Documents. Each Loan Party shall provide opinions of counsel and any filings and deliveries reasonably necessary in

connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative

Agent.

(b)           Collateral

Access Agreement. Each Loan Party shall use commercially reasonable efforts to deliver a Collateral Access Agreement for the Borrower’s

property located at 405 Colorado Street, Suite 1800, Austin, Texas.

Accounts. Commencing one hundred twenty (120) days after the Closing Date (or such later date as the Administrative Agent may

agree in its sole discretion), each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts

(including

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Securities Accounts) at any bank or

other financial institution, other than (i) Deposit Accounts that are maintained at all times with (A) MUFG, (B) any other

Lender or (C) other Deposit Accounts, so long as such accounts are subject to a Qualifying Control Agreement, (ii) Securities

Accounts that are maintained at all times with (A) MUFG, (B) any other Lender or (C) other Securities Accounts, so long

as such accounts are subject to a Qualifying Control Agreement, (iii) Excluded Accounts and (iv) other Deposit Accounts, so

long as the aggregate monthly balance in all such accounts does not exceed $1,000,000.

(d)           Updated

Schedules. Concurrently with the delivery of any Collateral pursuant to the terms of this Section 6.13, the Borrower shall

provide the Administrative Agent with the applicable updated Schedule(s): 5.20(a), 5.20(b), 5.21(b), 5.21(c),

5.21(d)(i), 5.21(d)(ii), 5.21(e), 5.21(f), 5.21(g), and Schedule 5.28.

(e)            Further

Assurances. At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and

documents and take all such other action as the Administrative Agent may deem necessary or desirable to maintain in favor of the Administrative

Agent, for the benefit of the Secured Parties, Liens and insurance rights on the Collateral that are duly perfected in accordance with

the requirements of, or the obligations of the Loan Parties under, the Loan Documents and all Applicable Laws.

6.14        Anti-Corruption

Laws; Sanctions.

Conduct its business in compliance

in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Anti-Terrorism Laws

and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures

designed to promote and achieve compliance with such laws and Sanctions.

6.15       Cash

Management.

On or prior to the date that

is one hundred twenty (120) days after the Closing Date (or such later date as the Administrative Agent approve in its sole discretion),

maintain, subject to Section 6.13(c), all primary cash management with MUFG, including, without limitation, all primary Deposit

Accounts; so long as such accounts shall contain fees, interest rates, income and performance terms that are the same as or more favorable

to the Borrower compared to the terms the Borrower maintains with its current depository institutions and excluding, for the avoidance

of doubt, any Customer Funds Account.

6.16        Further

Assurances.

Promptly upon request by

the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered

in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) 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 any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry

out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by Applicable Law, subject any Loan

Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be

covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral

Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect

and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties

under any Loan

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Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of

its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

6.17        Post-Closing

Matters.

Not later than the dates set

forth on Schedule 6.17 (or such later dates as the Administrative Agent shall agree in its reasonable discretion), the Loan Parties

shall take the actions set forth on Schedule 6.17.

6.18        Compliance

with Environmental Laws; Preparation of Environmental Reports.

Comply, and cause all lessees

and other Persons operating or occupying its properties to comply, in each case, in all material respects, with all applicable Environmental

Laws and Environmental Permits; obtain and renew all Environmental Permits reasonably necessary for its operations and properties; and

conduct any investigation, study, sampling and testing, cleanup, removal, remedial or other action necessary to remove and clean up all

Hazardous Materials from any of its properties, in accordance in all material respects with all Environmental Laws; provided that

neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to

the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being

maintained with respect to such circumstances in accordance with GAAP.

6.19        Approvals

and Authorizations.

Maintain all authorizations,

consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction

in which each Foreign Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in

each case that are required in connection with the Loan Documents.

6.20        Pari

Passu Ranking.

Ensure that the payment obligations

of the Loan Parties under the Loan Documents rank and continue to rank at least pari passu with the claims of all of the Loan Parties’

other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

6.21        Material

Agreements.

Each Loan Party and their

Subsidiaries shall comply, in all material respects, with any of the obligations, covenants or conditions contained in (a) any Material

Agreement to which it is a party or (b) any agreement or instrument evidencing a material leasehold.

6.22        Regulatory

Matters.

Loan Parties shall have, and

shall ensure that it and each of its Subsidiaries has, each necessary Permit (including all Regulatory Required Permits) and other material

rights from, and have made all necessary declarations and filings with, all applicable Governmental Authorities, all self-regulatory authorities

and all courts and other tribunals necessary to engage in all material respects in the ownership, management and operation of the business

or the assets of any Loan Party and Subsidiaries thereof and Loan Parties shall take, and cause each of their Subsidiaries to take, such

reasonable actions to ensure that no Governmental Authority has taken action to limit, suspend, condition, or revoke any such Permit,

in each case, except where the failure to do so could not reasonably be expected to (a) result in a Material Adverse Effect, or (b) require

the Loan Parties and their subsidiaries to cease material operations in or with

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respect to a state or states that do not, as of

the applicable date of determination, individually or collectively account for more than ten percent (10%) of the revenue of the Loan

Parties and their consolidated Subsidiaries, as determined in accordance with GAAP as of such date of determination; provided that no

Loan Party or any Subsidiary thereof is conducting or will conduct business in any jurisdiction without the applicable Regulatory Required

Permits in effect.

6.23        Data

Privacy and Cybersecurity.

(a)            Compliance.

Comply in all material respects with all applicable Data Privacy and Cybersecurity Laws, and maintain all privacy policies, data processing

agreements, and other contractual arrangements necessary for the lawful collection, use, storage, processing, and transfer of Client Data

in connection with the business operations of the Loan Parties and their Subsidiaries.

(b)           Incident

Response. Maintain and follow written incident response and disaster recovery plans that are reasonably designed to enable timely

detection, response, and recovery from Cybersecurity Incidents, including procedures for (i) notification to the Administrative Agent

of any Material Cybersecurity Incident in accordance with Section 6.03, (ii) containment and remediation of Cybersecurity

Incidents, and (iii) cooperation with law enforcement and regulatory authorities as required by Applicable Law.

Security Program. Implement and maintain a Cybersecurity Program that is (i) reasonably designed to protect Client Data and the

confidentiality, integrity, and availability of the information technology systems of the Loan Parties and their Subsidiaries, (ii) consistent

with industry standards for companies of similar size engaged in similar businesses, and (iii) compliant with all applicable Data

Privacy and Cybersecurity Laws.

6.24        Benefits

Administration.

(a)            To

the extent that any Loan Party or any Subsidiary thereof acts as a fiduciary (as defined in Section 3(21) of ERISA) with respect

to any Client Plan, discharge all fiduciary duties with respect to such Client Plan in accordance with ERISA and any other applicable

Law, and not engage in any transaction with respect to any Client Plan which would subject such Loan Party or Subsidiary to any material

tax or penalty on prohibited transactions imposed by Section 4975 of the Code or the sanctions imposed under Title I of ERISA.

(b)            Maintain

all required fidelity bonds, insurance, and bonding arrangements required under ERISA or by any Customer agreement with respect to the

provision of Benefits Administration Services.

in all material respects with all applicable reporting, disclosure, and recordkeeping requirements of ERISA, the Code, and applicable

regulations of the Department of Labor with respect to the provision of Benefits Administration Services.

Article VII

NEGATIVE

COVENANTS

Each of the Loan Parties hereby

covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no Loan Party shall, nor shall it permit

any Subsidiary to, directly or indirectly:

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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, except for the following (the

“Permitted Liens”):

(a)            Liens

pursuant to any Loan Document;

(b)            Liens

existing on the Closing Date and listed on Schedule 7.01 and any refinancings, refundings, renewals or extensions thereof, provided

that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as

contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and

(iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);

for Taxes not yet delinquent or Liens for Taxes 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 in accordance with GAAP;

(d)            Statutory

Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising

in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good

faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained

on the books of the applicable Person in accordance with GAAP;

(e)            pledges

or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social

security legislation, other than any Lien imposed by ERISA;

(f)            deposits

to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds,

performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g)            easements,

rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount,

and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary

conduct of the business of the applicable Person;

(h)            Liens

arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall

in good faith be prosecuting an appeal or proceedings for review;

(i)             Liens

securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber

any property other than the property financed by such Indebtedness and any additions, accessions, parts, improvements and attachments

thereto and any related software, and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever

is lower, of the property being acquired on the date of acquisition;

(j)             bankers’

Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts

maintained by the Borrower or any of its Subsidiaries with any Lender, in each case in the ordinary course of business in favor of the

bank or banks with which such accounts are maintained, securing solely the customary amounts

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owing to such bank with respect to cash

management and operating account arrangements; provided that in no case shall any such Liens secure (either directly or indirectly)

the repayment of any Indebtedness;

(k)            any

interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary

thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased;

(l)             Liens

of a collection bank arising under Section 4–210 of the UCC on items in the course of collection;

(m)           any

zoning, building or similar laws or rights reserved to or vested in any Governmental Authority;

(n)           Liens

on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower

or becomes a Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation

or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary

or acquired by the Borrower or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(f);

(o)            leases,

subleases, licenses and sublicenses granted to other Persons and which do not (A) materially interfere with the ordinary conduct

of the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its

Subsidiaries or (B) secure any Indebtedness;

(p)            Liens

encumbering customary initial deposits and margin deposits, in each case securing obligations under Swap Contracts (other than Secured

Hedge Agreements) permitted by Section 7.02(g);

(q)            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;

(r)            Liens

securing Indebtedness represented by financed insurance premiums in the ordinary course of business or otherwise consistent with past

practice, provided that such Liens do not extend to any property or assets other than the corresponding insurance policies being financed;

(s)            Liens

granted by a Subsidiary that is not a Loan Party in favor of any Loan Party in respect of Indebtedness owed by such Subsidiary; and

(t)            other

Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $5,000,000, provided that no such Lien shall

extend to or cover any Collateral.

7.02        Indebtedness.

Create, incur, assume or suffer

to exist any Indebtedness, except (the items below, collectively, “Permitted Indebtedness”):

(a)            Indebtedness

under the Loan Documents;

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(b)            Indebtedness

outstanding on the Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof;

provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension

except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection

with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor

with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and, still

further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination, standstill and related

terms (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and

of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the

applicable Loan Party or Subsidiary or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced,

refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness

does not exceed the then applicable market interest rate, in each case, as determined in good faith by the Borrower;

in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations

set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any time outstanding shall

not exceed $5,000,000;

(d)            unsecured

Indebtedness of the Borrower or a Subsidiary of the Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which

Indebtedness shall (i) to the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged

to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (ii) be

on terms (including subordination terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions

of Section 7.03 (“Intercompany Debt”);

(e)            Guarantees

of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Subsidiary;

(f)             Indebtedness

of any Person that becomes a Subsidiary of the Borrower after the date hereof in a transaction permitted hereunder in an aggregate principal

amount not to exceed, at any time outstanding, $5,000,000, and any refinancings, refundings, renewals or extensions thereof; provided

that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount

equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing

and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto

is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and, still further, that the terms

relating to principal amount, amortization, maturity, collateral (if any) and subordination, standstill and related terms (if any), and

other material terms, taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered

into and of any instrument issued in connection therewith, are no less favorable in any material respect to the applicable Loan Party

or Subsidiary or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed

or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the

then applicable market interest rate, in each case, as determined in good faith by the Borrower; provided, further that such Indebtedness

is existing at the time such Person becomes a Subsidiary

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of the Borrower and was not incurred

solely in contemplation of such Person’s becoming a Subsidiary of the Borrower;

(g)            obligations

(contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered

into by such Person in the ordinary course of business for the purpose of hedging or mitigating risks associated with fluctuations in

interest rates or foreign exchange rates and not for speculative purposes and (ii) such Swap Contract does not contain any provision

exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(h)            Indebtedness

pursuant to the Subordinated Existing Holdover Notes;

(i)             Indebtedness

arising from customary cash management and treasury services, credit cards, and the honoring of a check, draft or similar instrument against

insufficient funds or from the endorsement of instruments for collection, in each case, in the ordinary course of business;

(j)             Indebtedness

owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability

insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;

(k)            Indebtedness

in respect of performance bonds, bid bonds, appeal bonds, surety bonds, bank guarantees, letters of credit and similar obligations, in

each case provided in the ordinary course of business;

(l)             Indebtedness

consisting of the financing of insurance premiums in the ordinary course of business;

(m)           [reserved];

(n)            unsecured

Indebtedness (including Subordinated Unsecured Seller Notes and Contingent Acquisition Consideration) so long as (x) both immediately

before and after giving Pro Forma Effect to the incurrence of such Indebtedness (assuming (1) that the commitments under any such

Indebtedness under the Revolving Facility or the DD Term Facility are fully drawn, and (2) the proceeds of such Indebtedness shall

not constitute Unrestricted Cash for purposes of calculating the pro forma Consolidated Net Leverage Ratio), the Loan Parties are in compliance

with the financial covenants set forth in Section 7.11 and (y) such Indebtedness (other than Contingent Acquisition Consideration)

is Subordinated Debt; and

(o)            other

Indebtedness not expressly permitted in this Section 7.02 in an aggregate principal amount not to exceed $5,000,000.

7.03        Investments.

Make or hold any Investments,

except:

(a)            Investments

held by the Borrower and its Subsidiaries in the form of cash or Cash Equivalents;

(b)            advances

to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed, at the time such Investment

is made and after giving effect to

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such Investment, $1,000,000 for travel,

entertainment, relocation and analogous ordinary business purposes;

by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments

by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan

Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result

from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties in an aggregate

amount not to exceed in any fiscal year, at the time such Investment is made and after giving effect to such Investment, $10,000,000;

(d)           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 to the extent reasonably necessary in order to prevent or limit loss;

(e)            Guarantees

permitted by Section 7.02;

(f)            Investments

existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03;

(g)            Permitted

Acquisitions;

(h)            Investments

(including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement

of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

(i)             Investments

in Swap Contracts permitted by Section 7.02(g);

(j)             Investments

consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

(k)            Investments

of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.03

and 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;

(l)             non-cash

consideration received in connection with any Disposition expressly permitted by Section 7.05;

(m)           Guarantees

of leases and other contractual obligations of any Subsidiary (to the extent not constituting Indebtedness) in the ordinary course of

business;

(n)            Investments

of cash by the Loan Parties or their Subsidiaries in the ordinary course of business to make payments on behalf of Customers for which

funds have not been received by the Loan Parties or their Subsidiaries from the applicable Customer not to exceed $5,000,000 in the aggregate

in any trailing twelve-month period;

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(o)            Investments

of Customer funds held in Customer Funds Accounts so long as (i) neither Borrower nor any other Loan Party is required to provide

any guaranty or security to any Customer with respect to any return on, or return of, any amounts so held by such Loan Party on behalf

of the applicable Customer in such Customer Funds Accounts, (ii) any such funds are invested in cash, Cash Equivalents or otherwise

in accordance with the Borrower’s investment policy, as approved by the Borrower’s board of directors, and (iii) all

such Investments of customer Funds are made in compliance with all applicable Laws and the requirements of any applicable Permits; and

(p)            other

Investments not exceeding, determined at the time such Investment is made and after giving effect to such Investment, in the aggregate

in any fiscal year of the Borrower, $500,000, so long as no Default has occurred and is continuing or would result from such Investment.

Notwithstanding the foregoing,

nothing in this Section 7.03 shall permit an Investment consisting of any Intellectual Property that is material to the business

of the Borrower and its Subsidiaries, taken as a whole, to any Subsidiary that is a non-Loan Party.

7.04        Fundamental

Changes.

Merge, 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, except that, so long as no Default exists or

would result therefrom:

(a)            any

Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any

one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be

the continuing or surviving Person;

(b)            any

Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another

Loan Party;

Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature

of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;

(d)            in

connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit

any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned

Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party,

such Loan Party is the surviving Person;

(e)            each

of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into

or consolidate with it; provided that in each case, immediately after giving effect thereto (i) in the case of any such merger

to which the Borrower is a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan

Party (other than the Borrower) is a party, such Loan Party is the surviving Person; and

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(f)            any

Immaterial Subsidiary may liquidate, divide or dissolve if the Borrower determines in good faith that such liquidation, division or dissolution

is in the best interests of the Borrower and is not materially disadvantageous to the Lenders.

7.05        Dispositions.

Make any Disposition or enter

into any agreement to make any Disposition, except:

(a)            Permitted

Transfers;

(b)           Dispositions

of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar

replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement

property;

(d)           Dispositions

permitted by Section 7.04;

(e)            non-exclusive

licenses of trademarks, service marks, trade names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses

and other intellectual property rights in the ordinary course of business; and

(f)            Involuntary

Dispositions;

(g)           Dispositions

of non-core assets acquired in connection with, or resulting from, any Permitted Acquisition or other Investment permitted hereunder;

(h)           to

the extent constituting a Disposition, the settlement, waiver, release or surrender of claims or litigation rights of any kind;

(i)             Dispositions

permitted by Section 7.03 and Section 7.06; and

(j)             other

Dispositions so long as (i) no Event of Default has occurred and is continuing or would result therefrom, (ii) at least 75%

of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction

and shall be in an amount not less than the fair market value of the property disposed of, (iii) such transaction does not involve

the sale or other disposition of a minority Equity Interests in any Subsidiary, (iv) such transaction does not involve a sale or

other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a

transaction otherwise permitted under this Section 7.05, and (v) the aggregate net book value of all of the assets sold

or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions in any fiscal year of the Borrower shall

not exceed $3,000,000.

Notwithstanding the foregoing,

nothing in this Section 7.05 shall permit the Disposition (including exclusive license) of any Intellectual Property that

is material to the business of the Borrower and its Subsidiaries, taken as a whole, to any Subsidiary that is a non-Loan Party.

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7.06        Restricted

Payments.

Declare or make, directly

or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(a)            each

Subsidiary may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective

holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b)            the

Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests (other

than Disqualified Equity Interests) of such Person;

Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the

substantially concurrent issue of new shares of its common stock or other common Equity Interests (other than Disqualified Equity Interests);

(d)            the

Borrower may issue Equity Interests and make cash payment in lieu of issuing fractional shares in connection with the exercise of warrants,

options or other securities convertible into or exchangeable for such Equity Interests;

(e)            the

Borrower may purchase its Equity Interests in connection with the exercise of stock options or stock appreciation rights by way of cashless

exercise or the vesting of restricted stock units or, through net share settlements, in connection with the satisfaction of withholding

tax obligations;

(f)            repurchases,

redemptions or retirements of stock of current or former employees, directors or consultants pursuant to stock purchase agreements so

long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase;

provided, however, that the aggregate amount of such repurchases in any fiscal year shall not exceed Five Hundred Thousand Dollars

($500,000);

(g)           the

Borrower may purchase for value any rights distributed in connection with any stockholders’ rights plan adopted by the Borrower;

(h)           so

long as no Event of Default shall have occurred and be continuing at the time of such payment or would result therefrom, the Borrower

may make Restricted Payments on the Subordinated Debt and Contingent Acquisition Consideration due and payable in accordance with the

acquisition documents in respect of any Permitted Acquisition, in each case, in compliance with Section 7.16; and

(i)             the

Borrower may make other Restricted Payments in an unlimited amount, so long as immediately after giving effect to any such payment, calculated

on a Pro Forma Basis at the time such payment is made, after giving effect to such Restricted Payment on a Pro Forma Basis, (i) the

Loan Parties are in Pro Forma Compliance with the financial covenants in Section 7.11, (ii) the Consolidated Net Leverage

Ratio is not in excess of 2.50 to 1.00, and (iii) no Event of Default shall have occurred and be continuing at the time of such payment

or would result therefrom.

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7.07        Change

in Nature of Business.

Engage in any material line

of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the Closing Date or

any business substantially related or incidental thereto.

7.08       Transactions

with Affiliates.

Enter into or permit to exist

any transaction or series of transactions with any officer, director or Affiliate of such Person that exceeds $2,500,000 other than (a) advances

of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly

permitted by this Agreement, (d)  compensation (including bonuses and equity-based compensation), employment benefit arrangements,

indemnities and reimbursement of expenses of officers, managers, employees and directors, (e) except as otherwise specifically limited

in this Agreement, other transactions which are entered into on fair and reasonable terms and conditions substantially as favorable to

such Person as would be obtainable by it in a comparable arm’s length transaction with a Person other than an officer, director

or Affiliate and (f) transactions permitted by Section 7.03, Section 7.04, Section 7.06 and Section 7.18.

7.09        Burdensome

Agreements.

Enter into, or permit to exist,

any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts the ability

of any such Person to (i) to act as a Loan Party; (ii) make Restricted Payments to any Loan Party, (iii) pay any Indebtedness

or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create any Lien

in favor of the Administrative Agent (for the benefit of the Secured Parties) upon any of their properties or assets, whether now owned

or hereafter acquired, to secure the Secured Obligations, except the foregoing shall not apply to (A) restrictions and conditions

imposed by any applicable Law, (B) restrictions and conditions contained in agreements relating to the sale of any Subsidiary or

assets of the Borrower or any Subsidiary, in each case, pending such sale, provided such restrictions and conditions apply only to the

Person or assets that are to be sold and such sale is permitted hereunder, (C) customary provisions in leases and other contracts

restricting the assignment or encumbrance thereof, (D) any restrictions or conditions set forth in any agreement in effect at any

time any Person becomes a Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition);

provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary and the restriction or

condition set forth in such agreement does not apply to the Borrower or any other Subsidiary, (E) customary provisions in joint venture

agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to Equity Interests in such

joint venture), (F) customary net worth provisions or similar financial maintenance provisions contained in real property leases,

(G) restrictions requiring minimum reserves of cash or other deposits, in each case, imposed by customers of the Borrower or any

Subsidiary under contracts entered into in the ordinary course of business, (H) [reserved] and (I) in the case of clause

(a)(v) only, for any document or instrument governing Indebtedness permitted by Section 7.02; provided

that any such restriction contained therein relates only to the asset or assets securing any such Indebtedness; or (b) requires the

grant of any Lien on property for any obligation if a Lien on such property is given as security for the Secured Obligations.

7.10        Use

of Proceeds.

Use the proceeds of any Credit

Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within

the meaning of Regulation U) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness

originally incurred for such purpose.

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7.11        Financial

Covenants.

(a)            Consolidated

Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any Measurement Period ending as

of the end of any fiscal quarter of the Borrower to be less than 1.25 to 1.00.

(b)            Consolidated

Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the end of any Measurement Period ending as of the end of any

fiscal quarter of the Borrower to be greater than 3.50:1.00; provided that, at the election of the Borrower upon written notice

to the Administrative Agent, during the four consecutive fiscal quarters including and following the quarter in which the Borrower or

any of its Subsidiaries consummates a Specified Permitted Acquisition, the Consolidated Net Leverage Ratio shall be no greater than 3.75

to 1.00 (such period, the “Adjusted Covenant Period”) (it being understood and agreed that following the end

of the Adjusted Covenant Period, the required Consolidated Net Leverage Ratio shall revert to 3.50 to 1.00 as of the end of each subsequent

fiscal quarter until another Adjusted Covenant Period (if any) occurs); provided further that (i) there may only be two (2) such

Adjusted Covenant Periods during the term of this Agreement and (ii) there shall be at least two (2) full fiscal quarters between

Adjusted Covenant Periods.

7.12        Amendments

of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity; Accounting Changes.

(a)            Amend

any of its Organization Documents to the extent any such amendment would reasonably be expected to be materially adverse to the Administrative

Agent or any Secured Party;

(b)            change

its fiscal year; or

providing five (5) days prior written notice to the Administrative Agent (or such shorter period of time as reasonably agreed to

by the Administrative Agent), change its name, state of formation, form of organization or principal place of business.

7.13        Sale

and Leaseback Transactions.

Enter into any Sale and Leaseback

Transaction, except in connection with any Capitalized Leases permitted by Section 7.02(c).

7.14        Sanctions.

Directly or indirectly, use

any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or

the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, that, at the time of such funding,

is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating

in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swingline Lender, or otherwise) of Sanctions.

7.15       Anti-Corruption

Laws.

Directly or indirectly, use

any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices

Act of 1977, the UK Bribery Act 2010, Anti-Terrorism Laws and other anti-corruption legislation in other jurisdictions.

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7.16        Payments

and Modifications of Subordinated Debt .

(a)            Declare,

pay, make or set aside any amount for payment in respect of any Subordinated Debt or any Contingent Acquisition Consideration, in each

case, except for payments made in respect of (x) Subordinated Debt in accordance with the Subordinated Debt Documents and (y) any

Contingent Acquisition Consideration due and payable in accordance with the acquisition documents in respect of any Permitted Acquisition,

in each case, so long as (i) immediately prior to any such payment no Event of Default has occurred and is continuing and no Event

of Default would occur after giving effect to any such payment, and (ii) after giving effect to any such payment, (x) Loan Parties

are in pro forma compliance with the financial covenants set forth in Section 7.11 and (y) the Consolidated Net Leverage Ratio

shall be no greater than 0.50:1.00 inside the then-applicable covenant set forth in Section 7.11, calculated using the same

Measurement Period used to determine Pro Forma Compliance.

(b)            Amend

or otherwise modify the terms of any Subordinated Debt (other than the Subordinated Existing Holdover Notes), except for amendments or

modifications made in full compliance with the applicable Subordination Agreement.

or otherwise modify the terms of any Subordinated Existing Holdover Notes Documents or Subordinated Unsecured Seller Notes Documents,

except for amendments or modifications consented to in writing by Administrative Agent.

7.17        Amendment,

Etc. of Indebtedness.

Amend, modify or change in

any manner any term or condition of any Indebtedness (other than Indebtedness arising under the Loan Documents or Subordinated Debt which

shall be subject to the terms and provisions of Section 7.16) if such amendment or modification would add or change any terms

in a manner materially adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require

any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto.

7.18        Amendment,

Etc. of Material Agreements.

Amend, modify or change in

any manner any term or condition of any Material Agreement to the extent any such amendment, modification or waiver would be adverse to

the Lenders.

7.19        Customer

Funds Account.

(a)            Permit

any property or assets of any Loan Party or Subsidiary thereof to be held in any Customer Funds Account except for any interest or other

amounts earned by such Loan Party or Subsidiary in respect of the Customer funds held in the Customer Funds Account.

(b)            Permit

any other property or assets of any Customer or any other Person to be comingled with the assets or property of the Loan Parties or their

Subsidiaries.

Without limiting the foregoing, (i) to the extent any and all interest or other returns earned by any Loan Party or any Subsidiary thereof

on the investment of such cash or Cash Equivalents in any such Customer Funds Account (“Investment Returns”) are withdrawn

from any Customer Funds Accounts, then such amounts shall be remitted to a Deposit Account that is held with MUFG or if with another Person

is subject to a Qualifying Control Agreement, (ii) Loan Parties shall ensure that all Investment Returns are withdrawn from any Customer

Funds Accounts on a monthly basis (or more frequently as Administrative Agent may

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direct following the occurrence and during the continuance of an Event of Default) and deposited by Loan Parties in a Deposit Account

that is held with MUFG or if with another Person is subject to a Qualifying Control Agreement, and (iii) Loan Parties shall ensure that

any actual and realized losses or deficits in any funds held on behalf of Customers in Customer Funds Accounts as a result of any investments

made by any Loan Party in such funds shall be replenished or replaced prior to the time at which any such funds are required to be disbursed

to, or an behalf of, any Customer or otherwise to a third party.

7.20        Outbound

Investment Rule.

The Borrower will not, and

will not permit any of its Subsidiaries to, (a) be or become a “covered foreign person”, as that term is defined in the

Outbound Investment Rules, or (b) engage, directly or indirectly, in (i) a “covered activity” or a “covered

transaction”, as each such term is defined in the Outbound Investment Rules, (ii) any activity or transaction that would constitute

a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules,

if the Borrower or such Subsidiary were a U.S. Person or (iii) any other activity that would cause Administrative Agent or any Lender

to be in violation of the Outbound Investment Rules or cause Administrative Agent or any Lender to be legally prohibited by the Outbound

Investment Rules from performing under this Agreement.

Article VIII

EVENTS

OF DEFAULT AND REMEDIES

8.01        Events

of Default.

Any of the following shall

constitute an event of default (each, an “Event of Default”):

(a)            Non-Payment.

The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan,

or (ii) within three (3) Business Days after the same becomes due, any amount of principal of any L/C Obligation or deposit

any funds as Cash Collateral in respect of L/C Obligations, or any interest on any Loan or on any L/C Obligation, or any fee due hereunder,

or (iii) within five (5) Business Days after the same becomes due, any other amount payable hereunder or under any other Loan

Document; or

(b)            Specific

Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01,

6.03(a), 6.05 (solely with respect to the existence of the Borrower in its jurisdiction of incorporation), 6.10,

6.11, 6.12, 6.17, Article VII or Article X; or

Defaults. 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 following the earlier of (i) any Responsible Officer’s knowledge thereof or (ii) receipt by the Borrower of written

notice thereof from the Administrative Agent or the Required Lenders; or

(d)            Representations

and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower

or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be

incorrect or misleading in any material respect when made or deemed made; or

(e)            Cross-Default.

(i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity,

required prepayment, acceleration, demand, or

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otherwise), after

giving effect to any applicable grace period, in respect of any Indebtedness or Guarantee of Indebtedness (in each case, other than Indebtedness

hereunder, Indebtedness under any Subordinated Debt Documents and Indebtedness under Swap Contracts) having an aggregate principal

amount (including undrawn committed or available amounts or amounts and including amounts owing to all creditors under any combined or

syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition

(after giving effect to any applicable grace periods) relating to any such Indebtedness or Guarantee or contained in any instrument or

agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause,

or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (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, such Indebtedness

to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase,

prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or Cash Collateral

in respect thereof to be demanded; provided, that this clause (e)(i)(B) shall not apply to (x) any condition giving

rise to any required repurchase, repayment, defeasance, redemption, conversion or settlement with respect to the Subordinated Debt Documents

pursuant to their terms unless such repurchase, repayment, defeasance, redemption, conversion or settlement results from a default, event

of default or other similar term thereunder or an event of the types that constitute an Event of Default, (y) any early payment

requirement or unwinding or termination with respect to any Swap Contract in accordance with the terms thereof where (I) neither

a Loan Party nor any Subsidiary thereof is a Defaulting Party (as defined in such Swap Contract) or an Affected Party (as so defined)

under such Swap Contract and (II) the event causing such early payment, unwinding or termination is not an event of the type that

would otherwise constitute an Event of Default, or (z) any secured Indebtedness that becomes due as a result of the sale, transfer

or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness

(to the extent such sale, transfer or other disposition is not prohibited under this Agreement) so long as such secured Indebtedness

is repaid in full substantially contemporaneously with such sale, transfer or other disposition; or (ii) there occurs under any

Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap

Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any

Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as

so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater

than the Threshold Amount; or

(f)            Insolvency

Proceedings, Etc. Any Loan Party or any other Material Subsidiary thereof 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, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its

property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application

or consent of such Person and the appointment continues undischarged or unstayed for forty-five (45) 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 Material Subsidiary thereof becomes unable or admits in writing its inability

or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process

is issued or

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levied against all or any material part

of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or

(h)            Judgments.

There is entered against any Loan Party or any Material Subsidiary thereof one or more final judgments or orders for the payment of money

in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent

third-party insurance as to which the insurer is rated at least “A” by A.M. Best, has been notified of the potential

claim and does not dispute coverage) and (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or

(B) there is a period of thirty (30) consecutive days during which such judgment is not satisfied, discharged or subject to a stay

of enforcement of such judgment, by reason of a pending appeal or otherwise; or

(i)             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 to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold

Amount, or (ii) the Borrower 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 Section 4201 of ERISA under a Multiemployer Plan in an aggregate

amount in excess of the Threshold Amount; or

(j)             Invalidity

of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than

as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations (other than contingent indemnification obligations)

arising under the Loan Documents, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner

the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or

obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or

it is or becomes unlawful for a Loan Party to perform any of its obligations under the Loan Documents; or

(k)            Collateral

Documents. Any Collateral Document after delivery thereof pursuant to the terms of the Loan Documents shall for any reason cease to

create a valid and perfected (if and to the extent required to be perfected under the applicable Collateral Document) first priority Lien

(subject to Permitted Liens) on the Collateral purported to be covered thereby (except (i) as a result of the release of a Loan Party

or the sale, transfer or other disposition to a Person that is not a Loan Party of the applicable Collateral, in each case, in a transaction

permitted under the Loan Documents or the occurrence of the Facility Termination Date or (ii) as a result of the action or inaction

of the Administrative Agent to maintain possession of any stock certificates, promissory notes or other instruments delivered to it under

the Collateral Documents), or any Loan Party shall assert the invalidity of such Liens; or

(l)             Change

of Control. There occurs any Change of Control; or

(m)           Invalidity,

Revocation, or Suspension of a Regulatory Required Permit. (i) The institution of any action or proceeding by any other Governmental

Authority to revoke, suspend, reject, withdraw, limit, or restrict any Regulatory Required Permit held by any Loan Party, its Subsidiaries

or any representative of Borrower or its Subsidiaries, which, in each case or in the aggregate, has or could reasonably be expected to

result in a Material Adverse Effect, (ii) the loss, revocation, or suspension of any Regulatory Required Permit in a state or states

that, as of the applicable date of determination, individually or collectively account for more than ten percent (10%) of the revenue

of the Loan Parties and their consolidated Subsidiaries, as determined in

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accordance with GAAP as of such date

of determination, or (iii) the commencement of any enforcement action against any Loan Party, its Subsidiaries or any representative

of any Loan Party or its Subsidiaries (with respect to the business of any Loan Party or its Subsidiaries) by any Governmental Authority

which has resulted or could reasonably be expected to result in a Material Adverse Effect; or

(n)            Subordination.

(i) Any of the subordination, standstill, payover and insolvency related provisions of any of the Subordinated Debt Documents (the

“Subordinated Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally

valid, binding and enforceable against any holder of the applicable Subordinated Debt or (ii) the Borrower or any other Loan Party

shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordinated

Provisions, (B) that the Subordinated Provisions exist for the benefit of the Administrative Agent and the Secured Parties or (C) that

all payments of principal of or premium and interest on the applicable Subordinated Debt or realized from the liquidation of any property

of any Loan Party, shall be subject to any of the Subordinated Provisions; or

(o)            Benefits

Administration. (i) Any Loan Party or any Subsidiary thereof that acts as a fiduciary with respect to any Client Plan breaches

any fiduciary duty under ERISA or engages in any prohibited transaction under Section 4975 of the Code, in each case, that results

or could reasonably be expected to result in liability in excess of the Threshold Amount, (ii) the Department of Labor, the Internal

Revenue Service, or any other Governmental Authority institutes any enforcement action against any Loan Party or any Subsidiary thereof

with respect to any Client Plan that could reasonably be expected to result in material fines, penalties, or sanctions or a Material Adverse

Effect, or (iii) any Loan Party or any Subsidiary thereof fails to maintain required fidelity bonds or insurance coverage with respect

to the provision of Benefits Administration Services and such failure continues for thirty (30) days after notice thereof from the Administrative

Agent; or

(p)            Material

Cybersecurity Incident. A Material Cybersecurity Incident occurs and (i) results in liability, costs, or expenses to the Loan

Parties and their Subsidiaries in excess of $5,000,000 in the aggregate (to the extent not covered by independent third-party insurance

as to which the insurer is rated at least “A” by A.M. Best, has been notified of the potential claim and does not dispute

coverage), (ii) is not remediated or contained within sixty (60) days after discovery thereof, (iii) results in the termination

or material modification of any Material Agreement by a counterparty thereto as a direct result of such incident, or (iv) results

in the imposition of material fines, penalties, or sanctions by any Governmental Authority.

Without limiting the provisions

of Article IX, if a Default shall have occurred under the Loan Documents, then such Default will continue to exist until it

either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived by Administrative

Agent (with the approval of requisite Appropriate Lenders (in their sole discretion)) as determined in accordance with Section 11.01;

and once an Event of Default occurs under the Loan Documents, then such Event of Default will continue to exist until it is expressly

waived by the requisite Appropriate Lenders or by the Administrative Agent with the approval of the requisite Appropriate Lenders, as

required hereunder in Section 11.01.

8.02         Remedies

upon Event of Default.

If any Event of Default occurs

and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all

of the following actions:

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(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 Borrower;

that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and

(d)            exercise

on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the

Loan Documents or Applicable Law or equity;

provided that upon the occurrence of an

event described in Section 8.01(f) with respect to the Borrower, the Commitment 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 Borrower to

Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative

Agent or any Lender.

8.03        Application

of Funds.

(a)            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 as set forth in the proviso to Section 8.02)

or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Secured Obligations then

due hereunder, any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and

2.15, be applied by the Administrative Agent in the following order:

First,

to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges

and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative

Agent in its capacity as such;

Second,

to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest

and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective

Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer)) arising

under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts

described in this Second clause payable to them;

Third,

to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans,

L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion

to the respective amounts described in this Third clause payable to them;

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Fourth,

to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations

then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the to the Administrative Agent for the account

of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit

to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably

among the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective

amounts described in this Fourth clause held by them; and

Last,

the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required

by Law.

(b)            Subject

to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit

pursuant to the Fourth clause 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 Secured Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any

Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect

to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section 8.03.

the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from

the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting

documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each

Cash Management Bank or 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

for itself and its Affiliates as if a “Lender” party hereto.

Article IX

ADMINISTRATIVE

AGENT

9.01         Appointment

and Authority.

(a)            Appointment.

Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes MUFG to act on its behalf as the Administrative

Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise

such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are

reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent, the

Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of

such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any

other similar term) with reference to the Administrative 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 as a matter of market custom, and is intended

to create or reflect only an administrative relationship between contracting parties. In addition, to the extent required under the laws

of any jurisdiction

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other than the United States of America,

each of the Lenders and Secured Parties hereby grants to the Administrative Agent any required powers of attorney to execute any Collateral

Document or other Loan Document governed by the laws of such jurisdiction on such Lender’s or Secured Party’s behalf.

(b)            Collateral

Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders

(including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints

and authorizes the Administrative Agent to act as the agent of such Lender and the 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 Secured Obligations, together with such powers

and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and

any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 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 Administrative Agent, shall be entitled to the benefits of all provisions of

this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and

attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

9.02        Rights

as a Lender.

The Person serving as the

Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise

the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise

expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its

individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor

or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business

with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without

any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto.

9.03        Exculpatory

Provisions.

(a)            The

Administrative Agent or the Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein

and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing,

the Administrative Agent or the Arranger, as applicable, and its Related Parties:

(i)            shall

not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)           shall

not 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 the Administrative 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 the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,

may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance

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doubt any action that may be in violation

of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting

Lender in violation of any Debtor Relief Law; and

(iii)          shall

not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or the L/C Issuer

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 Affiliates that is communicated to, or in the possession of, the Administrative Agent, Arranger

or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to

the Lenders by the Administrative Agent herein.

(b)            Neither

the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent

under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with

the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as

the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01

and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction

by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice

describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.

the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person 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 the creation, perfection or priority of any Lien purported

to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) 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.

9.04        Reliance

by Administrative Agent.

The Administrative Agent shall

be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request,

certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet

or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated

by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to

have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In

determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter

of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume

that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the

contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative

Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and

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other experts selected by it, and shall not be

liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 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 objections.

9.05        Delegation

of Duties.

The Administrative Agent may

perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one

or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its

duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article IX

shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their

respective activities in connection with the syndication of the Facilities as well as activities as Administrative Agent. The Administrative

Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction

determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the

selection of such sub-agents.

9.06        Resignation

of Administrative Agent.

(a)            Notice.

The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt

of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to 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. If no

such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after

the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the

“Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on

behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided

that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such

resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)            Effect

of Resignation or Removal. With effect from the Resignation Effective Date (i) the retiring Administrative Agent shall be discharged

from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held

by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent

shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except

for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations

provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly,

until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of

a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights,

powers, privileges and duties of the retiring Administrative Agent (other than as provided in Section 3.01(g) and other

than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the Resignation Effective Date),

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and the retiring Administrative Agent

shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom

as provided above in this Section 9.06). The fees payable by the Borrower to a successor Administrative Agent shall be the

same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative

Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 11.04

shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in

respect of any actions taken or omitted to be taken by any of them (A) while the retiring Administrative Agent was acting as Administrative

Agent and (B) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the

other Loan Documents, including, without limitation, (1) acting as collateral agent or otherwise holding any collateral security

on behalf of any of the Secured Parties and (2) in respect of any actions taken in connection with transferring the agency to any

successor Administrative Agent.

Issuer and Swingline Lender. Any resignation or removal by MUFG as Administrative Agent pursuant to this Section 9.06

shall also constitute its resignation as L/C Issuer and Swingline Lender. If MUFG resigns as the L/C Issuer, it shall retain all the rights,

powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of

its resignation as the L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base

Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If MUFG resigns as Swingline Lender,

it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding

as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations

in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer

or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor

shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender,

as applicable, (ii) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations

hereunder or under the other Loan Documents, and (iii) 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 MUFG to effectively

assume the obligations of MUFG with respect to such Letters of Credit.

9.07         Non-Reliance

on Administrative Agent, the Arranger and the Other Lenders.

Each Lender and the L/C Issuer

expressly acknowledges that none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that

no act by the Administrative Agent or the Arranger 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 the Administrative

Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have

disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the

Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent, the Arranger, any

other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit

analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness

of the Loan Parties and their 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 the Borrower hereunder. Each Lender and the L/C

Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger, any other Lender

or any of their Related

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Parties and based on such documents and information

as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking

action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder,

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 Loan Parties. Each Lender and the L/C Issuer represents and warrants that (i) the

Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial

loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding

commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose

of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert

a claim in contravention of the foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect

to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such

Lender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such

commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing

such other facilities.

9.08         No

Other Duties, Etc.

Anything herein to the contrary

notwithstanding, none of the titles listed on the cover page hereof shall have any powers, duties or responsibilities under this

Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Arranger, a Lender

or the L/C Issuer hereunder.

9.09         Administrative

Agent May File Proofs of Claim; Credit Bidding.

(a)            In

case of the pendency of any proceeding under any Debtor Relief Law or any 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 Borrower) shall be entitled and empowered,

by intervention in such proceeding or otherwise:

(i)            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 Secured 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 Sections 2.03(h) and (i), 2.09,

2.10(b) and 11.04) allowed in such judicial proceeding; and

(ii)           to

collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, 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 and the L/C Issuer, to pay to the

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Administrative Agent any amount due

for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any

other amounts due the Administrative Agent under Sections 2.09, 2.10(b) and 11.04.

(b)            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 Secured Obligations or the rights

of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer

or in any such proceeding.

Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or

any portion of the Secured 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 (i) 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, (ii) 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 Secured Obligations owed to the Secured

Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Secured 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 (A) the Administrative Agent shall be authorized to form one or more acquisition

vehicles to make a bid, (B) 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 Section 11.01),

and (C) to the extent that Secured 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 Secured Obligations assigned to the acquisition vehicle

exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Secured 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 Secured 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.

9.10        Collateral

and Guaranty Matters.

(a)            Each

of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably

authorize the Administrative Agent,

(i)            to

release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon the Facility Termination

Date,

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(B) that is sold or otherwise disposed

of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under

any other Loan Document, or (C) if approved, authorized or ratified in writing by the requisite Lenders in accordance with Section 11.01;

(ii)            to

subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien

on such property that is permitted by Section 7.01(i) (as such section is in effect on the Closing Date); and

(iii)           to

release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted

under the Loan Documents.

(b)            Upon

request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative 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 9.10. In each case as specified in this Section 9.10, the Administrative

Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably

request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents

or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance

with the terms of the Loan Documents and this Section 9.10.

Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding

the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien

thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable

to the Lenders for any failure to monitor or maintain any portion of the Collateral.

9.11        Secured

Cash Management Agreements and Secured Hedge Agreements.

Except as otherwise expressly

set forth herein or in the Guaranty or any Collateral Document, no Cash Management Bank or Hedge Bank that obtains the benefit of the

provisions of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or 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) (or to notice of or to consent to any amendment,

waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender

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, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to

the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured

Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management

Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory

arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements

in the case of a Facility Termination Date.

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9.12            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 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, or

(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.

(b)            In

addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender, 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 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).

9.13        Recovery

of Erroneous Payments.

(a)            If

the Administrative Agent notifies a Lender, L/C Issuer or other Secured Party, or any Person who has received funds on behalf of a Lender,

L/C Issuer or other Secured Party (any

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such Lender, L/C Issuer, Secured Party

or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether

or not after receipt of any notice under clause (b) of this Section) that any funds received by such Payment Recipient from

the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by,

such Payment Recipient (whether or not known to such Lender, L/C Issuer, Secured Party or other Payment Recipient on its behalf) (any

such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually

and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof),

such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient

and held in trust for the benefit of the Administrative Agent, and such Lender, L/C Issuer or Secured Party shall (or, with respect to

any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than

two (2) Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof)

as to which such a demand was made, in immediately available funds, together with interest thereon 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 immediately available 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. 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 hereby further 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 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, (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), or (z) that such Payment Recipient otherwise becomes aware was transmitted, or received, in error

or by mistake (in whole or in part) in each case:

(i)            (A) in

the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written

confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause

(z)), in each case, with respect to such payment, prepayment or repayment; and

(ii)            such

Payment Recipient shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events,

within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or

repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this clause (b) of

Section 9.13.

Lender, L/C Issuer or other Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at

any time owing to such Lender, L/C Issuer or other Secured Party under any Loan Document, or otherwise payable or distributable by the

Administrative Agent to such Lender, L/C Issuer or other Secured Party under any Loan Document, against any amount due to the Administrative

Agent under clause (a) of Section 9.13 or under the indemnification provisions of this Agreement.

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(d)            In

the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor

by the Administrative Agent in accordance with clause (a) of this Section, from any Lender or L/C Issuer that has received

such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof)

on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative

Agent’s notice to such Lender or L/C Issuer at any time, (i) such Lender or L/C Issuer shall be deemed to have assigned its

Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”)

in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment

of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”)

at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is

hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement

incorporating an Assignment and Assumption by reference pursuant to the Platform as to which the Administrative Agent and such parties

are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or L/C Issuer shall deliver any Notes

evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be

deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the

assignee Lender shall become a Lender or L/C Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment

and the assigning Lender or assigning L/C Issuer shall cease to be a Lender or L/C Issuer, as applicable, hereunder with respect to such

Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of

this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning L/C Issuer and (iv) the

Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment.

The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon

receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or L/C Issuer shall be reduced

by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies

and claims against such Lender or L/C Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance

of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or L/C Issuer and such Commitments shall

remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that

the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective

of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the

rights and interests of the applicable Lender, L/C Issuer or other Secured Party under the Loan Documents with respect to each Erroneous

Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e)            The

parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the

Borrower or any other Loan Party, except, in each case, to the extent 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 the Borrower or any other Loan Party for

the purpose of making such Erroneous Payment.

(f)            To

the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,

and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or

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counterclaim by the Administrative Agent

for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value”

or any similar doctrine.

(g)            Each

party’s obligations, agreements and waivers under this Section 9.13 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 Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Article X

CONTINUING

GUARANTY

10.01      Guaranty.

(a)            Each

Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and

performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon

acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the

proviso in this sentence, its “Guaranteed Obligations”); provided that (i) the Guaranteed Obligations

of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (ii) the liability of each Guarantor

individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its

obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions

of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness,

obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed

or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s

books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding

upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be

affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing

any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor,

or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the

Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter

acquire in any way relating to any or all of the foregoing.

(b)            If

any or all of the Guaranteed Obligations are not duly paid by the Borrower and are not recoverable under Section 10.01(a) or

the Lender Parties are not indemnified under Section 10.01(b), in each case, for any reason whatsoever, then such Guaranteed

Obligations will, as a separate and distinct obligation, be recoverable from each Guarantor as primary obligor.

10.02      Rights

of Lenders.

Each Guarantor consents and

agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability

or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for

payment or

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the terms of the Secured Obligations or any part

thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment

of this Guaranty or any Secured Obligations; (c) apply such security and direct the order or manner of sale thereof as the Administrative

Agent, the L/C Issuer and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers

or other guarantors of any of the Secured Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the

taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty

or which, but for this provision, might operate as a discharge of such Guarantor.

10.03      Certain

Waivers.

Each Guarantor waives (a) any

defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever

(including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based

on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party;

against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other

remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter

held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived

from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all

setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests,

notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured

Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.

10.04      Obligations

Independent.

The obligations of each Guarantor

hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations and the obligations of

any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower

or any other person or entity is joined as a party.

10.05      Subrogation.

No Guarantor shall exercise

any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty

until all of the Secured Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full (other

than contingent indemnification obligations) and the Commitments and Facilities are terminated. If any amounts are paid to a Guarantor

in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith

be paid to the Secured Parties to reduce the amount of the Secured Obligations, whether matured or unmatured.

10.06      Termination;

Reinstatement.

This Guaranty is a continuing

and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility

Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may

be, if any payment by or on behalf of the Borrower or a Guarantor is made, or any of the Secured Parties exercises its right of setoff,

in respect of the Secured Obligations and such payment or the proceeds of such setoff or

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any part thereof is subsequently invalidated,

declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured

Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor

Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties

are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The

obligations of each Guarantor under this Section 10.06 shall survive termination of this Guaranty.

10.07      Stay

of Acceleration.

If acceleration of the time

for payment of any of the Secured Obligations is stayed, in connection with any case commenced by or against a Guarantor or the Borrower

under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and severally, immediately

upon demand by the Secured Parties.

10.08      Condition

of Borrower.

Each Guarantor acknowledges

and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such

information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor

requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to

disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each

Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to

provide the same).

10.09      Appointment

of Borrower.

Each of the Loan Parties hereby

appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic

platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations

on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all

of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative

Agent, L/C Issuer or a Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C

Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower

on behalf of each of the Loan Parties.

10.10      Right

of Contribution.

The Guarantors agree among

themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors

as permitted under Applicable Law.

10.11      Keepwell.

Each Loan Party that is a

Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan

Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably

undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by

such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation

(but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s

obligations

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and undertakings under this Article X

voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations

and undertakings of each Qualified ECP Guarantor under this Section 10.11 shall remain in full force and effect until the

Secured Obligations have been indefeasibly paid and performed in full (other than contingent indemnification obligations). Each Loan Party

intends this Section 10.11 to constitute, and this Section 10.11 shall be deemed to constitute, a guarantee of

the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes

of the Commodity Exchange Act.

Article XI

MISCELLANEOUS

11.01      Amendments,

Etc.

(a)            Subject

to Section 3.03 and the last paragraph of this Section 11.01, no amendment or waiver of any provision of this

Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective

unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower

or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, 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:

(i)            waive

any condition set forth in Section 4.01, or, in the case of the initial Credit Extension, Section 4.02, without

the written consent of each Lender;

(ii)           extend

or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written

consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any

Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);

(iii)          postpone

any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest,

fees or other amounts due to the Lenders (or any of them) or reduce the amount of, waive or excuse any such payment hereunder or under

such other Loan Document without the written consent of each Lender entitled to such payment;

(iv)          reduce

the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (D) of the

second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document, without

the written consent of each Lender entitled to such amount; provided that only the consent of the Required Lenders shall be necessary

(i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of

Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the

effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(v)           change

(i) Section 8.03 or Section 2.13 in a manner that would have the effect of altering the ratable reduction

of Commitments, pro rata payments or pro rata sharing of payments (or, in the case of Section 8.03, the order of application

of payments)

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required hereunder without the written

consent of each Lender, (ii) Section 2.12(f) in a manner that would alter the pro rata application required thereby

without the written consent of each Lender directly affected thereby, (iii) subordinate, or have the effect of subordinating, the

Obligations hereunder to any other Indebtedness or other obligation, in each case, without the written consent of each Lender or (iv) subordinate

or have the effect of subordinating, the Liens granted under the Loan Documents to any other Liens without the written consent of each

Lender;

(vi)          change

any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision of any Loan

Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder

or make any determination or grant any consent hereunder, without the written consent of each Lender;

(vii)         release

all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(viii)        subordinate,

or have the effect of subordinating the Liens securing the Collateral or the Obligations, without the written consent of each Lender;

(ix)          release,

or have the effect of releasing, all or substantially all of the value of the Guaranty, without the written consent of each Lender, except

to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release

may be made by the Administrative Agent acting alone);

(x)           release

the Borrower (from its obligations as a Borrower or as a Guarantor hereunder);

and provided further that (A) no

amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the

rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued

by it; (B) 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; (C) 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 the

Administrative Agent under this Agreement or any other Loan Document; (D) the Fee Letter may be amended, or rights or privileges

thereunder waived, in a writing executed only by the parties thereto; and (E) the term L/C Commitment may be amended pursuant to

a fully executed (and delivered to the Administrative Agent) Notice of Additional L/C Issuer.

(b)            Notwithstanding

anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or

consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender,

or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting

Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender

and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each

affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected

Lenders shall require the consent of such Defaulting Lender; (ii) each Lender is entitled to vote as such Lender sees fit on any

bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the

146

provisions of Section 1126(c) of

the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders

shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and

such determination shall be binding on all of the Lenders.

anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of

the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a

party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no

other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it

or accrued for its account under this Agreement.

(d)            Notwithstanding

any provision herein to the contrary, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake,

typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits

thereto), then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such

ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action

or consent of any other party to this Agreement.

11.02      Notices;

Effectiveness; Electronic Communications.

(a)            Notices

Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided

in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered

by hand or overnight courier service, mailed by certified or registered mail or sent by fax transmission or e-mail transmission as follows,

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 Borrower or any other Loan Party, the Administrative Agent, the L/C Issuer or the Swingline Lender, to the address, fax number,

e-mail address or telephone number specified for such Person on Schedule 1.01(a); and

(ii)           if

to any other Lender, to the address, fax number, e-mail address or telephone number specified in its Administrative Questionnaire (including,

as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the

delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other

communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given

when received; notices and other communications sent by fax transmission shall be deemed to have been given when sent (except that, if

not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business

Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in clause

(b) below shall be effective as provided in such clause (b).

(b)            Electronic

Communications.

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(i)            Notices

and other communications to the Administrative Agent, the Lenders, the Swingline Lender and the L/C Issuer hereunder may be delivered

or furnished by electronic communication (including e-mail, FPML messaging, and Internet or intranet websites) pursuant to an electronic

communications agreement (or such other procedures approved by the Administrative Agent in its sole discretion); provided that

the foregoing shall not apply to notices to any Lender, the Swingline Lender or the L/C Issuer pursuant to Article II if such

Lender, the Swingline Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving

notices under such Article II by electronic communication. The Administrative Agent, the Swingline Lender, the L/C Issuer

or the Borrower may each, in its 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.

(ii)           Unless

the Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received

upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested”

function, as available, return e-mail or other written acknowledgement) and (B) notices and other communications posted to an Internet

or intranet website shall be deemed received by the intended recipient 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 address or other written

acknowledgement) indicating that such notice or communication is available and identifying the website address therefor; provided

that for both clauses (A) and (B), if such notice or other communication is not sent during the normal business hours

of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business

Day for the recipient.

Platform. 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 Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the

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 Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or

notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.

(d)            Change

of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender may change its address, fax

number or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. Each

other Lender may change its address, fax number or telephone number or e-mail address for notices and other communications hereunder by

notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender. In addition, each Lender agrees to notify the

Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an

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effective address, contact name, telephone

number, fax number and e-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 (1) individual at or on behalf of such Public Lender to

at all times have selected the “Private Side Information” 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 Borrower or its securities for purposes of United States federal or state securities laws.

(e)            Reliance

by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely

and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices, Letter of Credit Applications,

Notice of Loan Prepayment and Swingline Loan Notices) purportedly given by or on behalf of any Loan Party 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 Loan Parties shall indemnify

the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities

resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party. All telephonic notices to

and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties

hereto hereby consents to such recording.

11.03      No

Waiver; Cumulative Remedies; Enforcement.

(a)            No

failure by any Lender, the 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 or under any other Loan Document 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.

(b)            Notwithstanding

anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under

the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law

in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02

for the benefit of all the Lenders and the L/C Issuer; provided that the foregoing shall not prohibit (a) the Administrative

Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent)

hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swingline Lender from exercising the rights and remedies

that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other

Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of

Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during

the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided further that if at any time there

is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have

the rights otherwise ascribed to the Administrative Agent pursuant to

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Section 8.02 and (ii) in

addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13,

any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required

Lenders.

11.04      Expenses;

Indemnity; Damage Waiver.

(a)            Costs

and Expenses. The Loan Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative

Agent and its Affiliates (including, without limitation, (A) the reasonable and documented out-of-pocket fees, charges and disbursements

of one principal outside counsel (as well as one local counsel for any applicable jurisdiction) for the Administrative Agent and its Affiliates,

taken as a whole (and, in the case of an actual or perceived conflict of interest where the affected party informs Borrower of such conflict

and thereafter retains its own counsel, of one additional firm of counsel for all such affected parties), and (B) due diligence expenses),

in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and

administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or

thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented

out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, extension, reinstatement or renewal of any

Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by

the Administrative Agent, any Lender or the L/C Issuer (including the reasonable and documented out-of-pocket fees, charges and disbursements

of one principal outside counsel (as well as one local counsel for any applicable jurisdiction) for the Administrative Agent, Lenders

and the L/C Issuer, taken as a whole (and, in the case of an actual or perceived conflict of interest where the affected party informs

Borrower of such conflict and thereafter retains its own counsel, of one additional firm of counsel for all such affected parties)), in

connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including

its rights under this Section 11.04, or (B) in connection with Loans made or Letters of Credit issued hereunder, including

all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such

Loans or Letters of Credit.

(b)            Indemnification

by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C

Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)

against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the

reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee, but limited to the fees, disbursements

and other charges of one principal counsel, and, if necessary, of one local counsel in each appropriate jurisdiction, in each case, for

all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs

the Borrower of such conflict and thereafter retains its own counsel, one additional counsel for all such affected Indemnitees)), incurred

by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of, in

connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument

contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an

Electronic Signature, or in the form of an Electronic Record, the performance by the parties hereto of their respective obligations hereunder

or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and

any sub-agent thereof)) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in

respect of any matters addressed in

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Section 3.01), (ii) any

Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the 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), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned, leased

or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its

Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,

whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and

regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available

to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction

by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result

from a claim not involving an act or omission of the Borrower and that is brought by an Indemnitee against another Indemnitee (other than

against the Arranger, the Administrative Agent, the L/C Issuer or the Swingline Lender in their capacities as such). Without limiting

the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than

any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of

this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline

Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent),

the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the

time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure

at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to

be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed

expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or

related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer

or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent

(or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under

this clause (c) are subject to the provisions of Section 2.12(d).

(d)            Waiver

of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, no party hereto shall assert, and each party hereto

hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special,

indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result

of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or

thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above

shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such

unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection

with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

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(e)            Payments.

All amounts due under this Section 11.04 shall be payable not later than ten (10) Business Days after demand therefor.

(f)             Survival.

The agreements in this Section 11.04 and the indemnity provisions of Section 11.02(e) shall survive the resignation

of the Administrative Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate

Commitments and the repayment, satisfaction or discharge of all the other Obligations.

11.05      Payments

Set Aside.

To the extent that any payment

by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative 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 the

Administrative 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 (without duplication) of any amount so recovered from or repaid by the Administrative 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 from time to time in effect,

in the applicable currency of such recovery of payment. 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.

11.06      Successors

and Assigns.

(a)            Successors

and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit

of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither the Borrower nor any other

Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative

Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an

assignee in accordance with the provisions of Section 11.06(b), (ii) by way of participation in accordance with the provisions

of Section 11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.06(e) (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 11.06(d) and, to the extent expressly contemplated hereby, the Related

Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by

reason of this Agreement.

(b)            Assignments

by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement

and the other Loan Documents (including all or a portion of its Commitment(s) and the Loans (including for purposes of this clause (b),

participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that (in each case with respect to

any Facility) any such assignment shall be subject to the following conditions:

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(i)            Minimum

Amounts.

(A)            in

the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and/or the Loans

at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined

after giving effect to such assignments) that equal at least the amount specified in clause (b)(i)(B) of this Section 11.06

in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be

assigned; and

(B)            in

any case not described in clause (b)(i)(A) of this Section 11.06, the aggregate amount of the Commitment (which

for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance

of the 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 or, if “Trade Date” is specified in the Assignment and Assumption,

as of the Trade Date, shall not be less than $5,000,000 in the case of any assignment in respect of the Revolving Facility or $5,000,000,

in the case of any assignment in respect of the Term Facility, unless each of the Administrative Agent and, so long as no Event of Default

has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii)           Proportionate

Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights

and obligations under this Agreement and the other Loan Documents with respect to the Loans and/or the Commitment assigned, except that

this clause (b)(ii) shall not apply to the Swingline Lender’s rights and obligations in respect of Swingline Loans.

(iii)          Required

Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section 11.06

and, in addition:

(A)            the

consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default

has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or

an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto

by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and provided further that the Borrower’s consent shall not be required during the primary syndication of the Facilities;

(B)            the

consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect

of (1) any unfunded DD Term Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender with a

Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any

Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

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consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of the Revolving Facility to a Person

that is not a Lender with a Revolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender.

(iv)          Assignment

and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,

together with a processing and recordation fee in the amount 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. The assignee, if it is not a Lender, shall

deliver to the Administrative Agent an Administrative Questionnaire.

(v)           No

Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates

or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would

constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or a holding company, investment

vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural Persons).

(vi)          Certain

Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment

shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall

make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate

(which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including

funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but

not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay

and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender

hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations

in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that

any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance

with the provisions of this clause (b)(vi), then the assignee of such interest shall be deemed to be a Defaulting Lender for all

purposes of this Agreement until such compliance occurs.

(vii)            Subject

to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), from and after the effective

date specified in each Assignment and Assumption, the 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 of Sections 3.01,

3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment);

provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will

constitute a waiver or release of any claim of any party hereunder arising from that

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Lender’s having been a Defaulting

Lender; provided further that the assignee thereunder shall not be entitled to receive any greater payment under Sections 3.01

or 3.04, with respect to the interest assigned by such Assignment and Assumption, than the assigning Lender would have been entitled

to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after such assignment.

Upon request, the Borrower (at its 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 (b) 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 11.06(d).

The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for Tax

purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the

equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments

of, and principal amounts (and interest amounts) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from

time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the

Borrower, the Administrative Agent 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. The Register shall be available for inspection by the Borrower and any

Lender (with respect to such Lender’s interest only), at any reasonable time and from time to time upon reasonable prior notice.

(d)            Participations.

(i)            Any

Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person

(other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of

one or more natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (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 Borrower, the Administrative Agent, the Lenders

and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations

under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without

regard to the existence of any participations.

(ii)            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 to approve any amendment, modification or waiver of any provision of this Agreement; 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 the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that

each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and

limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required

155

under Section 3.01(e) shall

be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment

pursuant to clause (b) of this Section 11.06; provided that such Participant (A) shall be subject

to the provisions of Sections 3.06 and 11.13 as if it were an assignee under clause (b) of this Section 11.06

and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation,

than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement

to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each

Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the

Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each

Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such

Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall,

acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of

each Participant and the principal amounts (and interest amounts) of each Participant’s interest in the Loans or other obligations

under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation

to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a

Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person

except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is

in registered form under Section 5f.103–1(c) of the United States Treasury Regulations (or any successor provision thereof).

The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name

is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice

to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility

for maintaining a Participant Register.

(e)            Certain

Pledges. 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 or Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations

to a Federal Reserve 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.

(f)             Resignation

as L/C Issuer or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time MUFG

assigns all of its Revolving Commitment and Revolving Loans pursuant to clause (b) above, MUFG may, (i) upon thirty

(30) days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30)

days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as L/C Issuer or Swingline Lender,

the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided

that no failure by the Borrower to appoint any such successor shall affect the resignation of MUFG as L/C Issuer or Swingline Lender,

as the case may be. If MUFG resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder

with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with

respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts

pursuant to Section 2.03(c)). If MUFG resigns as

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Swingline Lender, it shall retain all

the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective

date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding

Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (A) such

successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline

Lender, as the case may be, 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 MUFG to effectively assume the obligations

of MUFG with respect to such Letters of Credit.

11.07      Treatment

of Certain Information; Confidentiality.

(a)            Treatment

of Certain Information. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of

the Information (as defined below), except that Information may be disclosed (i) to its Affiliates, its auditors and its Related

Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information

and instructed to keep such Information confidential), (ii) to the extent required or requested by any regulatory authority purporting

to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association

of Insurance Commissioners), (iii) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process

(in which case the Administrative Agent, such Lender or the L/C Issuer, as applicable, shall use commercially reasonable efforts to, except

with respect to any audit or examination conducted by bank accountants or any Governmental Authority exercising examination or regulatory

authority, promptly notify the Borrower, in advance, to the extent practicable and permitted by Applicable Law), (iv) to any other

party hereto, (v) 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, (vi) subject to an agreement

containing provisions substantially the same as those of this Section 11.07, to (A) any assignee of or Participant in,

or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited

to be a Lender pursuant to Section 2.16(c) or (B) any actual or prospective party (or its Related Parties) to any

swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement

or payments hereunder, (vii) on a confidential basis to (A) any rating agency in connection with rating the Borrower or its

Subsidiaries or the credit facilities provided hereunder or (B) the provider of any Platform or other electronic delivery service

used by the Administrative Agent, the L/C Issuer and/or the Swingline Lender to deliver Borrower Materials or notices to the Lenders or

(viii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of

CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, or (ix) with the consent of the

Borrower or to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07,

(xi) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential

basis from a source other than the Borrower or (xii) is independently discovered or developed by a party hereto without utilizing

any Information received from the Borrower or violating the terms of this Section 11.07. For purposes of this Section 11.07,

“Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or

any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any

Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary. Any Person required to maintain

the confidentiality of Information as provided in this Section 11.07 shall be considered to have complied with its obligation

to do so if such Person has exercised the same degree of care to

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maintain the confidentiality of such

Information as such Person would accord to its own confidential information. In addition, the Administrative Agent 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 Administrative Agent and the Lenders in connection with the administration of this Agreement,

the other Loan Documents and the Commitments.

(b)            Non-Public

Information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (i) the Information may include

material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (ii) it has developed compliance procedures

regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance

with Applicable Law, including United States federal and state securities Laws.

Advertising and Marketing Material. The Loan Parties consent to the publication by the Administrative Agent and any Lender of customary

advertising material relating to the transactions contemplated hereby using the name, product photographs, logo and/or trademark of the

Loan Parties and the circulation of similar promotional materials, on and following the Closing Date in the form of a “tombstone”

or otherwise, containing information customarily included in such advertisements and materials consisting of (i) the names of the

Loan Parties and their Affiliates (or any of them), (ii) the titles and roles in connection with the transactions hereunder and (iii) the

amount, type and closing date of the Commitments and the Loans.

For the avoidance of doubt, nothing

in this Section or otherwise in any Loan Document prohibits any individual from communicating or disclosing information regarding

suspected violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority without any notification

to any person.

11.08      Right

of Setoff.

If an Event of Default shall

have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time

and from time to time, 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, in whatever currency) at any time held and other obligations (in whatever currency) at any time

owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party

against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other

Loan Document to such Lender, the L/C Issuer or such Affiliates, irrespective of whether or not such Lender, the L/C Issuer or Affiliate

shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan

Party may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer

different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event

that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to

the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment,

shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent,

the L/C Issuer and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing

in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights

of each Lender, the L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and

remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have under Applicable

Law. Each Lender and the L/C Issuer agrees to notify

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the Borrower and the Administrative Agent promptly

after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and

application.

11.09      Interest

Rate Limitation.

Notwithstanding anything to

the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum

rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”). If the Administrative Agent

or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal

of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged,

or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable Law,

(a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary

prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of

interest throughout the contemplated term of the Obligations hereunder.

11.10      Integration;

Effectiveness.

This Agreement, the other

Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer, constitute

the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,

oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective

when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof

that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to

the benefit of the parties hereto and their respective successor and assigns.

11.11      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 the

Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf

and notwithstanding that the Administrative 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 Obligation hereunder shall remain unpaid or unsatisfied

or any Letter of Credit shall remain outstanding.

11.12      Severability.

If any provision of this Agreement

or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the

remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties

shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic

effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision

in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the

foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement

relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C

Issuer or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

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11.13      Replacement

of Lenders.

(a)            If

the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting

Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender

as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require

such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required

by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01

and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations

(which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i)            the

Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);

(ii)           such

Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest

thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05)

from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other

amounts);

(iii)          in

the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made

pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)          such

assignment does not conflict with Applicable Laws; and

(v)           in

the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the

applicable amendment, waiver or consent.

(b)            A

Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,

the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

party hereto agrees that (i) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment

and Assumption executed by the Borrower, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment

need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms

thereof; provided that following the effectiveness of any such assignment, the other parties to such assignment agree to execute

and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided further

that any such documents shall be without recourse to or warranty by the parties thereto.

(d)            Notwithstanding

anything in this Section 11.13 to the contrary, (A) the Lender that acts as the L/C Issuer may not be replaced hereunder

at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing

of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to the L/C Issuer or the

depositing of Cash Collateral into a Cash Collateral account in

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amounts and pursuant to arrangements

reasonably satisfactory to the L/C Issuer) have been made with respect to such outstanding Letter of Credit and (B) the Lender that

acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

11.14      Governing

Law; Jurisdiction; Etc.

(a)            GOVERNING

LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS,

CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT

OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY

AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)            SUBMISSION

TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION,

LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE

ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER

LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING

IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF,

AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN

RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST

EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION,

LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER

PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER

OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST

THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING

TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (b) OF THIS SECTION 11.14.

THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE

DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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(d)            SERVICE

OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.

NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15      Waiver

of Jury Trial.

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 11.15.

11.16      Subordination.

Each Loan Party (a “Subordinating

Loan Party”) hereby subordinates the payment of all obligations and indebtedness of any other Subsidiary owing to it, whether

now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan

Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under this Guaranty, to the

indefeasible payment in full in cash of all Obligations. If the Secured Parties so request, any such obligation or indebtedness of any

such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee

for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Secured Obligations, but

without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without limitation of

the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to Intercompany

Debt; provided that in the event that any Loan Party receives any payment of any Intercompany Debt at a time when such payment

is prohibited by this Section 11.16, such payment shall be held by such Loan Party, in trust for the benefit of, and shall

be paid forthwith over and delivered, upon written request, to the Administrative Agent.

11.17      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), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding,

that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and

the Lenders and their respective Affiliates are arm’s-length commercial transactions between the Borrower, each other Loan Party

and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lenders and their respective Affiliates,

on the other hand, (ii) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax

advisors to the extent it has deemed appropriate, and (iii) the Borrower and each other Loan Party is capable of evaluating, and

understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the

Administrative Agent, the Arranger and each Lender

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and each of their respective Affiliates 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 the Borrower, any other Loan Party or any of their respective Affiliates, or

any other Person and (ii) neither the Administrative Agent, the Arranger, nor any Lender nor any of their respective Affiliates has

any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated

hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the

Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ

from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger,

nor any Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower, any other

Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party

hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger, the Lenders and their respective

Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions

contemplated hereby.

11.18      Electronic

Execution; Electronic Records; Counterparts.

This Agreement, any Loan Document

and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be

executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent, the L/C Issuer, the Swingline Lender,

and each Lender (collectively, each a “Credit Party”) agrees that any Electronic Signature on or associated

with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication

entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such

Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered.  Any

Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but

all such counterparts are one and the same Communication.  For the avoidance of doubt, the authorization under this paragraph may

include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form

(such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery

and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication

in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary

course of such Person’s business, and destroy the original paper document.  All Communications in the form of an Electronic

Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity

and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C

Issuer nor Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed

to by such Person pursuant to procedures approved by it; provided that, without limiting the foregoing, (a) to the extent

the Administrative Agent, L/C Issuer and/or Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent

and each of the Credit Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan

Party and/or any Credit Party without further verification and (b) upon the request of the Administrative Agent or any Credit Party,

any Electronic Signature shall be promptly followed by such manually executed counterpart.  For purposes hereof, “Electronic

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

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

Neither the Administrative

Agent, L/C Issuer nor Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity,

enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance

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doubt, in connection with the Administrative Agent’s,

L/C Issuer’s or Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other

electronic means). The Administrative Agent, L/C Issuer and Swingline Lender shall be entitled to rely on, and shall incur no liability

under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic

message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made

to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person

in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

Each of the Loan Parties and

each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this

Agreement and/or any other Loan Document based solely on the lack of paper original copies of this Agreement and/or such other Loan Document,

and (ii) waives any claim against the Administrative Agent, each Credit Party and each Related Party for any liabilities arising

solely from the Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any

liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution,

delivery or transmission of any Electronic Signature.

11.19      USA

Patriot Act Notice.

Each Lender that is subject

to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and the other

Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107–56 (signed into law October 26,

2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower

and each other Loan Party, which information includes the name and address of the Borrower and each other Loan Party and other information

that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and each other Loan Party in accordance

with the Patriot Act. The Borrower and each other Loan Party shall, promptly following a request by the Administrative Agent or any Lender,

provide all such other documentation and information that the Administrative Agent or such Lender requests in order to comply with its

ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including

the Patriot Act.

11.20      Acknowledgement and Consent

to Bail-In of Affected Financial Institutions.

Solely to the extent any Lender

or L/C Issuer that is an Affected Financial Institution is a party to this Agreement and 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 Lender or L/C Issuer that is an 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 an applicable Resolution Authority and agrees and consents to,

and acknowledges and agrees to be bound by:

(a)            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 Lender or L/C Issuer that is an Affected Financial Institution; and

(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;

164

(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 undertaking, 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;

(iii)          the

variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution

Authority.

11.21      Acknowledgement

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): 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 rights and

remedies of the 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.

[Signature Pages To Follow]

165

IN WITNESS WHEREOF, the parties hereto have

caused this Agreement to be duly executed as of the date first above written.

BORROWER:

ASURE SOFTWARE INC.

By:

/s/ Patrick Goepel

Name: Patrick Goepel

Title: Chief Executive Officer

GUARANTORS:

ASURE BENEFITS MANAGEMENT LLC

By:

/s/ Patrick Goepel

Name: Patrick Goepel

Title: Chief Executive Officer

ASURE CUSTOMER & IP HOLDCO LLC

By:

/s/ Patrick Goepel

Name: Patrick Goepel

Title: Chief Executive Officer

ASURE OPERATIONS LLC

By:

/s/ Patrick Goepel

Name: Patrick Goepel

Title: Chief Executive Officer

ASURE PAYROLL TAX MANAGEMENT LLC

By:

/s/ Patrick Goepel

Name: Patrick Goepel

Title: Chief Executive Officer

[Signature Page to Credit Agreement]

ASURE TREASURY MANAGEMENT LLC

By:

/s/ Patrick Goepel

Name: Patrick Goepel

Title: Chief Executive Officer

[Signature Page to Credit Agreement]

MUFG

BANK, LTD.,

Administrative Agent and Lender

By:

/s/ Soren Peterson

Name:

Soren Peterson

Title:

Director

[Signature Page to Credit Agreement]

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