Notwithstanding anything to the contrary contained herein, (i) subsidiaries may be excluded from the guarantee requirements in circumstances where the Administrative Agent and the Borrower reasonably agree that the cost and/or burden of providing such a guarantee (including any adverse tax, accounting or regulatory consequence) is excessive in relation to the value afforded thereby and (ii) the requirements of the preceding paragraph shall be, as of the Closing Date, subject to the Limited Conditionality Provision; provided, that no Guarantor shall be released from the guarantee requirements if such Guarantor becomes an Excluded Subsidiary through any transaction the sole purpose of which is to evade the guarantee or collateral requirements required by the Credit Documentation and unless the Borrower has sufficient investment capacity at the time such Guarantor is released.

Subject to the investment covenant in the Credit Documentation, after the Closing Date the Borrower may designate any subsidiary of the Borrower as an “unrestricted subsidiary” and subsequently redesignate any such unrestricted subsidiary as a restricted subsidiary (subject to compliance of such restricted subsidiary with the covenants in respect of any liens, debt or investments) so long as (i) no event of default shall exist or would immediately thereafter result, (ii) pro forma financial covenant compliance and (iii) any unrestricted subsidiary designation shall constitute a permitted investment in such unrestricted subsidiary in an amount equal to the fair market value of all assets of such restricted subsidiary; provided, that notwithstanding anything herein to the contrary, no Material Intellectual Property (to be mutually defined), or any exclusive license in any Material Intellectual Property, may be transferred to or held by an unrestricted subsidiary other than non-exclusive licenses in the ordinary course of business. An unrestricted subsidiary that has subsequently been designated as a restricted subsidiary cannot be redesignated as an unrestricted subsidiary.

The Revolving Credit Facility shall be available for the issuance of standby letters of credit (the “Letters of Credit”) in U.S. dollars and Alternative Currencies not exceeding in the aggregate $5.0 million by any Lender selected by the Borrower who agrees to act in such capacity (each such Lender in such capacity, an “Issuing Lender”); provided, for the avoidance of doubt, any Lender providing such Letters of Credit shall only be obligated to provide up to its Revolver Commitment. The issuance of all Letters of Credit shall be subject to the customary policies and procedures of the relevant Issuing Lender. The face amount of any outstanding Letters of Credit will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. Each drawing under any Letter of Credit shall be reimbursed by the Borrower (whether with its own funds or with the proceeds of Revolving Loans) within one (1) business day of written notice thereof. To the extent that the Borrower does not so reimburse the Issuing Lender, the Lenders under the Revolving Credit Facility shall be irrevocably and unconditionally obligated to reimburse the Issuing Lender on a pro rata basis. Each Letter of Credit shall expire not later than the earlier of (a) 12 months after its date of issuance or such longer period as may be agreed by the applicable Issuing Lender and (b) the third business day prior to the final maturity of the Revolving Credit Facility; provided, that any Letter of Credit may provide for renewal thereof for additional periods of up to twelve (12) months or such longer period as may be agreed by the applicable Issuing Lender (which in no event shall extend beyond the date referred to in clause (b) above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). 

After the Closing Date, at any time and from time to time, the Credit Parties will be permitted (a) to add one or more incremental term loan facilities (including delayed draw term facilities) to the Credit Facilities and/or increase the Term Loan Facility (each, whether or not a separate tranche, an “Incremental Term Loan Facility” and the commitments in respect thereof, the “Incremental Commitments”) and/or (b) to add one or more incremental revolving credit facilities to the Credit Facilities and/or increase the Revolving Credit Facility (each, whether or not a separate tranche, an “Incremental Revolving Facility” and, together with the Incremental Term Loan Facilities, collectively, the “Incremental Facilities”; and the commitments in respect thereof are referred to as the “Incremental Revolving Commitments” and, together with the Incremental Term Loan Commitments, collectively, the “Incremental Commitments”) in an aggregate principal amount for all such Incremental Facilities (each of which shall be in a minimum principal amount to be set forth in the Credit Documentation) for any purpose not prohibited by the Credit Documentation, not to exceed the sum of (a) an amount equal to the greater of $65.7 million and 100% of Consolidated EBITDA (the “Fixed Incremental Amount”), less the aggregate principal amount of any Incremental Equivalent Debt borrowed or incurred in reliance on the Fixed Incremental Amount, plus (b) an unlimited amount (the “Unlimited Incremental Amount”) at any time so long as (x) if such Incremental Facility is secured on a “first lien” basis, the Consolidated First Lien Net Leverage Ratio (as defined below) is less than or equal to 3.80 to 1.00 (for purposes of this Exhibit B, the “First Lien Ratio Test”), (y) if such Incremental Facility is secured on a junior lien basis, the Consolidated Secured Net Leverage Ratio (as defined below) is less than or equal to 3.80 to 1.00 (for purposes of this Exhibit B, the “Junior Lien Ratio Test”), and (z) if such Incremental Facility is unsecured, the Consolidated Total Net Leverage Ratio is less than or equal to 4.30 to 1.00 (for purposes of this Exhibit B, the “Unsecured Ratio Test”), in each case (1) as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been (or were required to be) delivered to the Administrative Agent and (2) assuming any Incremental Commitment is fully drawn plus (c) the amount of all (x) voluntary prepayments (including pursuant to buybacks and open market purchases in the amount actually paid in cash) actually paid and not funded with proceeds of long-term indebtedness (other than revolving loans) of the Credit Parties of any Loans, loans under any Incremental Facility, and any indebtedness secured on a pari passu basis with the Term Loan Facility (in the case of any revolving facility, solely to the extent accompanied by a permanent commitment reduction in respect thereof), and (y) additional payments made pursuant to any “yank-a-bank” assignments, in each case, to the extent not funded with the proceeds of long-term indebtedness of a Credit Party, prior to such time (it being understood that (A) if the First Lien Ratio Test, the Junior Lien Ratio Test or the Unsecured Ratio Test, as applicable, is met, then, at the election of the Borrower, any Incremental Facility may be incurred under clause (b) above regardless of whether there is capacity under clause (a) and/or clause (c) above and (B) any portion of any Incremental Facility incurred in reliance on clause (a) and/or clause (c) shall be automatically reclassified from time to time as incurred under clause (b) if the Borrower meets the applicable test under clause (b) at such time on a pro forma basis); provided, further, that:

(i)      no Lender will be required or otherwise obligated to provide any portion of such Incremental Facility and any person that is not an existing Lender that is providing any Incremental Facility must be reasonably acceptable to the Administrative Agent to the same extent that the Administrative Agent would have such a consent right if such person was purchasing Loans by assignment as set forth under the Section below entitled “Assignments and Participations”;

(ii)     subject to the Limited Condition Transaction provisions, no event of default exists immediately prior to or after giving effect thereto, provided, that in no event shall any payment or bankruptcy event of default exist immediately prior to or after giving effect to such Incremental Facility and such Limited Condition Transaction; 

(iii)    the final maturity date of any such Incremental Term Loan Facility that is a separate tranche shall be no earlier than the maturity date of the Term Loan Facility and the weighted average life of such Incremental Term Loan Facility shall be no shorter than the then remaining weighted average life of the Term Loan Facility (without giving effect to any amortization or prepayments on the outstanding Term Facility);

(iv)    any Incremental Term Loan Facilities created by the Borrower following the Closing Date that are pari passu with the Term Loans in security and right of payment shall be subject to a “most favored nation” pricing provision that ensures that the initial “all-in yield” on the Incremental Term Loan Facility does not exceed the “all-in yield” at such time on the initial Term Loan Facility a (collectively, the “Existing Facility”) by more than 50 basis points (with “all-in yield” being determined by taking into account the applicable margin, upfront fees, any original issue discount and any interest rate floor, but excluding reasonable and customary arrangement, commitment, structuring, underwriting, ticking, unused, syndication, amendment and other similar fees to the extent not paid generally to all the lenders provided such Incremental Term Loan Facility), unless the interest rate margins with respect to the Existing Facility is increased by an amount equal to the difference between the yield with respect to such Incremental Term Loan Facility and the corresponding interest rate on the Existing Facility minus 50 basis points (the “MFN Adjustment”); it being agreed that to the extent the all-in yield with respect to such Incremental Term Loan Facility is greater than such all-in yield with respect to the Existing Facility solely as a result of a higher interest rate floor, then the interest rate margin increase shall be effectuated solely by increasing the interest rate floor on the Existing Facility; provided, that the MFN Adjustment shall not be applicable to any Incremental Term Loan Facility that ranks junior in right of payment or security to the Existing Facility or that is unsecured;

(v)     subject to clauses (iii) and (iv) above, the interest rate margins and amortization schedule applicable to any Incremental Term Loan Facility shall be determined by the Borrower and the lenders thereunder;

(vi)    (a) any Incremental Revolving Facility will provide for the ability to permanently repay and terminate such Incremental Revolving Commitments on a pro rata basis with the outstanding Revolving Credit Facilities, and (b) any Incremental Term Loan Facility will provide for the ability to participate (x) on a greater than pro rata basis, a pro rata basis or less than pro rata basis in any voluntary prepayment with respect to its class of Term Loans or (y) on a pro rata basis or less than pro rata basis in any mandatory prepayments of the Term Loans under the outstanding Term Loan Facility; 

(vii)   except as otherwise specifically addressed herein, all other terms shall be determined by the Borrower and shall, at the option of the Borrower, (x) be consistent with the terms of the corresponding class under the Credit Facilities unless, in the case of this clause (x), (1) the Lenders under the corresponding class under the Credit Facilities also receive the benefit of such more restrictive terms or (2) any such provisions apply only after the maturity date of the relevant Credit Facilities, or (y) not be materially more restrictive to the Borrower and its subsidiaries, when taken as a whole, than the terms of the applicable class under the Credit Facilities (as reasonably determined by the Borrower);

(viii)  each Incremental Revolving Facility shall (x) have the same terms and be pursuant to the same documentation as the Revolving Credit Facility (other than fees), and (y) be subject to an aggregate cap for all Incremental Revolving Facilities incurred after the Closing Date not exceed $10,000,000;

(ix)     no Incremental Facility shall be secured by any assets of the Credit Parties other than the Collateral, and shall not be guaranteed by any subsidiary other than the Guarantors;

(x)      there shall be no requirement to bring down the representations and warranties unless otherwise required by the lenders holding more than 50% of the aggregate commitments under the proposed Incremental Facility (which shall be subject to the Limited Condition Transaction provisions);

(xi)     for the avoidance of doubt, (i) in all instances if the Borrower incurs indebtedness under an Incremental Facility from the Fixed Incremental Amount and/or clause (c) above on the same date that it incurs indebtedness from the Unlimited Incremental Amount, then unless the Borrower elects otherwise, each Incremental Facility will be deemed incurred first from the Unlimited Incremental Amount to the extent permitted, and (ii) in the event that the Borrower incurs indebtedness under an Incremental Facility from the Fixed Incremental Amount or clause (c) above and, subsequent to such incurrence, all or any portion of such indebtedness would be permitted to be incurred from the Unlimited Incremental Amount, such indebtedness shall automatically be reclassified as having been incurred from the Unlimited Incremental Amount and the Fixed Incremental Amount or amount under clause (c) above, as applicable, shall be deemed restored to the extent of such reclassification; and

(xii)    Sponsor shall not provide any Incremental Revolving Facility and if Sponsor provides any Incremental Term Loan Facility it shall be subject to the same limitations and restrictions set forth below in the Section entitled “Assignments and Participations” as if the Sponsor were buying Term Loans by assignment. 

In the case of the incurrence of any indebtedness (other than under the Revolving Credit Facility, which shall remain subject to the terms thereof with respect to the impact, if any, of a Limited Condition Transaction) or liens or the making of any investments, restricted payments, restricted debt payments or fundamental changes, in each case, in connection with a Limited Condition Transaction, the relevant conditions with respect to financial ratios, baskets and the absence of a default or an event of default (other than any condition with respect to the existence of a payment or bankruptcy event of default which shall not exist on the date the Limited Condition Transaction) shall be determined in accordance with the Limited Condition Transaction provisions.

To the extent any Incremental Facility is incurred in the form of a delayed draw term facility, the Borrower shall test compliance with any leverage ratio at the time such delayed draw commitments are created (assuming such commitments are fully drawn).

“Consolidated First Lien Net Leverage Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated Funded Indebtedness that is secured by a lien on the Collateral on a senior or pari passu basis (without regard to remedies) with the liens on the Collateral securing the obligations under the Credit Facilities as of the date of determination to (ii) Consolidated EBITDA for the applicable test period.

“Consolidated Funded Indebtedness” shall mean, as of any date of determination, without duplication, for the Borrower and its restricted subsidiaries on a consolidated basis, (a) the sum of (i) the outstanding principal amount of all obligations for borrowed money (including notes, bonds (excluding surety, bid and performance bonds or other similar obligations), debentures and drawn letters of credit that are unreimbursed) (ii) all purchase money indebtedness (including capital lease obligations) and attributable indebtedness in each case as and to the extent reflected on the balance sheet of the Borrower and its restricted subsidiaries, (iii) earnouts, and (iv) guarantees of any of the foregoing obligations, minus (b) all unrestricted cash and cash equivalents of the Borrower and its restricted subsidiaries solely to the extent that, from the date that is 90 days following the Closing Date, such unrestricted cash and cash equivalents are subject to a first priority lien in favor of the Administrative Agent in a manner set forth in the Uniform Commercial Code, either pursuant to a control agreement granting the Administrative Agent a first priority lien in cash and cash equivalent accounts or because such account is maintained with the Administrative Agent; provided, up to $32,500,000 of unrestricted cash and cash equivalents in accounts of the Borrower and its restricted subsidiaries may be deducted regardless if such account is subject to a control agreement, but solely to the extent such cash and cash equivalents are held in accounts with a Lender (or an affiliate of a Lender) and subject to timeframes to be agreed to account for the transition/migration of cash management to JPM (or its affiliates). Notwithstanding the foregoing, in no event shall the following constitute “Consolidated Funded Indebtedness”: (i) obligations under any derivative transaction or other swap contract; (ii) undrawn letters of credit; and (iii) earn-outs and other acquisition consideration except to the extent due, owing, and unpaid for a period of more than 5 Business Days and not subject to good faith dispute (as reasonably determined by the Borrower).

“Consolidated Secured Net Leverage Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated Funded Indebtedness that is secured by a lien on the Collateral as of the date of determination to

(ii) Consolidated EBITDA for the applicable test period.

“Consolidated Total Net Leverage Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated Funded Indebtedness of the date of determination to (ii) Consolidated EBITDA for the applicable test period.

“Consolidated EBITDA” and “Consolidated Net Income” shall each be defined in a manner consistent with the Documentation Principles, but in any event, Consolidated EBITDA shall include, without duplication, (i) add- backs and/or adjustments, solely to the extent deducting from or otherwise reducing Consolidated Net Income (other than clauses (D), (E), or (H)) (as applicable (which, unless otherwise specified, shall be uncapped), for (A) extraordinary, unusual, exceptional or non-recurring charges, expenses or losses, (B) non-cash charges, expenses or losses, including, without limitation, any non-cash asset retirement costs, non-cash compensation charges, non-cash translation (gain) loss and non-cash expense relating to the vesting of warrants (in each case other than to the extent constituting a reserve for a future cash charge) and subject to required restatements from auditors of the Company any addbacks for future cash charges and adjustments that result in (I) write downs of inventory or (II) write-downs of account receivable or write-offs of accounts receivable and inventory, (C) restructuring costs, charges and expenses, integration costs, costs of strategic initiatives, business optimization charges, expenses or costs (including relating to systems design, upgrade and implementation costs), retention, recruiting, relocation, signing and stay bonuses and expenses, including payments made to employees or others who are subject to non-compete agreements, facility opening, pre-opening, closing and consolidation costs, contract termination costs, stock option and other equity-based compensation expenses, severance costs, including, without limitation, any onetime expense relating to enhanced accounting function or other transaction costs, including those associated with becoming a standalone entity or a public company, and public company costs, (D)(I) LTM pro forma results for acquisitions and dispositions of business entities or properties or assets constituting a division or line of business of any business entity (and purchases and dispositions of intellectual property if pro forma treatment is elected by the Borrower in its discretion on a case-by-case basis) and other customary specified transactions and for operational changes, restructurings, cost savings initiatives and other operational initiatives (including, to the extent applicable, from the Transactions), (II) including any “run-rate” cost synergies, operating expense reductions and other operating changes, improvements, initiatives and cost savings that are factually supportable and reasonably identifiable in good faith by the Borrower to result from actions which have been taken or with respect to which substantial steps have been taken or are expected to be taken no later than 24 months following any such acquisition, disposition, other customary specified transaction, operational change, restructuring, cost savings or operational initiative (with actions from such transactions occurring prior to the Closing Date occurring within 24 months of the Closing Date) and, in each case, reasonably anticipated to be realizable within 24 months of such transaction, net of the amount of actual benefits realized during such period), (E) such other adjustments (excluding management synergies) (i) consistent with Regulation S-X, (ii) contained in (x) the quality of earnings report delivered to the Lead Arrangers prior to the date hereof (together with any updates thereto reasonably acceptable to the Lead Arrangers) (including any roll forward) in connection with the Merger or (y) any other quality of earnings report made available to the Administrative Agent in connection with a Permitted Acquisition or other similar permitted investment (including any roll forward thereof, as may be applicable), in each case, for the periods set forth therein conducted by financial advisors or operational consultant (which financial advisors and/or operational consultants are (x) nationally recognized or (y) reasonably acceptable to the Administrative Agent and the Lead Lender Representative (it being understood and agreed that any of the “Big Four” accounting firms are acceptable)), or (iii) contained in the Sponsor Model for the periods set forth therein, (F) other accruals, payments and expenses (including rationalization, legal, tax, structuring and other costs and expenses) related to the Transactions, acquisitions, investments, dividends, restricted payments, dispositions, refinancings or issuances of debt or equity or related to any amendment, negotiation, forbearance, extension, modification or waiver in respect of the documentation (including the Credit Documentation) governing the transactions described in this clause (F) (in each case, whether or not consummated), (G) any non-cash increase in expenses (1) resulting from the revaluation of inventory (including any impact of changes to inventory valuation policy methods including changes in capitalization of variances) or other inventory adjustments, or any other acquisition or (2) due to purchase accounting, (H) proceeds of business interruption insurance (including proceeds expected to be received within 1 year with a reduction if not received within such period), (I) charges, losses or expenses to the extent paid for, reimbursed, indemnified or insured by a third party (or reasonably expected to be so paid or reimbursed within one (1) year after the end of such period with a reduction if not received within such period), (J) minority interest expense to the extent reducing Consolidated Net Income, (K) costs and expenses related to implementation of operational and reporting systems and technology initiatives, (L) letter of credit fees, (M) [reserved], (N) [reserved], (O) transaction fees and expenses and management, monitoring, consulting and advisory fees (including those owed under any Sponsor or other Investor management agreement or any fees owed to the Sponsor for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities), payments to outside directors of the Borrower (or its direct or indirect parent companies), indemnities and expenses, in each case, to the extent payable in accordance with the Credit Documentation, (P) non-recurring costs, expenses and charges in connection with environmental matters and litigation (including related to settlements thereof), (Q) earnout obligations with respect to any acquisition or investment paid or accrued during the applicable period, (R) expenses (but not lost revenue) arising from any event, occurrence, fact, condition or change, directly or indirectly arising out of or attributable to COVID-19 in an aggregate amount not to exceed $2.0 million after the Closing Date, (S) [reserved], and (T) realized and unrealized foreign exchange and/or currency translation losses and gains (including any loss resulting from hedge agreements for currency exchange risk); provided, that any such realized losses and gains shall not exceed the greater of $6.6 million and 10% of Consolidated EBITDA; and (ii) deductions for income and gain items corresponding to extraordinary or unusual charges and other non-cash charges (other than the accrual of revenue in the ordinary course). Notwithstanding the foregoing, any addbacks and adjustments pursuant to clauses (i)(B)(I), (i)(C), (i)(D)(II) and (i)(K) above shall not exceed an aggregate amount equal to 30% of Consolidated EBITDA in any period (calculated after giving effect to any such addbacks and adjustments).

Subject to the Limited Conditionality Provision and consistent with the Documentation Principles and the following paragraphs, and, in the case of non-U.S. Credit Parties, subject to the Agreed Security Principles, the obligations of Borrower and the Guarantors in respect of the Credit Facilities, the Secured Hedging Arrangements and the Secured Cash Management Obligations will be secured by a perfected first-priority lien (subject to permitted liens and other exceptions consistent with the Documentation Principles) (collectively referred to as the “Collateral”):

(i)      all of the present and future property and assets, real and personal, tangible or intangible, of the Credit Parties, and including, but not limited to, machinery and equipment, inventory and other goods, accounts receivable, fixtures, cash, deposit accounts and securities accounts, general intangibles, financial assets, investment property, license rights, patents, trademarks, tradenames, copyrights, chattel paper, insurance proceeds, contract rights, documents, and instruments, wherever located, now or hereafter owned (subject to exceptions to be agreed to by the Administrative Agent and the Borrower and set forth in the Credit Documentation and consistent with the Documentation Principles);

(ii)      all present and future shares of equity interests of (or other ownership or profit interests in) the Company and each of its present and future directly held domestic subsidiaries and certain of the Borrower’s wholly-owned restricted subsidiaries (which shall exclude wholly-owned restricted subsidiaries organized in jurisdictions which create adverse tax, accounting or regulatory issues (other than de minimis) or are otherwise commercially unreasonable or burdensome to pursue); and

(iii)     all proceeds and products of the real and personal property and assets described in clauses (i) and (ii) above.

Notwithstanding anything to the contrary, the Collateral shall exclude the following (unless elected to be included as Collateral by the Borrower): (i) motor vehicles and other assets subject to certificates of title; (ii) pledges and security interests prohibited or restricted by applicable law, rule or regulation or prohibited by agreements in effect on the Closing Date or on the date the applicable Credit Party or property are acquired and not created in contemplation of this requirement, containing anti-assignment clauses applicable to such Credit Party or property, or subject to a requirement to obtain the consent of any governmental authority or other third party (it being understood that there shall be no requirement to try to obtain any such consent), after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code (or its equivalent in any applicable jurisdiction), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code (or its equivalent in any applicable jurisdiction) notwithstanding such prohibition; (iii) equity interests issued by, or assets of, unrestricted subsidiaries, immaterial subsidiaries, broker-dealer subsidiaries, receivables subsidiaries, not-for-profit subsidiaries, special purpose entities and captive insurance subsidiaries; (iv) equity interests in any person (other than wholly- owned subsidiaries including in respect of partnerships and joint ventures); (v) any assets subject to a lease or purchase money security interest or similar arrangement permitted by the Credit Documentation to the extent that a grant of a security interest therein would violate or invalidate such lease, or agreement or purchase money arrangement or require the consent of any person as a condition or create a right of termination in favor of any other party thereto (other than a Credit Party); (vi) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby (in each case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti- assignment provisions of the Uniform Commercial Code (or its equivalent in any applicable jurisdiction) and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code (or its equivalent in any applicable jurisdiction) notwithstanding such prohibition); (vii) “intent-to-use” trademark applications filed in the United States Patent and Trademark Office, unless and until acceptable evidence of use of the trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.);

(viii) margin stock; (ix) any payroll accounts, employee wage and benefit accounts, withholding tax accounts, escrow accounts, or fiduciary or trust accounts, in each case, that contain solely funds used for such purposes, or accounts with aggregate amounts under a dollar threshold to be agreed; 

(x) any owned real property with a fair market value not in excess of the greater of $6.6 million and 10% of Consolidated EBITDA (“Material Owned Real Property”) and any leasehold interest in real property (it being understood and agreed that there shall not be any requirement to obtain landlord waivers, estoppels or collateral access letters from any Person) and any fixtures affixed to any real property to the extent that (A) such real property does not constitute Collateral and (B) perfection of the security interest in such fixtures may not be obtained by a UCC filing; (xi) any rights or interest in any contract, lease, permit, or license agreement of any Credit Party to which any Credit Party is a party with a non-affiliate that is not entered into in contemplation of the requirements under this definition if and for so long as the grant of the security interest hereunder shall, pursuant to the terms of such contract, lease, permit, or license agreement, constitute or result in a breach or termination pursuant to the terms of, or a default under, any such contract, lease, permit, or license agreement (in each case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code (or its equivalent in any applicable jurisdiction)); (xii) letter of credit rights (other than supporting obligations and other than to the extent perfected by filing of a UCC financing statement) with a value below a threshold to be mutually agreed; (xiii) commercial tort claims below the greater of $6.6 million and 10% of Consolidated EBITDA; (xiv) a security interest that could reasonably be expected to result in adverse tax or regulatory consequences (other than de minimis consequences), as reasonably determined by the Borrower; and (xv) other exceptions to be mutually agreed upon; provided, however, for the avoidance of doubt, the foregoing exclusions shall in no way be construed to limit, impair, or otherwise affect the Administrative Agent’s liens upon, any rights or interests of any Credit Party in or to any monies due or to become due under or in connection with any of the foregoing assets, or any proceeds from the sale, license, lease, or other dispositions of any of the foregoing assets. The Collateral may also exclude those assets as to which the Administrative Agent and the Borrower reasonably agree that either the cost or the tax or regulatory consequence (other than de minimis) to any Credit Party (or any of its equity-holders) of obtaining such a security interest or perfection thereof is excessive in relation to the benefit to the Lenders of the security to be afforded thereby.

Furthermore, notwithstanding anything to the contrary, unless otherwise approved by the Borrower, (i) the scope and terms of non-U.S. Collateral shall be as set out in (and/or the forms specified in) the Agreed Security Principles, (ii) the provision of any insurance endorsement shall be required to be provided after the Closing Date within a time period to be agreed upon between the Administrative Agent and the Borrower, (iii) all intercompany loans and advances made by Credit Parties to the Borrower or any of its restricted subsidiaries shall be evidenced by a master intercompany note in which the Administrative Agent has a first priority lien (as permitted by law), in respect of any Credit Party’s right thereunder, perfected by control, and (iv) the rights of each Credit Party under all intercompany licensing agreements and management services agreements under which payments are made to the Credit Parties shall be included as Collateral in which the Administrative Agent has a first priority perfected lien (as permitted by law). 

Notwithstanding anything herein to the contrary, subject to customary further assurance provisions, except as otherwise approved by the Borrower, the Borrower and the Guarantors shall not be required (i) to perfect the above-described pledges and security interests by any means other than by (A) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant state(s) and filings in the applicable real estate records with respect to mortgaged properties or any fixtures relating to mortgaged properties, (B) filings in United States government offices with respect to intellectual property, (C) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of material intercompany notes, security certificates of issuers owned by the Borrower or Guarantors and material instruments issued to the Borrower or Guarantors, together with customary endorsements or transfer powers, and (D) customary filings and corresponding actions in the jurisdiction of organization of any Credit Party organized outside of the United States, in each case, subject to the Agreed Security Principles, (ii) to provide any notice to or obtain the consent of governmental authorities under the Federal Assignment of Claims Act (or any state equivalent thereof), (iii) to enter into any source code escrow arrangement (or be obligated to register intellectual property), (iv) to maintain account control agreements with respect to deposit and securities accounts, or (v) to obtain mortgages other than in respect of Material Owned Real Property, landlord or bailee waivers, collateral access agreements, estoppel letters or any similar agreement.

Subject, in all respects, to the Limited Conditionality Provision and the Documentation Principles, all documentation evidencing the required security shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and shall create security interests that are (except to the extent of any other liens permitted under the Credit Facilities) first in priority in the property purported to be secured thereby, with such exceptions as are reasonably acceptable to the Administrative Agent.

The Credit Documentation shall contain customary “Chewy” protections.

The Borrower may prepay amounts outstanding under the Credit Facilities in whole or in part from time to time without premium or penalty except as provided in the next succeeding paragraph. Each such voluntary prepayment of the Term Loan Facility shall be applied to the principal installments thereof as the Borrower shall direct.

The aggregate principal amount of any optional prepayment or mandatory prepayment under clause (ii) of this Section entitled “Mandatory Prepayments and Commitment Reductions”, in each case, whether before or after the occurrence of an event of default, an acceleration of the Loans or the commencement of any bankruptcy or insolvency proceedings, that is made prior to the date that is (i) one (1) year after the Closing Date or (ii) on or after the one (1) year anniversary of the Closing Date and prior to the two (2) year anniversary of the Closing Date, will be subject to a 2.00% or 1.00%, respectively, prepayment premium; provided, that notwithstanding the foregoing, in no event shall there be any prepayment fee for any prepayment or repayment or amendment (or assignment) effected in connection with a transaction that would, if consummated, constitute a Transformative Event (as defined below) so long as (i) the Lenders have been offered the opportunity to participate in any new financing arrangement put into place in connection with such Transformative Event (if any) at least ten (10) Business Days prior to the consummation of such new financing arrangement in connection with such Transformative Event (for the avoidance of doubt, such requirement shall be deemed immediately and automatically satisfied with respect to each Lender if such Lender declines to participate or does not respond within five (5) Business Days of written notice of such offer), (ii) the initial “all-in yield” (as defined herein) on the new financing offered to the Lenders in connection with such Transformative Event is within 125 basis points of the “all-in yield” on the initial Term Loan Facility, and (iii) the new financing offered to the Lenders in connection with such Transformative Event is not covenant lite.

A “change of control” shall occur if (i) at any time prior to an Qualified IPO, a majority ownership and control of voting interests in Holdings is not held by Permitted Holders, (ii) Holdings shall cease to own, directly or indirectly, 100.0% of the capital stock of the Borrower and (iii) after the occurrence of a Qualified IPO, another person or group (other than the Permitted Holders and any employee benefit plan and/or person acting as the trustee, agent or other fiduciary or administrator) acquires more than the greater of (x) 35% of the outstanding voting common stock of Holdings or such other applicable parent entity, as applicable, and (y) the percentage of then outstanding voting common stock of Holdings or such other applicable parent entity, as applicable, held, directly or indirectly, by the Permitted Holders.

“Permitted Holders” means (a) the Sponsor, the other Investors and members of management or estate planning vehicles controlled by, or formed solely for the benefit of, the Investors on the Closing Date, (b) any person or entity with which the parties in clause (a) form a “group” (within the meaning of the federal securities laws) so long as, in the case of this clause (b), the Sponsor and the Investors on the Closing Date beneficially own more than 50% of the relevant voting stock beneficially owned by such group, and (c) any person acting in the capacity of an underwriter (solely to the extent that and for so long as such person is acting in such capacity) in connection with a public or private offering of capital stock of any parent entity of the Borrower or the Borrower.

“Qualified IPO” means the issuance by Holdings or any direct or indirect parent of Holdings (whether through an initial primary public offering, a direct listing or a merger with and into a special purpose acquisition company or other person that has consummated (or will consummate) an initial primary public offering) of its common equity interests (x) pursuant to an effective registration statement filed with the SEC or (y) in a commonly underwritten offering (or series of relating offerings of securities by the public pursuant to a final prospectus in accordance with the Securities Act (whether alone or in connection with a secondary public offering). 

(iii)    50% of Excess Cash Flow (to be defined in the Credit Documentation consistent with the Documentation Principles, and in any event to include, without limitation or duplication, deductions for regularly scheduled debt repayments made during such period and other cash amounts used during such period (or, at the Borrower’s option, committed to be used within the next four quarters), capital expenditures, Permitted Acquisitions, other permitted investments (including permitted investments in joint ventures), and permitted restricted payments (including Permitted Tax Distributions (as defined below)), in each case, except to the extent financed with long-term indebtedness of any Group Member (other than revolving debt or intercompany debt)), solely to the extent Excess Cash Flow is in excess of the greater of $6.6 million and 10% of Consolidated EBITDA (with only the amount in excess of such threshold subject to repayment), beginning with Excess Cash Flow for the fiscal year ending December 31, 2023 and each fiscal year ended thereafter (each an “Excess Cash Flow Period”), of the Borrower and its restricted subsidiaries (with payments due within ten (10) business days after the related audit is delivered or required to be delivered with respect to such fiscal year); provided that any voluntary prepayments (including pursuant to buybacks and open market purchases in the amount of the actual cash payments thereof) of (x) any Loans, loans under any Incremental Facility, and any indebtedness secured on a pari passu basis with the Term Facility, and (y) Revolving Loans made to account for any additional OID or upfront fees that are implemented pursuant to the Fee Letter (with the Consolidated First Lien Net Leverage Ratio recalculated to give pro forma effect to any such paydowns or inclusion made during such time period described above), and, at the option of the Borrower, any such prepayments shall be applied to any subsequent fiscal year to the extent the amount of such prepayments exceeds the amount of prepayments required to be made from excess cash flow for such year; provided, further, that the forgoing percentage shall be reduced to 25% for any fiscal year when the Consolidated First Lien Net Leverage Ratio giving effect to such payment and, at the Borrower’s election, any payment after the fiscal year end but before such payment is less than or equal to 3.30 to 1.00 and to 0% for any fiscal year when the Consolidated First Lien Net Leverage Ratio immediately prior to such payment and, at the Borrower’s election, any payment after the fiscal year end but before such payment is less than or equal to 2.80 to 1.00 (any excess cash flow not required to prepay the Term Loan Facility as a result of the application of such percentage, the “Retained ECF Proceeds”).

All mandatory prepayments of the Term Loan Facility shall be applied, first, to accrued interest and fees due on the amount of the prepayment under the Term Loan Facility and, second, to the principal installments thereof as the Borrower shall direct (or, in the case of no direction, in direct order of maturity); provided, that in the case of any mandatory prepayment described in clauses (i) or (iii) of the immediately preceding paragraph, at the Borrower’s option, outstanding permitted indebtedness that is secured by the Collateral on a pari passu basis may be repaid on a pro rata basis.

All mandatory prepayments are subject to (i) permissibility under local law (e.g., financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on up-streaming of cash intra group and the fiduciary and statutory duties of the directors of the relevant subsidiaries) and (ii) material constituent document restrictions (including as a result of minority ownership by third parties) and other material agreements (so long as any prohibition is not created in contemplation of such prepayment). Further, there will be no requirement to make any prepayment whereby the Borrower in good faith determines that any of the Borrower, its subsidiaries or direct or indirect equity owners could reasonably be expected to suffer adverse tax, regulatory or cost consequences (other than de minimis) as a result of repatriating or upstreaming cash to make such prepayments (including the imposition of withholding taxes) or could give rise to risk of liability (other than de minimis) for the directors of such subsidiaries. Notwithstanding the foregoing, the Borrower and its restricted subsidiaries shall take commercially reasonable actions to permit the repatriation or upstreaming of the amounts subject to such mandatory prepayments for one (1) year without violating local law or incurring adverse tax, regulatory or cost consequences (other than de minimis). The non-application of any such prepayment amounts as a result of the foregoing provisions will not constitute an event of default, and such amounts shall be available for working capital and general corporate purposes of the Credit Parties and their subsidiaries as long as not required to be prepaid in accordance with the following provisions; provided, that such amounts shall not constitute Retained ECF Proceeds for purposes of building the Available Amount Basket.

Any prepayments actually made shall be net of any costs and expenses or taxes incurred or payable (including estimated taxes and any Permitted Tax Distributions) by the Credit Parties or any of their subsidiaries, affiliates or direct or indirect equity owners as a result of the prepayment and the related repatriation or upstreaming of cash, and the Credit Parties and their restricted subsidiaries shall be permitted to make, directly or indirectly, a dividend or distribution to its affiliates or a direct payment in an amount sufficient to cover such tax liability, costs or expenses.

Voluntary or mandatory prepayments of the Term Loans may not be reborrowed.

Any Lender may elect not to accept any mandatory prepayment (each, a “Declining Lender”). Any prepayment amount declined by a Declining Lender (such amounts, “Declined Proceeds”), subject to any mandatory offer to repurchase or prepayment provisions of any other debt, may be retained by the Borrower and its restricted subsidiaries and shall increase the Available Amount Basket.

An available amount basket (the “Available Amount Basket”) in an amount equal to the sum of (i) the greater of $19.8 million and 30% of Consolidated EBITDA plus (ii) an amount that will be built by, among other things and without duplication, (a) at the election of the Borrower prior to the Closing Date, either (x) 50% of Consolidated Net Income (beginning since the Closing Date), or (y) 100% of Retained ECF Proceeds (beginning with the Excess Cash Flow Period ending December 31, 2023 and each Excess Cash Flow Period ended thereafter) (which amount under this clause (ii)(a) shall not be less than zero) (provided that the Borrower shall make such election prior to the Closing Date), plus (b) the proceeds of new qualified equity issuances and capital contributions after the Closing Date, in each case, to the extent not otherwise applied (but excluding Specified Equity Contributions and equity for Contribution Indebtedness), plus (c) without duplication, the net cash proceeds of sales of investments made after the Closing Date using the Available Amount Basket in an amount not to exceed the original amount of the investment, plus (d) without duplication, cash returns, profits, distributions and similar amounts received on investments using the Available Amount Basket in an amount not to exceed the original amount of the investment, plus (e) debt and disqualified stock which have been exchanged or converted into qualified equity of Holdings (or any direct or indirect parent thereof) after the Closing Date, plus (f) the investments of the Borrower and its restricted subsidiaries (in an amount not to exceed the original investment) in any unrestricted subsidiary that has been re- designated as a restricted subsidiary or that has been merged or consolidated into the Borrower or any of its restricted subsidiaries or the fair market value of the assets of any unrestricted subsidiary that have been transferred to the Borrower or any of its restricted subsidiaries, plus (g) the amount of Declined Proceeds and any net proceeds of asset sales and/or casualty events below the specified de minimis threshold for mandatory prepayment, plus (h) cash proceeds (or the fair market value of non-cash proceeds) of the sale of equity interests of an unrestricted subsidiary or any dividend or other distribution by an unrestricted subsidiary, in each case, received by the Borrower or any restricted subsidiary to the extent such subsidiary was originally designated as an unrestricted subsidiary using the Available Amount Basket in an aggregate amount not to exceed the original amount of the deemed investment, plus (i) other customary builders to be set forth in the Credit Documentation; provided, that such Available Amount Basket shall be reduced by the aggregate amount used in connection with any of the foregoing clauses after the Closing Date and prior to such time. The Available Amount Basket may be used for investments, restricted payments (including Permitted Tax Distributions) and the prepayment or redemption of Junior Debt; provided, that, no payment or bankruptcy event of default (or in the case of restricted payments and the prepayment or redemption of Junior Debt, no event of default) under the Credit Documentation shall exist or result therefrom; provided, further, that in the case of use of amounts in the foregoing clause (ii)(a) of the Available Amount Basket (x) for investments, on a pro forma basis after giving effect to any such usage, the Consolidated Total Net Leverage Ratio shall not be greater than 3.80 to 1.00 and (y) for restricted payments or the prepayment or redemption of Junior Debt, on a pro forma basis after giving effect to any such usage, the Consolidated Total Net Leverage Ratio shall not be greater than 3.30 to 1.00; provided, further, that in the case of usage of the Available Amount Basket to consummate a Limited Condition Transaction, such condition shall be subject to the Limited Condition Transaction provisions. In the case of usage of the Available Amount Basket for any investment, the Non-Guarantor Investment Cap shall apply. 

The Lenders shall be permitted to assign all or a portion of their loans and commitments under the Credit Facilities with the consent of the Administrative Agent and the consent, not to be unreasonably withheld, conditioned or delayed, of the Borrower (unless (i) a payment or bankruptcy event of default then exists or (ii) the assignment of Term Loans is to a Lender or an affiliate of a Lender or a related fund); provided, that (x) 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 ten (10) business days after having received notice thereof and (y) the consent of the Administrative Agent shall not be required for assignments permitted hereunder to any Sponsor, affiliates of the Sponsor or Holdings or its subsidiaries, in each case, to the extent that any such assignments are made in accordance with all other applicable terms hereof. Notwithstanding the foregoing, no assignment shall be made to a Disqualified Lender. Assignments may be non-pro rata and, other than an assignment to a Lender or an assignment of the entirety of a Lender’s interest in the Credit Facilities, must be in a minimum amount equal to $2,000,000 or such lower amount as may be agreed to by the Borrower and the Administrative Agent from time to time. Each Lender will also have the right, without the consent of the Borrower or the Administrative Agent, to assign (i) as security all or part of its rights under the loan documentation to any Federal Reserve Bank and (ii) all or part of its rights or obligations under the Credit Documentation to any of its affiliates or approved funds. Assignments shall be permitted upon the payment to the Administrative Agent of a $3,500 assignment fee, unless waived; provided, that no such fee shall be required for any assignment by a Lender, its affiliates, managed accounts or approved funds.

The Lenders will be permitted to sell participations in loans and commitments without restriction (other than to a Disqualified Lender). Voting rights of participants shall be limited to matters in respect of (a) reductions of principal, interest or fees owing to such participant, (b) extensions of final scheduled maturity or scheduled times for payment of interest owing to such participant and (c) releases of Collateral or Guarantees requiring the approval of all Lenders.

The Credit Documentation shall contain customary “yank-a-bank” provisions for replacing Lenders and/or prepaying Lenders on a non-pro rata basis.

Notwithstanding anything herein or in the Credit Documentation to the contrary, the Administrative Agent shall have no duties or responsibilities for monitoring or enforcing prohibitions on assignments or participations to, or the sharing of information with, Disqualified Lenders and shall have no liability with respect thereof.

The Sponsor and its affiliates, including Sponsor-affiliated debt funds, other than the Borrower, the Guarantors and their restricted subsidiaries, may purchase (including through non-pro rata loan buyback purchases and similar programs that are offered to all lenders within the applicable class) a portion of the Term Loans, subject, in the case of assignments to the Sponsor and its affiliates who are not Independent Debt Fund Affiliates (as hereinafter defined) (“Sponsor Controlled Affiliated Lenders”), to the following provisions:

(a)      The aggregate principal amount of the Term Loans and all other term loans that are secured on a pari passu basis with the Term Loans held by Sponsor Controlled Affiliated Lenders shall not exceed 25% of the total outstanding principal balance of the Term Loans and all other pari passu term loans at the time of purchase.

(b)      Sponsor Controlled Affiliated Lenders may purchase only Term Loans, not Revolving Loans (or commitments under the Revolving Credit Facility).

(c)      The voting rights of any such Sponsor Controlled Affiliated Lender shall be subject to certain customary limitations consistent with the Documentation Principles; provided, however, that any Independent Debt Fund Affiliate will not be subject to the foregoing restrictions set forth in clause (a) and this clause and will be entitled to vote as if it were a Lender. 

(d)      Sponsor Controlled Affiliated Lenders may be excluded from Lender- only meetings (which may include Lender’s advisors and attorneys), calls and correspondence and will not receive information provided solely to Lenders (and their auditors, advisors and attorneys) by the Administrative Agent or any Lender (other than administrative matters).

(e)      it is understood and agreed that none of the Sponsor or its affiliates shall be required to make any representation that it is not in possession of material non-public information with respect to Holdings, the Borrower and their respective restricted subsidiaries or their respective securities and all parties to the relevant transactions may render customary “big boy” disclaimer letters.

(f)      customary provisions relating to the Sponsor Controlled Affiliate Lenders in the context of a bankruptcy or other insolvency proceeding.

The Credit Documentation will permit (but not require) Sponsor Controlled Affiliated Lenders to contribute any Term Loans acquired to Holdings or any of its subsidiaries for purposes of cancelling such debt, which may include contribution (with the consent of the Borrower) to the Borrower (whether through any of its direct or indirect parent entities or otherwise) in exchange for equity securities or subordinated debt securities of such parent entity or Holdings that are otherwise permitted to be issued by such entity or Holdings at such time.

“Independent Debt Fund Affiliates” means an affiliate of the Sponsor that is a bona fide debt fund that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans in the ordinary course of business with respect to which none of the Sponsor, any Group Member or any of their affiliates that is not such a bona fide debt fund makes investment decisions or otherwise has the power to cause the direction of such affiliates investment decision.

Independent Debt Fund Affiliates may purchase Term Loans (and not Revolving Loans or commitments under the Revolving Credit Facility); provided, that all Term Loans held by Independent Debt Fund Affiliates and Sponsor Controlled Affiliated Lenders, in the aggregate, may not account for more than 49.9% of amounts included in determining whether the applicable Lenders have consented to any action acquiring Required Lender consent or approval.

Amendments and waivers of the provisions of the credit agreement and other Credit Documentation shall require the approval of the Required Lenders, except that the consent of all directly and adversely affected Lenders (but not Required Lenders) shall be required with respect to (i) increases in commitment amounts (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment shall not constitute an increase of any commitment of any Lender), (ii) reductions of principal, or rates of interest or fees (other than waivers of default interest, a default or event of default or mandatory prepayment); provided, that any change in the definitions of any ratio used in the calculation of any rate of interest or fees (or the component definitions) shall not constitute a reduction in any rate of interest or fees, (iii) extensions of the Final Maturity Date or scheduled date for the payment of any principal, interest or fees owing to such Lender (it being understood and agreed that the waiver of any mandatory prepayment, default interest, default or event of default shall only require the consent of the Required Lenders), (iv) lien (in respect of any material portion of the Collateral) or payment subordination of the Credit Facilities to any other indebtedness (any such other indebtedness, but in any case excluding any indebtedness incurred after the occurrence of a bankruptcy event of default, “Senior Indebtedness”), unless each directly and adversely affected Lender has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the amount of Credit Facilities that are adversely affected thereby held by each Lender) of the Senior Indebtedness on the same terms (other than bona fide backstop, agency or arrangement fees and reimbursement of counsel fees and other expense in connection with the negotiation of the terms of such transaction) as offered to all other providers (or their affiliates) of the Senior Indebtedness (other than to the extent otherwise permitted by the terms of the Credit Documentation as in effect on the Closing Date), (v) changes to the post-event of default/acceleration waterfall or changes to any pro rata sharing provisions (or changes that have the effect of modifying such provisions) within the Credit Documentation, (vi) revisions to the definitions of Required Lenders or changes to any of the amendment or voting provisions to reduce the voting threshold within the Credit Documentation and (vii) releases of the Borrower or of all or substantially all of the Collateral or all or substantially all of the value of the guarantees (other than in connection with any sale, disposition, reorganization, merger, liquidation, transaction or dissolution of Collateral or of the relevant Guarantor permitted by the Credit Documentation as in effect on the Closing Date).

It is understood that (i) additional extensions of credit expressly permitted under the Credit Documentation shall not require the consent of all Lenders but instead shall only require the consent of each Lender extending such credit, (ii) any applicable intercreditor agreement, including the Intercreditor Agreement, may be amended solely with the consent of the Administrative Agent to give effect thereto or to carry out the purposes thereof, and (iii) there shall be no “class” voting requirement for amendments, modifications or supplements to the Credit Documentation.

The Borrower may elect that the Term Loans comprising each borrowing bear interest at a rate per annum equal to:

(i)      the Base Rate plus the Applicable Margin; or

(ii)     the Term SOFR Rate plus the Credit Spread Adjustment plus the Applicable Margin.

The Borrower may elect that the Revolving Loans comprising each borrowing bear interest at a rate per annum equal to:

(a)      in the case of any Loans denominated in U.S. dollars:

(i)      the Base Rate plus the Applicable Margin; or

(ii)     the Term SOFR Rate plus the Credit Spread Adjustment plus the Applicable Margin, provided, that all Swing Line Loans shall bear interest based upon the Base Rate.

(b)      in the case of any Loans denominated in Euros, EURIBOR plus the Credit Spread Adjustment plus the Applicable Margin; and

(c)      in the case of any Loans denominated in Sterling, SONIA plus the Credit Spread Adjustment plus the Applicable Margin.

“Base Rate” means, for any day, a rate per annum equal to the highest of (i) the NYFRB Rate (to be defined in the Credit Documentation) in effect on such day plus 1/2 of 1%, (ii) the Term SOFR Rate with a one-month Interest Period commencing at such time plus 1.0%, and (iii) the rate of interest published in the Wall Street Journal as the “prime rate” for U.S. dollars on such day (or, if Wall Street Journal ceases to quote such rate, the greatest per annum interest rate published by the FRB in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Administrative Agent) or any similar release by the FRB (as reasonably determined by the Administrative Agent). Any Loans bearing interest at the Base Rate are herein referred to in this Annex B-1 as “Base Rate Loans”.

“Applicable Margin” means (a) if a Base Rate Loan, 5.50% per annum and (b) if a Term SOFR Rate Loan, 6.50% per annum.

“Credit Spread Adjustment” means, 0.10%, 0.15% and 0.25% for tenors of 1, 3 and 6 months, respectively.

“Term SOFR Rate” means Term SOFR; provided that such Term SOFR Rate shall not be less than 1.00% (without giving effect to any Credit Spread Adjustment).

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Loan” means a loan bearing interest based on Term SOFR.

“Term SOFR” means, with respect to any loan for any interest period, the Term SOFR Reference Rate at approximately 5:00 a.m. (New York City time), two U.S. Government Securities Days prior to the commencement of such interest period, as such rate is published by the Term SOFR Administrator.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent and the Borrower in their reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“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.

Interest in respect of Base Rate Loans shall be payable quarterly in arrears on the last business day of each calendar quarter. Interest in respect of Term SOFR Rate Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months. Interest will also be payable at the time of repayment of any Loans (on the amount repaid) and at maturity.

The Borrower shall pay to the Administrative Agent for the ratable benefit of the Lenders under the Revolving Credit Facility a commitment fee (the “Revolving Credit Facility Commitment Fee”) equal to (i) 0.50% per annum) multiplied by (ii) the average daily Unused Aggregate Revolving Commitments for the applicable period. The Revolving Credit Facility Commitment Fee shall be payable quarterly in arrears on the last business day of each calendar quarter (or portion thereof) beginning with the first such date to occur after the Closing Date. 

“Unused Aggregate Revolving Commitments” means, as of any date of determination, (i) the aggregate amount of the outstanding commitments under the Revolving Credit Facility as of such date, less (ii) the outstanding principal balance of the Revolving Loans (excluding, for the avoidance of doubt, the principal amount of the Swing Line Loans) and the then maximum amount available to be drawn under Letters of Credit.

Greater of $2 million and 3% of Consolidated EBITDA per year, plus customary indemnity to officers/directors, plus reasonable compensation, severance, reimbursement or employee benefit arrangements (including severance benefits and health, welfare and retirement benefits and equity incentive and option plans) to employees, officers, and outside directors in the ordinary course of business 

Pre-Qualified IPO, the greater of $6.6 million and 10% of Consolidated EBITDA, with 100% rollover of unused amounts to the immediately succeeding one year, subject to no payment or bankruptcy event of default Post-Qualified IPO, the greater of $9.9 million and 15% of Consolidated EBITDA, with 100% rollover of unused amounts to the immediately succeeding one year, subject to no payment or bankruptcy event of default