Exhibit 10.6


 


LIMITED WAIVER AND AMENDMENT NO. 1 TO CREDIT
AGREEMENT


 


This LIMITED WAIVER AND AMENDMENT
NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of March 1,
2021, is entered into by and among Charlotte’s Web, Inc., as Borrower, the other Loan Parties party hereto, the Lenders party hereto,
and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


RECITALS:


 


WHEREAS, the Borrower, the
Loan Parties party thereto, the Lenders party thereto and the Administrative Agent have entered into that certain Credit Agreement dated
as of March 23, 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to
time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Credit Agreement); and


 


WHEREAS, the Borrower has
requested that the Administrative Agent and the Lenders waive certain provisions of the Credit Agreement and amend certain provisions
of the Credit Agreement, and the Administrative Agent and the Lenders have agreed to such waiver and amendments upon the terms and subject
to the conditions set forth herein.


 


NOW THEREFORE, in consideration
of the premises and the mutual agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


 


SECTION
1. LIMITED WAIVER.  Effective as of the date of this Amendment, the Administrative Agent and the Lenders hereby waive
the Event of Default under Article VII(d) of the Credit Agreement caused by the failure of the Borrower to satisfy the minimum EBITDA
covenant set forth in Section 6.12(b) of the Credit Agreement for the trailing twelve (12) months ended December 31, 2020 (the “Designated
Default”). The waiver contained herein shall be limited precisely as written and, except as expressly provided herein, shall
not be deemed or otherwise construed to constitute a waiver of any Default or Event of Default now existing or hereafter arising (other
than the Designated Default) or any other provision or to prejudice any right, power or remedy which the Administrative Agent or any Lender
may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document (after giving effect
to this Amendment), all of which rights, powers and remedies are hereby expressly reserved by the Administrative Agent and each Lender
and shall not constitute a custom or course of dealing among the parties hereto.


 


SECTION
2. AMENDMENT


 


2.1       Amendments
to Credit Agreement. The following provisions of the Credit Agreement are hereby amended as follows:


 


(a)       The
Credit Agreement is hereby amended (a) to delete the red or green stricken
text (indicated textually in the same manner as the following examples: stricken
text and stricken text) and (b) to add the blue or green
double-underlined text (indicated textually in the same manner as the following examples: double-underlined
text and double-underlined text), in each
case, as set forth in the marked copy of the Credit Agreement attached
hereto as Annex A and made a part hereof for all purposes.


 






     


     


    

 


(b)       Schedule
6.12(b) to the Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule 6.12 (b) hereto


 


SECTION
3.REPRESENTATIONS AND WARRANTIES.


 


In order to induce the Administrative
Agent and the Lenders to enter into this Amendment, the each Loan Party represents and warrants to the Administrative Agent and the Lenders,
on the date hereof:


 


3.1       Due
Authorization. The execution, delivery and
performance of this Amendment has been duly authorized by all necessary action on the part of each Loan Party.


 


3.2       No
Conflict. The execution, delivery and performance by each Loan Party of this Amendment and the consummation of the transactions contemplated
hereby, do not and will not (a) violate any provision of any law or any governmental rule or regulation applicable to it, its organizational
or other governing documents, or any order, judgment or decree of any court or other agency of government binding on it; (b) violate or
result in a default under any indenture, agreement or other instrument binding upon such Loan Party or the assets of such Loan Party,
or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary; (c) result in the creation or
imposition of any Lien on any asset of such Loan Party, except Liens created pursuant to the Loan Documents; or (d) require any approval
or consent of any Person, except for such approvals or consents which will be obtained on or before the date hereof.


 


3.3       Binding
Obligation. This Amendment has been duly executed and delivered by the each Loan Party and this Amendment is the legally valid and
binding obligation of each Loan Party enforceable against such Loan Party in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles
relating to enforceability.


 


3.4       No
Default. No Default or Event of Default exists or is continuing as of the date hereof (other than the Designated Default).


 


3.5       Representations
and Warranties. All of the representations and warranties made by the Loan Parties in the Loan Documents are true and correct in all
material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation and warranty
is made as of a specified date, in which case such representation and warranty shall have been true and correct in all material respects
as of such date.


 


SECTION
4.MISCELLANEOUS.


 


4.1       Conditions
of Effectiveness. This Amendment shall become effective on the date first written above only upon satisfaction in full in the discretion
of the Lender of each of the following conditions (the “First Amendment Effective Date”):


 






    2


     


    

 





(a)       the
Administrative Agent shall have received a counterpart of this Amendment executed
by each Loan Party;


 


(b)       the
Administrative Agent shall have received complete and correct copies of
the SB Transaction Documents;


 


(c)       the
representations and warranties of or on behalf of the the Loan Parties in this Amendment are true, accurate and complete (except to the
extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date) on and
as of the First Amendment Effective Date;


 


(d)       the
Loan Parties shall have paid all outstanding costs and expenses owed to the Administrative Agent and each Lender pursuant to the Credit
Agreement, including, without limitation, all reasonable fees, charges and disbursements of counsel for the Administrative Agent; and


 


(e)       the
Administrative Agent shall have received all other documents, opinions or materials requested by the Lender, in each case, in form and
substance reasonably acceptable to the Administrative Agent.


 


4.2       Reference
to and Effect on the Credit Agreement.


 


(a)       On
and after the date hereof, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”
or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
This Agreement is hereby designated as a Loan Document for all purposes of the Loan Documents.


 


(b)       Except
as expressly set forth herein, no amendments, changes or modifications to any Loan Document, and each Loan Document is intended or implied,
and in all other respects each Loan Document is and shall continue to be in full force and effect and each such Loan Document is hereby
in all respects specifically ratified, restated and confirmed by all parties hereto as of the date hereof and no Loan Party shall be entitled
to any other further amendment by virtue of the provisions of this Agreement or with respect to the subject matter of this Agreement.
To the extent of conflict between the terms of this Agreement and the other Loan Documents, the terms of this Agreement shall control.
The Credit Agreement and this Agreement shall be read and construed as one agreement.


 


(c)       The
execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Administrative Agent and the Lenders, under any Loan Document.


 


4.3       Binding
Effect. This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors
and assigns.


 


4.4       Governing
Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced
in accordance with, the laws of the State of New York.


 






    3


     


    

 





4.5       RELEASE.
IN CONSIDERATION OF THIS AMENDMENT, THE LOAN PARTIES HEREBY IRREVOCABLY RELEASE AND FOREVER DISCHARGE THE ADMINISTRATIVE AGENT, EACH LENDER
AND EACH OF THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND
ATTORNEYS (EACH, A “RELEASED PERSON”) OF AND FROM ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS
AND CAUSES OF ACTION WHATSOEVER WHICH ANY LOAN PARTY MAY NOW HAVE OR CLAIM TO HAVE ON AND AS OF THE DATE HEREOF AGAINST ANY RELEASED PERSON,
WHETHER PRESENTLY KNOWN OR UNKNOWN, LIQUIDATED OR UNLIQUIDATED, SUSPECTED OR UNSUSPECTED, CONTINGENT OR NON-CONTINGENT, AND OF EVERY NATURE
AND EXTENT WHATSOEVER (COLLECTIVELY, “CLAIMS”) WITH RESPECT TO THE LOAN DOCUMENTS, OTHER THAN ANY CLAIM ARISING SOLELY
OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH RELEASED PERSON.


 


4.6
Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed
and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery
of an executed counterpart of a signature page of this Amendment by fax or other electronic imaging means shall be effective as delivery
of a manually executed counterpart of this Amendment.


 


4.7
Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part
hereof for any other purpose or be given any substantive effect.


 


[Remainder of page intentionally left blank]


 






    4


     


    

 





IN WITNESS THEREOF, the parties
hereto have caused Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.


 


	 	CHARLOTTE’S WEB, INC.,
    as the Borrower
	 	 
	 	By:	/s/
    Russel C. Hammer
	 	Name:	Russell C. Hammer
	 	Title:	Chief Financial Officer
	 	 
	 	CHARLOTTE’S WEB HOLDINGS,
    INC., as Holdings
	 	 
	 	By:	/s/ Russel C.
    Hammer
	 	Name;	Russell C. Hammer
	 	Title:	Chief Financial Officer


 


Acknowledge and agreed.


 


JPMORGAN CHASE BANK, N.A.


Individually as Lender and as Administrative


Agent


 


	By:	/s/
    Angela Leake	 
	Name:	Angela Leake	 
	Title:	Authorized Officer	 




 


[Signature page to Limited Waiver and Amendment No. 1 to Credit Agreement]


 






     


     


    

 


Conformed Copy of Credit Agreement- Amendment No. 1


 





Annex A

Credit Agreement


 


[Attached]


 









     


     


    

 


Conformed Copy of Credit Agreement- Amendment
No. 1


 


	 
	 	J.P. Morgan

     

    CREDIT AGREEMENT

     

    dated as of

     

    March 23, 2020

     

    among

     

    CHARLOTTE’S
    WEB, INC.

     

    The Lenders
    Party Hereto

     

    And

     

    JPMORGAN CHASE
    BANK, N.A.

    as Administrative Agent

     
	 
	 	JP
    MORGAN CHASE BANK, N.A.,

    as Sole Bookrunner and Sole Lead Arranger	 
	 	 	 
	

                                                

                                               ASSET BASED LENDING



 






     


     


    

 





TABLE OF CONTENTS


 


Page(s)


 


	ARTICLE I. Definitions	1
	 	 	 	 
	 	Section
    1.01	Defined Terms	1
	 	Section
    1.02	Classification of Loans and
    Borrowings	48
	 	Section
    1.03	Terms Generally	49
	 	Section
    1.04	Accounting Terms; IFRS	49
	 	Section
    1.05	Interest Rates; LIBOR Notification	50
	 	Section
    1.06	Status of Obligations	50
	 	 	 	 
	ARTICLE II. The Credits	51
	 	 	 	 
	 	Section
    2.01	Commitments	51
	 	Section
    2.02	Loans and Borrowings.	51
	 	Section
    2.03	Requests for Borrowings	52
	 	Section
    2.04	Protective Advances	52
	 	Section
    2.05	Overadvances	53
	 	Section
    2.06	Letters of Credit	54
	 	Section
    2.07	Funding of Borrowings	59
	 	Section
    2.08	Interest Elections	60
	 	Section
    2.09	Termination and Reduction of
    Commitments; Increase in Revolving Commitments	61
	 	Section
    2.10	Repayment and Amortization of
    Loans; Evidence of Debt	63
	 	Section
    2.11	Prepayment of Loans	63
	 	Section
    2.12	Fees	64
	 	Section
    2.13	Interest	65
	 	Section
    2.14	Alternate Rate of Interest;
    Illegality	66
	 	Section
    2.15	Increased Costs	68
	 	Section
    2.16	Break Funding Payments	69
	 	Section
    2.17	Withholding of Taxes; Gross-Up	69
	 	Section
    2.18	Payments Generally; Allocation
    of Proceeds; Sharing of Setoffs	73
	 	Section
    2.19	Mitigation Obligations; Replacement
    of Lenders	75
	 	Section
    2.20	Defaulting Lenders	76
	 	Section
    2.21	Returned Payments	78
	 	Section
    2.22	Banking Services and Swap Agreements	79
	 	 	 	 
	ARTICLE III. Representations and Warranties	79
	 	 	 	 
	 	Section
    3.01	Organization; Powers	79
	 	Section
    3.02	Authorization; Enforceability	79
	 	Section
    3.03	Governmental Approvals; No Conflicts	80
	 	Section
    3.04	Financial Condition; No Material
    Adverse Change	80
	 	Section
    3.05	Properties	80
	 	Section
    3.06	Litigation and Environmental
    Matters	81
	 	Section
    3.07	Compliance with Laws and Agreements;
    No Default	81
	 	Section
    3.08	Investment Company Status	81
	 	Section
    3.09	Taxes	81
	 	Section
    3.10	ERISA and Pension Plans	81
	 	Section
    3.11	Disclosure	82
	 	Section
    3.12	Material Agreements	82
	 	Section
    3.13	Solvency	82
	 	Section
    3.14	Insurance	83
	 	Section
    3.15	Capitalization and Subsidiaries	83
	 	Section
    3.16	Security Interest in Collateral	83
	 	Section
    3.17	Employment Matters	85
	 	Section
    3.18	Margin Regulations	84
	 	Section
    3.19	Use of Proceeds	84
	 	Section
    3.20	No Burdensome Restrictions	84
	 	Section
    3.21	Anti-Corruption Laws and Sanctions	84
	 	Section
    3.22	EEA Financial Institutions	84
	 	Section
    3.23	Plan Assets; Prohibited Transactions	84
	 	Section
    3.24	Affiliate Transactions	84
	 	Section
    3.25	Regulatory Matters	85
	 	Section
    3.26	Common Enterprise	87


 






    i


     


    

 


	ARTICLE IV. Conditions	88
	 	 	 	 
	 	Section
    4.01	Effective Date	88
	 	Section
    4.02	Each Credit Event	90
	 	 	 	 
	ARTICLE V. Affirmative Covenants	92
	 	 	 	 
	 	Section
    5.01	Financial Statements; Borrowing
    Base and Other Information	92
	 	Section
    5.02	Notices of Material Events	96
	 	Section
    5.03	Existence; Conduct of Business	97
	 	Section
    5.04	Payment of Obligations	97
	 	Section
    5.05	Maintenance of Properties	98
	 	Section
    5.06	Books and Records; Inspection
    Rights	98
	 	Section
    5.07	Compliance with Laws and Material
    Contractual Obligations	98
	 	Section
    5.08	Use of Proceeds	98
	 	Section
    5.09	Accuracy of Information	99
	 	Section
    5.10	Insurance	99
	 	Section
    5.11	Appraisals	99
	 	Section
    5.12	Casualty and Condemnation	100
	 	Section
    5.13	Depository Banks	100
	 	Section
    5.14	Additional Collateral; Further
    Assurances	100
	 	Section
    5.15	Cash Management Provisions	101
	 	Section
    5.16	Post-Closing Matters	102
	 	 	 	 
	ARTICLE VI. Negative Covenants	103
	 	 	 	 
	 	Section
    6.01	Indebtedness	103
	 	Section
    6.02	Liens	105
	 	Section
    6.03	Fundamental Changes	106
	 	Section
    6.04	Investments, Loans, Advances,
    Guarantees and Acquisitions	107
	 	Section
    6.05	Asset Sales	109
	 	Section
    6.06	Sale and Leaseback Transactions	110
	 	Section
    6.07	Swap Agreements	110
	 	Section
    6.08	Restricted Payments; Certain
    Payments of Indebtedness	110
	 	Section
    6.09	Transactions with Affiliates	112
	 	Section
    6.10	Restrictive Agreements	112
	 	Section
    6.11	Amendment of Material Documents	113
	 	Section
    6.12	Financial Covenants	113
	 	Section
    6.13	Pension Plan	113



 



    ii


     


    

 





	ARTICLE VII. Events of Default	113
	 	 	 	 
	ARTICLE VIII. The Administrative Agent	117
	 	 	 	 
	 	Section
    8.01	Authorization and Action	117
	 	Section
    8.02	Administrative Agent’s
    Reliance, Indemnification, Etc.	119
	 	Section
    8.03	Posting of Communications	120
	 	Section
    8.04	The Administrative Agent Individually	121
	 	Section
    8.05	Successor Administrative Agent	121
	 	Section
    8.06	Acknowledgements of Lenders
    and Issuing Banks	122
	 	Section
    8.07	Collateral Matters	123
	 	Section
    8.08	Credit Bidding	124
	 	Section
    8.09	Certain ERISA Matters	125
	 	Section
    8.10	Flood Laws	126
	 	 	 	 
	ARTICLE IX. Miscellaneous	126
	 	 	 	 
	 	Section
    9.01	Notices	126
	 	Section
    9.02	Waivers; Amendments	127
	 	Section
    9.03	Expenses; Indemnity; Damage
    Waiver	129
	 	Section
    9.04	Successors and Assigns	132
	 	Section
    9.05	Survival	136
	 	Section
    9.06	Counterparts; Integration; Effectiveness;
    Electronic Execution	136
	 	Section
    9.07	Severability	137
	 	Section
    9.08	Right of Setoff	137
	 	Section
    9.09	Governing Law; Jurisdiction;
    Consent to Service of Process	138
	 	Section
    9.10	WAIVER OF JURY TRIAL	139
	 	Section
    9.11	Headings	139
	 	Section
    9.12	Confidentiality	139
	 	Section
    9.13	Several Obligations; Nonreliance;
    Violation of Law	140
	 	Section
    9.14	USA PATRIOT Act	140
	 	Section
    9.15	Disclosure	140
	 	Section
    9.16	Appointment for Perfection	140
	 	Section
    9.17	Interest Rate Limitation	140
	 	Section
    9.18	No Fiduciary Duty, etc.	141
	 	Section
    9.19	Marketing Consent	141
	 	Section
    9.20	Acknowledgement and Consent
    to Bail-In of EEA Financial Institutions	142
	 	Section
    9.21	Acknowledgement Regarding Any
    Supported QFCs	142



 



    iii


     


    

 


	ARTICLE X. Loan Guaranty	143
	 	 	 	 
	 	Section
    10.01	Guaranty	143
	 	Section
    10.02	Guaranty of Payment	143
	 	Section
    10.03	No Discharge or Diminishment
    of Loan Guaranty	143
	 	Section
    10.04	Defenses Waived	144
	 	Section
    10.05	Rights of Subrogation	145
	 	Section
    10.06	Reinstatement; Stay of Acceleration	145
	 	Section
    10.07	Information	145
	 	Section
    10.08	Termination	145
	 	Section
    10.09	Taxes	145
	 	Section
    10.10	Maximum Liability	146
	 	Section
    10.11	Contribution	146
	 	Section
    10.12	Liability Cumulative	147
	 	Section
    10.13	Keepwell	147
	 	Section
    10.14	Termination	147




 






    iv


     


    

 





SCHEDULES:


 


Commitment Schedule


Schedule 3.05 – Properties, etc.


Schedule 3.06 – Disclosed Matters


Schedule 3.07 – Compliance with Laws and Agreements; No Default


Schedule 3.12 – Material Agreements


Schedule 3.14 – Insurance


Schedule 3.15 – Capitalization and Subsidiaries


Schedule 3.24 – Affiliate Transactions


Schedule 3.25(a) – Compliance with FDA and DEA Laws


Schedule 3.25(c) – Material Investigations


Schedule 3.25(d) – Commercialized Products


Schedule 3.25(e) – Regulatory Compliance


Schedule 3.25(g) – Manufacturing Products


Schedule 3.25(h) – Recalled Products


Schedule 3.25(i) – Manufacturing Agreements


Schedule 6.01 – Existing Indebtedness


Schedule 6.02 – Existing Liens


Schedule 6.04 – Existing Investments


Schedule 6.10 – Existing Restrictions


Schedule 6.12(b) – Minimum EBITDA


 


EXHIBITS:


 


Exhibit A – Assignment and Assumption


Exhibit B – Borrowing Request


Exhibit C – Reserved


Exhibit D-1 – U.S. Tax Compliance Certificate (For Foreign Lenders
That Are Not Partnerships For U.S. Federal Income Tax Purposes)


Exhibit D-2 – U.S. Tax Compliance Certificate (For Foreign Participants
That Are Not Partnerships For U.S. Federal Income Tax Purposes)


Exhibit D-3 – U.S. Tax Compliance Certificate (For Foreign Participants
That Are Partnerships For U.S. Federal Income Tax Purposes)


Exhibit D-4 – U.S. Tax Compliance Certificate (For Foreign Lenders
That Are Partnerships For U.S. Federal Income Tax Purposes)


Exhibit E – Compliance Certificate


Exhibit F – Joinder Agreement


Exhibit G – Borrowing Base Certificate


 






    v


     


    

 



 


CREDIT AGREEMENT dated as
of March 23, 2020 (as it may be amended or modified from time to time, this “Agreement”), among Charlotte’s Web,
Inc., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


The parties hereto agree as
follows:


 


ARTICLE
I.

Definitions


 


Section 1.01       
Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“Account”
has the meaning assigned to such term in the Security Agreement.


 


“Account
Debtor” means any Person obligated on an Account.


 


“Acquisition”
means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which any Loan Party (a)
acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise
or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority
(in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors or other similar
management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a
majority of the outstanding Equity Interests of a Person.


 


“Adjusted
LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or for any CBFR Borrowing, an interest rate
per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b)
the Statutory Reserve Rate.


 


“Adjusted
One Month LIBOR Rate” means, for any day, an interest rate per annum equal to the sum of (a) 2.50% per annum plus (b) the Adjusted
LIBO Rate for a one-month interest period on such day (or if such day is not a Business Day, the immediately preceding Business Day);
provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate at approximately
11:00 a.m. London time on such day; provided, further, that if the LIBO Screen Rate at such time shall be less than zero,
such rate shall be deemed to be zero for purposes of this Agreement.


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.


 


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


 






    


     


    

 


“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 specified Person.


 


“Agent
Indemnitee” has the meaning assigned to it in Section 9.03(c).


 


“Aggregate
Revolving Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from
time to time concerning or relating to bribery or corruption.


 


“Applicable
Parties” has the meaning assigned to it in Section 8.03(c).


 


“Applicable
Percentage” means, at any time with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or Overadvances,
a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment at such time and the denominator of
which is the aggregate Revolving Commitments at such time (provided that, if the Revolving Commitments have terminated or expired, the
Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate Revolving Exposure at such time) and
(b) with respect to Protective Advances, a percentage based upon its share of the Aggregate Revolving Exposure and the unused Commitments;
provided that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s
Commitment shall be disregarded in the calculations under clauses (a) and (b) above.


 


“Applicable
Rate” means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the case may
be, the applicable rate per annum set forth below under the caption “CB Floating Rate Spread”, or “REVLIBOR30/Eurodollar
Spread”, or “Commitment Fee Rate” as the case may be:


 


	CB Floating Rate Spread	 	 	REVLIBOR30/Eurodollar Spread	 	 	Commitment Fee Rate	 
	 	1.00	%	 	 	2.50	%	 	 	0.25	%




 


“Approved
Electronic Platform” has the meaning assigned to it in Section 8.03(a).


 


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


 


“Arranger”
means JPMorgan Chase Bank, N.A. in its capacity as sole bookrunner and sole lead arranger hereunder.


 


“Assignment
and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other
form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.


 






    2 


     


    

 


“Availability”
means, at any time, an amount equal to (a) the lesser of (i) the aggregate Revolving Commitments and (ii) the Borrowing Base minus
(b) the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable
Percentage of all outstanding Borrowings) minus (c) the aggregate amount of all outstanding trade payables of the Borrower
which have been unpaid for more than 60 days after the due date therefor (other than trade payables being contested or disputed by the
Borrower in good faith), all as determined by the Administrative Agent in its Permitted Discretion.


 


“Availability
Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date
of termination of the Revolving Commitments.


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of
any liability of an EEA Financial Institution.


 


“Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“Banking
Services” means each and any of the following bank services provided to any Loan Party or any Subsidiary by JPMorgan or any
of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and
purchasing cards), (b) stored value cards, (c) merchant processing services, and (d) treasury management services (including, without
limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts
and interstate depository network services and cash pooling services).


 


“Banking
Services Obligations” means any and all obligations of the Loan Parties or its Subsidiaries, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor) in connection with Banking Services.


 


“Banking
Services Reserves” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion
for Banking Services then provided or outstanding.


 


“Bankruptcy
Event” means, with respect to any Person, when such Person becomes the subject of a voluntary or involuntary bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors
or similar Person charged with the reorganization or liquidation of its business, appointed for it, or, in the good faith
determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof,
provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership
interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or
provides such Person with immunity from the jurisdiction of courts within the U.S. or from the enforcement of judgments or writs of
attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or
disaffirm any contracts or agreements made by such Person.


 






    3 


     


    

 


“Benchmark
Replacement” means the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based Rate) that has been selected by the
Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism
for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining
a rate of interest as a replacement to the LIBO Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement
Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed
to be zero for the purposes of this Agreement; provided further that any such Benchmark Replacement shall be administratively feasible
as determined by the Administrative Agent in its sole discretion.


 


“Benchmark
Replacement Adjustment” means the spread adjustment, or method for calculating or determining such spread adjustment, (which
may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration
to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the
replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving
or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit
facilities at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the form of a reduction to
the Applicable Rate).


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Alternate Base Rate,” the definition of “Interest Period,” timing
and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides
in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit
the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative
Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines
that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative
Agent decides is reasonably necessary in connection with the administration of this Agreement).


 


“Benchmark
Replacement Date” means the earlier to occur of the following events with respect to the LIBO Rate:


 


(1)       in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement
or publication of information referenced therein and (b) the date on which the administrator of the LIBO Screen Rate permanently or indefinitely
ceases to provide the LIBO Screen Rate; or


 






    4 


     


    

 


(2)       in
the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the LIBO Rate:


 


(1)       a
public statement or publication of information by or on behalf of the administrator of the LIBO Screen Rate announcing that such administrator
has ceased or will cease to provide the LIBO Screen Rate, permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide the LIBO Screen Rate;


 


(2)       a
public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate, the U.S. Federal
Reserve System, an insolvency official with jurisdiction over the administrator for the LIBO Screen Rate, a resolution authority with
jurisdiction over the administrator for the LIBO Screen Rate or a court or an entity with similar insolvency or resolution authority over
the administrator for the LIBO Screen Rate, in each case which states that the administrator of the LIBO Screen Rate has ceased or will
cease to provide the LIBO Screen Rate permanently or indefinitely, provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide the LIBO Screen Rate; or


 


(3)       a
public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate announcing that
the LIBO Screen Rate is no longer representative.


 


“Benchmark
Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement
Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th
day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such
prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the
case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to
the Borrower, the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders.


 


“Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with
respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the period (x)
beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBO
Rate for all purposes hereunder in accordance with Section 2.14 and (y) ending at the time that a Benchmark Replacement has replaced the
LIBO Rate for all purposes hereunder pursuant to Section 2.14.


 






    5 


     


    

 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership
Regulation.


 


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


 


“Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title
I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person
whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the
Code) the assets of any such “employee benefit plan” or “plan”.


 


“BHC Act
Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12
U.S.C. 1841(k)) of such party.


 


“Borrower”
means Charlotte’s Web, Inc., a Delaware corporation.


 


“Borrowing”
means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to
which a single Interest Period is in effect, (b) a Protective Advance and (c) an Overadvance.


 


“Borrowing
Base” means, at any time, the sum of (a) 85% of the Borrower’s Eligible Accounts at such time, plus (b) the lesser of
(i) up to the Eligible Inventory Percentage of the Borrower’s Eligible Inventory at such time, valued at the lower of cost or market
value, determined on a first-in-first-out basis and (ii) the product of NOLV Percentage multiplied by the Net Orderly Liquidation Value
percentage identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied by the Borrower’s Eligible
Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, plus 100% of the Borrower’s Eligible
Cash minus (c) Reserves. The maximum amount of Inventory which may be included as part of the Borrowing Base shall not exceed 50% of the
value of the Borrowing Base. The Administrative Agent may, in its Permitted Discretion, reduce the advance rates set forth above, adjust
Reserves or reduce one or more of the other elements used in computing the Borrowing Base.


 


“Borrowing
Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer, in substantially
the form of Exhibit G or another form which is acceptable to the Administrative Agent in its sole discretion.


 






    6 


     


    

 


“Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be substantially in the
form of Exhibit B hereto or any other form approved by the Administrative Agent.


 


“Burdensome
Restrictions” means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10.


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or
required by law to remain closed; provided that, when used in connection with a Eurodollar Loan or a Loan accruing interest at
REVLIBOR30 Rate without giving effect to the proviso contained in the definition for “REVLIBOR30 Rate”, the term “Business
Day” shall also exclude any day on which banks are not open for general business in London.


 


“Capital
Expenditures” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition
of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of Holdings and its Subsidiaries prepared
in accordance with IFRS, but excluding in each case any such expenditure (i) made with insurance proceeds, condemnation awards or damage
recovery proceeds, or (ii) constituting the purchase price of any Permitted Acquisition or
of the Permitted SB Transitions.


 


“Capital
Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified
and accounted for as capital leases or financing leases on a balance sheet of such Person under IFRS, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with IFRS.


 


“Cash Dominion
Period” means each period commencing upon a Cash Dominion Trigger Event and ending upon a Cash Dominion Termination Date.


 


“Cash Dominion
Termination Date” means the first (1st) day after a Cash Dominion Trigger Event on which both (i) no Default is continuing,
and (ii) Availability has been greater than $5,000,000, determined by the Administrative Agent as of the end of each day for thirty (30)
consecutive days.


 


“Cash Dominion
Trigger Event” shall occur when either (a) a Default or an Event of Default occurs or (b)(i) the Borrower has drawn a portion
of the Revolving Commitment and (ii) Availability is less than $5,000,000.


 


“CB Floating
Rate” means the Prime Rate; provided that the CB Floating Rate shall never be less than the Adjusted One Month LIBOR Rate on
such day (or if such day is not a Business Day, the immediately preceding Business Day). Any change in the CB Floating Rate due to a change
in the Prime Rate or the Adjusted One Month LIBOR Rate shall be effective from and including the effective date of such change in the
Prime Rate or the Adjusted One Month LIBOR Rate, respectively.


 






    7 


     


    

 


“CBFR”,
when used in reference to: (a) a rate of interest, refers to the REVLIBOR30 Rate and (b) any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the REVLIBOR30 Rate.


 


“Change
in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person, group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) or group
of Persons acting jointly or in concert (within the meaning of National Instrument 62-104 – Takeover Bids and Issuer Bids of the
Canadian Securities Administrators), of Equity Interests representing more than 51% of the aggregate ordinary voting power represented
by the issued and outstanding Equity Interests of Holdings; (b) occupation at any time of a majority of the seats (other than vacant seats)
on the board of directors of Holdings by Persons who were not (i) directors of Holdings on the date of this Agreement or appointed by
the board of directors of Holdings or (ii) appointed by directors so appointed or approved or (c) Holdings shall directly or indirectly
cease to own, free and clear of all Liens or other encumbrances (other than Permitted Encumbrances), 100% of the outstanding voting Equity
Interests of Borrower and each Subsidiary on a fully diluted basis.


 


“Change
in Law” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such
Lender becomes a party to this Agreement) of any of the following: (a) the adoption of 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) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any
lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline,
requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this
Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection
Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation
thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the
Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. 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.


 


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


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Protective Advances or Overadvances.


 


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


 






    8 


     


    

 


“Co-Documentation
Agent” means JPMorgan Chase Bank, N.A. in its capacity as syndication agent hereunder.


 


“Collateral”
means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of
any Loan Party, now existing or hereafter acquired, that may at any time be, become or be intended to be, subject to a security interest
or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties, to secure the Secured Obligations.


 


“Collateral
Access Agreement” has the meaning assigned to such term in the Security Agreement.


 


“Collateral
Deposit Account(s)” shall mean each deposit account maintained by a Loan Party with Administrative Agent into which cash, checks
or other similar payments relating to or constituting payments made in respect of Accounts are deposited.


 


“Collateral
Documents” means, collectively, the Security Agreement, the IP Security Agreement, the General Security Agreement and any other
agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens
to secure the Secured Obligations, including, without limitation, all other security agreements, pledge agreements, mortgages, deeds of
trust, loan agreements, notes, guarantees, subordination agreements, pledges, powers of attorney, consents, assignments, contracts, fee
letters, notices, leases, financing statements and all other written matter whether theretofore, now or hereafter executed by any Loan
Party and delivered to the Administrative Agent.


 


“Collection
Account” means an account with Administrative Agent into which all funds deposited into a Lock Box or other Collateral Deposit
Account will be swept on a daily basis.


 


“Commercialization”
means, with respect to any Product, any activities undertaken with respect to commercialization of such Product, including (a) advertising,
promoting, marketing, offering, selling, importing, exporting, transporting, and distributing such Product, (b) strategic marketing or
sales force detailing, educating, and liaising with the medical community, (c) obtaining necessary licenses and authorization from applicable
Governmental Authorities, (d) interacting with the FDA and other Governmental Authorities regarding any of the foregoing, and (e) producing,
Manufacturing and supplying such Product. “Commercialize” and “Commercialized” shall have comparable
meanings.


 


“Commitment”
means, with respect to each Lender, such Lender’s Revolving Commitment, together with the commitment of such Lender to acquire participations
in Protective Advances hereunder. The initial amount of each Lender’s Commitment is set forth on the Commitment Schedule,
or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York
Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed its Commitment, as applicable.


 






    9 


     


    

 


“Commitment
Schedule” means the Schedule attached hereto identified as such.


 


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


 


“Communications”
has the meaning assigned to such term in Section 8.03(c).


 


“Compliance
Certificate” means a certificate of a Financial Officer in substantially the form of Exhibit E.


 


“Compounded
SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate,
and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism to determine
the interest amount payable prior to the end of each interest period) being established by the Administrative Agent in accordance with:


 


(1)       the
rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining
compounded SOFR; provided that:


 


(2)       if,
and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above,
then the rate, or methodology for this rate, and conventions for this rate that the Administrative Agent determines in its reasonable
discretion are substantially consistent with any evolving or then-prevailing market convention for determining compounded SOFR for U.S.
dollar-denominated syndicated credit facilities at such time; provided, further, that if the Administrative Agent decides
that any such rate, methodology or convention determined in accordance with clause (1) or clause (2) is not administratively feasible
for the Administrative Agent, then Compounded SOFR will be deemed unable to be determined for purposes of the definition of “Benchmark
Replacement.”


 


“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
Revenue” means, as of any date of determination thereof, total revenue of Holdings and its Subsidiaries calculated in accordance
with GAAP on a consolidated basis as of such date.


 


“Consolidated
Total Assets” means, as of the date of any determination thereof, total assets of Holdings and its Subsidiaries calculated in accordance
with GAAP on a consolidated basis as of such date.


 


“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.


 






    10 


     


    

 


“Convertible
Debentures” means any replacement convertible debentures delivered pursuant to Section 3.3(c) of thee SB SPA.


 


“Corresponding
Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding
business day adjustment) as the applicable tenor for the applicable interest period with respect to the LIBO Rate.


 


“Covered
Entity” means any of the following:


 


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


 


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


 


(iii)       a
 “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.§ 382.2(b).


 


“Covered
Party” has the meaning assigned to it in Section 9.21.


 


“DEA”
means the United States Drug Enforcement Administration.


 


“DEA Laws”
means the Controlled Substances Act, 21 U.S.C. § 811 et seq. (“CSA”), the DEA’s implementing regulations, 21 C.F.R.
Part 1300 et seq., and DEA Guidances, policies, orders, and regulatory determinations.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.


 


“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 any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i)
fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Loan Party
any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the
Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition
precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified
the Borrower or any Loan Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply
with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is
based on such Lender’s good faith determination that a condition precedent (specifically identified and including the
particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which
it commits to extend credit, (c) has failed, within three Business Days after request by a Loan Party, acting in good faith, to
provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is
financially able to meet such obligations as of the date of certification) to fund prospective Loans and participations in then
outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon such Loan Party’s receipt of such certification in form and substance satisfactory to it and the
Administrative Agent, or (d) has become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action.


 






    11 


     


    

 


“Disclosed
Matters” means the actions, suits, proceedings and environmental matters disclosed in Schedule 3.06.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions
and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction
and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.


 


“Dividing
Person” has the meaning assigned to it in the definition of “Division.”


 


“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more
Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person
and pursuant to which the Dividing Person may or may not survive.


 


“Division
Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the
assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division.
A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor
upon the occurrence of such Division.


 


“Document”
has the meaning assigned to such term in the Security Agreement.


 


“dollars”
or “$” refers to lawful money of the U.S.


 


“Early
Opt-in Election” means the occurrence of:


 


(1)       (i)
a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to
the Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities being executed at such
time, or that include language similar to that contained in Section 2.14 are being executed or amended, as applicable, to incorporate
or adopt a new benchmark interest rate to replace the LIBO Rate, and


 


(2)       (i)
the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election has
occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and the
Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.


 






    12 


     


    

 


“EBITDA”
means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining
Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period, (iii) all amounts
attributable to depreciation and amortization expense for such period, (iv) any non-cash charges attributable to impairment of goodwill
or other intangible assets, impairment of long-lived assets and any extraordinary, unusual or non-recurring non-cash expenses or losses,
(v) non-cash expenses related to stock based compensation, (vi) fees and expenses directly incurred or paid in connection with (xw)
this Agreement, (yx)
the Permitted Acquisition in an aggregate amount not to exceed (A) $5,000,000 for legal, accounting, consulting and other similar fees
and expenses (excluding any termination fees payable by the Loan Parties if the Permitted Acquisition is not consummated), and (B) $3,000,000
for payments of severance, change-in-control payments, retention bonuses and other similar required payments, (y)
the Permitted SB Transactions in an aggregate amount not to exceed (A) $750,000 for legal, accounting, consulting and other similar fees
and expenses in connection with the execution of the SB OPA, and (B) $150,000 for legal,accounting,
consulting and other similar fees and expenses during any calendar year following the execution of the SB OPA with respect to the Permitted
SB Transactions, and (z) to the extent permitted hereunder, issuances or incurrence of Indebtedness, issuances of Equity Interests
or refinancing transactions and modifications of instruments of Indebtedness; provided that the aggregate amount of fees and expenses
added back pursuant to this clause (vi) shall not exceed 10% of EBITDA for any applicable Reference Period
period of four consecutive fiscal quarters in which EBITDA
is positive (prior to giving effect to the addback of such items pursuant to this clause (vi)), (vii) any non-recurring charges,
costs, losses, fees and expenses directly incurred or paid directly as a result of discontinued operations or any sale or disposition
of any asset of the Borrower or any of its Subsidiaries, (viii) any unrealized losses in respect of Swap Agreements, (ix) adjustments
relating to purchase price allocation accounting, (x) net losses (including all fees, expenses and charges related thereto) on the retirement
or extinguishment of indebtedness, (xi) one-time costs incurred in connection with the construction and build-out of the Borrower’s
facility at 700 Tech Court, Louisville, Colorado in an aggregate amount of up to $3,000,000, and (xii)
any other non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Net Income in
a prior period), and (xiii) non-recurring costs incurred in connection with
the sublease of (A) 1600 Pearl Street, Boulder, Colorado in the amount of $1,100,000, (B) 9335 & 9435 Elm Court, Denver, Colorado
in the amount of $400,000, and (C) 25 John A Cummings Way, Woonsocket, Rhode Island in the amount of $200,000, minus (b) without
duplication and to the extent included in Net Income, (i) any cash payments made during such period in respect of non-cash charges described
in clause (a)(xii) taken in a prior period, (ii) any extraordinary gains and any non-cash items of income for such period, (iii) any non-recurring
income or gains directly as a result of discontinued operations, (iv) any unrealized income or gains in respect of Swap, all calculated
for Holdings and its Subsidiaries on a consolidated basis in accordance with IFRS.


 






    13 


     


    

 


“ECP”
means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated
thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


 


“EEA Financial
Institution” means (a) any institution 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 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.


 


“Effective
Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).


 


“Electronic
Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted
by a Person with the intent to sign, authenticate or accept such contract or record.


 


“Electronic
System” means any electronic system, including e-mail, e-fax, web portal access for the Borrower and any other Internet or extranet-based
site, whether such electronic system is owned, operated or hosted by the Administrative Agent or the Issuing Bank and any of its respective
Related Parties or any other Person, providing for access to data protected by passcodes or other security system.


 


“Eligible
Accounts” means, at any time, the Accounts of the Borrower which the Administrative Agent determines in its Permitted Discretion
are eligible as the basis for the extension of Revolving Loans and the issuance of Letters of Credit. Without limiting the Administrative
Agent’s Permitted Discretion provided herein, Eligible Accounts shall not include any Account:


 


(a)       which
is not subject to a first priority perfected security interest in favor of the Administrative Agent;


 


(b)       which
is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not have
priority over the Lien in favor of the Administrative Agent;


 


(c)       with
respect to which the scheduled due date is more than ninety (90) days after the date of the original invoice therefor, (ii) which is
unpaid more than ninety (90) days after the date of the original invoice therefor or more than sixty (60) days after the original
due date therefor (“Overage”) (when calculating the amount under this clause (ii), for the same Account Debtor,
the Administrative Agent shall include the net amount of such Overage and add back any credits, but only to the extent that such
credits do not exceed the total gross receivables from such Account Debtor, or (iii) which has been written off the books of the
Borrower or otherwise designated as uncollectible;


 






    14 


     


    

 


(d)       which
is owing by an Account Debtor for which more than fifty percent (50%) of the Accounts owing from such Account Debtor and its Affiliates
are ineligible hereunder;


 


(e)       which
is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to the
Borrower exceeds fifteen percent (15%) of the aggregate Eligible Accounts (or, in the case, of CVS, Kroger, or other Account Debtors approved
by the Administrative Agent in its Permitted Discretion exceeds twenty percent (20%) of the aggregate amount of Eligible Accounts at any
one time);


 


(f)       with
respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached or
is not true in any material respect;


 


(g)       which
(i) does not arise from the sale of goods or performance of services in the ordinary course of business including pursuant to licensing
arrangements in Canada approved by the Administrative Agent in its Permitted Discretion, (ii) is not evidenced by an invoice or other
documentation satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii) represents a progress billing,
(iv) is contingent upon the Borrower’s completion of any further performance, (v) represents a sale on a bill-and-hold, guaranteed
sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments
of interest;


 


(h)       for
which the goods giving rise to such Account have not been shipped to or for the account of the Account Debtor or for which the services
giving rise to such Account have not been performed by the Borrower or if such Account was invoiced more than once;


 


(i)       with
respect to which any check or other instrument of payment has been returned uncollected for any reason;


 


(j)       which
is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian,
trustee, or liquidator of its assets, (ii) had possession of all or a material part of its property taken by any receiver,
custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization,
arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal
bankruptcy laws, (iv) admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become
insolvent, or (vi) ceased operation of its business, in each case only to the extent such condition is continuing;


 






    15 


     


    

 



 


(k)       which
is owed by any Account Debtor which has sold all or substantially all of its assets, unless the purchaser of such assets has assumed or
is otherwise liable for such Account;


 


(l)       which
is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is not organized under
applicable law of the U.S., any state of the U.S. or the District of Columbia, Canada, or any province of Canada unless, in any such case,
such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, and is directly drawable
by, the Administrative Agent;


 


(m)       which
is owed in any currency other than U.S. or Canadian dollars;


 


(n)       which
is owed by (i) any government (or any department, agency, public corporation, or instrumentality thereof) of any country other than the
U.S., unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, and is
directly drawable by, the Administrative Agent, or (ii) any government of the U.S., or any department, agency, public corporation, or
instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C.
 § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative Agent in such Account, have been complied
with to the Administrative Agent’s satisfaction;


 


(o)       which
is owed by any Affiliate of any Loan Party or any employee, officer, director, agent or stockholder of any Loan Party or any of its Affiliates;


 


(p)       which,
for any Account Debtor, exceeds a credit limit determined by the Administrative Agent in its Permitted Discretion, to the extent of such
excess;


 


(q)       which
is owed by an Account Debtor or any Affiliate of such Account Debtor to which the Borrower is indebted, but only to the extent of such
indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit
of an Account Debtor, in each case to the extent thereof; provided, that no Account that otherwise constitutes an Eligible Account shall
be rendered ineligible by virtue of this clause (q) to the extent, but only to the extent, that the Account Debtor’s right of setoff
is limited by an agreement that is satisfactory to the Administrative Agent in its Permitted Discretion;


 


(r)       which
is subject to any counterclaim, deduction, defense, setoff or dispute; provided, that no Account that otherwise constitutes an
Eligible Account shall be rendered ineligible by virtue of this clause (r) to the extent, but only to the extent, that the Account
Debtor’s right of setoff is limited by an agreement that is satisfactory to the Administrative Agent in its Permitted
Discretion;


 






    16 


     


    

 


(s)       which
is evidenced by any promissory note, chattel paper or instrument;


 


(t)       which
is owed by an Account Debtor (i) located in any jurisdiction which requires filing of a “Notice of Business Activities Report”
or other similar report in order to permit the Borrower to seek judicial enforcement in such jurisdiction of payment of such Account,
unless the Borrower has filed such report or qualified to do business in such jurisdiction or (ii) which is a Sanctioned Person;


 


(u)       with
respect to which the Borrower has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments
given in the ordinary course of business, or any Account which was partially paid and the Borrower created a new receivable for the unpaid
portion of such Account; provided, that only the amount of the reduction of any such Account shall be deemed ineligible by virtue of this
clause (u);


 


(v)       which
does not comply in all material respects with the requirements of all applicable laws and regulations, whether federal, state, provincial,
municipal or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation
Z of the Federal Reserve Board;


 


(w)       which
is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written
or oral) that indicates or purports that any Person other than the Borrower has or has had an ownership interest in such goods, or which
indicates any party other than the Borrower as payee or remittance party;


 


(x)       which
was created on cash on delivery terms; or


 


(y)       which
the Administrative Agent determines may not be paid by reason of the Account Debtor’s inability to pay or which the Administrative
Agent otherwise determines is unacceptable in its Permitted Discretion.


 


In the event that
an Account which was previously an Eligible Account ceases to be an Eligible Account hereunder, the Borrower shall notify the Administrative
Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate. In determining the
amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’s Permitted Discretion, be reduced
by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims,
credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount
that the Borrower may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or
oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Borrower to reduce the
amount of such Account.


 






    17 


     


    

 


“Eligible
Cash” means, at any time, unrestricted cash of the Borrower held in an account subject to a Blocked Account Control Agreement
in favor of the Administrative Agent, which the Administrative Agent determines in its Permitted Discretion is eligible as the basis for
the extension of Revolving Loans and the issuance of Letters of Credit.


 


“Eligible
Inventory” means, at any time, the Inventory of the Borrower which the Administrative Agent determines in its Permitted Discretion
is eligible as the basis for the extension of Revolving Loans and the issuance of Letters of Credit. Without limiting the Administrative
Agent’s Permitted Discretion provided herein, Eligible Inventory shall not include any Inventory:


 


(a)       which
is not subject to a first priority perfected Lien in favor of the Administrative Agent;


 


(b)       which
is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not have
priority over the Lien in favor of the Administrative Agent;


 


(c)       which
is, in the Administrative Agent’s Permitted Discretion, determined to be slow moving, obsolete, unmerchantable, defective, used,
unfit for sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable
due to age, type, category and/or quantity;


 


(d)       with
respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached or
is not true and which does not conform to all standards imposed by any Governmental Authority having regulatory authority over such Inventory;


 


(e)       in
which any Person other than the Borrower shall (i) have any direct or indirect ownership, interest or title or (ii) be indicated on any
purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein;


 


(f)       which
is not finished goods or bulk CBD oil or which constitutes work-in-process, raw materials (other than bulk CBD oil), packaging and shipping
material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold or ship-in-place goods, goods that are
returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type
held for sale in the ordinary course of business;


 


(g)       which
is not located in the U.S. or is in transit with a common carrier from vendors and suppliers;


 


(h)       which
is located in any location leased by the Borrower unless (A) (i) the lessor has delivered to the Administrative Agent a Collateral
Access Agreement or (ii) a Reserve for rent, charges and other amounts due or to become due with respect to such facility has been
established by the Administrative Agent in its Permitted Discretion and (B) at least One Hundred Thousand Dollars ($100,000) of
Inventory of the Borrower is located at such location;


 






    18 


     


    

 


(i)       which
is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced
by a Document, unless (A)(i) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such
other documentation as the Administrative Agent may require in its Permitted Discretion or (ii) an appropriate Reserve has been established
by the Administrative Agent in its Permitted Discretion and (B) at least One Hundred Thousand Dollars ($100,000) of Inventory of the Borrower
is located at such location;


 


(j)       which
is being processed offsite at a third party location or outside processor, or is in transit to or from such third party location or outside
processor unless such third party or outside processor has delivered to the Administrative Agent a Collateral Access Agreement and Reserves
have been established by the Administrative Agent in its Permitted Discretion;


 


(k)       which
is a discontinued product or component thereof;


 


(l)       which
is the subject of a consignment by the Borrower as consignor;


 


(m)       which
is on hand on or ninety (90) days prior to the expiration date for such Inventory as maintained in the Borrower’s inventory records
in the ordinary course of business;


 


(n)       which
contains or bears any intellectual property rights licensed to the Borrower unless the Administrative Agent is satisfied that it may sell
or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor,
or (iii) incurring any liability with respect to payment of royalties, other than royalties incurred pursuant to sale of such Inventory
under the current licensing agreement;


 


(o)       which
is not reflected in a current perpetual inventory report of the Borrower;


 


(p)       for
which reclamation rights have been asserted by the seller;


 


(q)       which
has been acquired from a Sanctioned Person; or


 


(r)       which
the Administrative Agent otherwise determines is unacceptable in its Permitted Discretion.


 


In the event that
Inventory which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, the Borrower shall notify the Administrative
Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate.


 






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“Eligible
Inventory Percentage” means as of any date prior to which the Administrative Agent or its designee has completed a satisfactory
inventory appraisal, 0%, and thereafter up to 60%.


 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements
issued, promulgated or entered into by any Governmental Authority, relating in any way to (i) the environment, (ii) preservation or reclamation
of natural resources, (iii) the management, Release or threatened Release of any Hazardous Material or (iv) health and safety matters.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of the Loan Parties directly or indirectly resulting from or based upon (a) any violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any exposure to
any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


“Equipment”
has the meaning assigned to such term in the Security Agreement.


 


“Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any of the foregoing, but excluding any debt securities convertible into any of the foregoing.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section
412 of the Code, is treated as a single employer under Section 414 of the Code.


 


“ERISA
Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued
thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure to satisfy
the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived;
(c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (d) the incurrence by the Borrower or any ERISA Affiliate of any liability under Title IV
of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan;
(f) the incurrence by the Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal of
the Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the
imposition upon the Borrower or any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent, in critical status or in reorganization, within the meaning of Title IV of ERISA.


 






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“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person),
as in effect from time to time.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at
a rate determined by reference to the Adjusted LIBO Rate.


 


“Event
of Default” has the meaning assigned to such term in Article VII.


 


“Excluded
Accounts” means deposit accounts to the extent such accounts are used exclusively to hold funds in trust for the benefit of
the applicable third parties, (a) escrow accounts and trust accounts, (b) payroll accounts, (c) accounts used for payroll taxes and/or
withheld income taxes, (d) accounts used for employee wage and benefit payments, (e) accounts pledged to secure performance (including
to secure letters of credit and bank guarantees) to the extent constituting Liens permitted by Section 6.02, and (f) accounts that are
swept to a zero balance on a daily basis to a deposit account that is subject to a control agreement in favor of the Administrative Agent
for the benefit of the Secured Parties;


 


“Excluded
Assets” means:


 


(a)       any
real property (including any leasehold interests therein);


 


(b)       assets
subject to certificates of title (other than motor vehicles subject to certificates of title; provided that perfection of security interests
in such motor vehicles shall be limited to the filing of UCC financing statements);


 


(c)       assets
in respect of which pledges and security interests are prohibited by applicable law, rule or regulation or agreements with any Governmental
Authority and approval or authorization from such Governmental Authority has not been obtained (other than to the extent that such prohibition
would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, 9409 or other applicable provisions of the UCC of any relevant
jurisdiction or any other applicable law); provided that, immediately upon the ineffectiveness, lapse or termination of any such prohibitions
(including by the grant of consent, license or other approval from the applicable Governmental Authority), such assets shall automatically
cease to constitute “Excluded Assets”;


 


(d)       any
lease, license or other agreement or any property subject to a purchase money security interest, similar arrangement or other
contractual restriction, to the extent that a grant of a security interest therein would violate or invalidate such lease, license
or agreement, purchase money or other arrangement or contractual restriction or creates a right of termination in favor of any other
party thereto (other than the Borrower or its Subsidiaries) until such time as any necessary waiver or consent has been obtained
(other than (i) proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC
notwithstanding such prohibition, (ii) to the extent that any such term has been waived or (iii) to the extent any such term would
be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of any relevant
jurisdiction or any other applicable law); provided that, immediately upon the ineffectiveness, lapse or termination of any such
express term (including by the grant of consent, approval or waiver from the applicable third party), such assets shall
automatically cease to constitute “Excluded Assets”;


 






    21 


     


    

 


(f)       any
 “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. §
1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act of an “Amendment to Allege
Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that and solely during the period,
if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues
from such intent-to-use application under applicable federal law;


 


(h)       more
than sixty-five percent (65.0%) of the issued and outstanding Equity Interests in any foreign Subsidiary of the Borrower so long as the
Borrower has sufficiently demonstrated to the Administrative Agent that a pledge of more than sixty-five percent (65.0%) of the issued
and outstanding Equity Interests of such foreign Subsidiary would result in material adverse tax consequences;


 


provided that, “Excluded
Assets” shall not include any proceeds, products, substitutions or replacements of Excluded Assets (unless such proceeds, products,
substitutions or replacements would otherwise constitute Excluded Assets).


 


“Excluded
Subsidiary” means a Subsidiary so long as such Subsidiary individually and all Excluded Subsidiaries in the aggregate do not contribute
greater than five percent (5%) of Consolidated Total Assets or five percent (5%) of Consolidated Revenue, as of the most recent fiscal
quarter of Holdings for which financial statements have been delivered pursuant to Section 5.01(b).


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of
the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest 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 of any thereof) by virtue of such Guarantor’s failure for any reason to constitute
an ECP at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would become effective with respect
to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply
only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes
illegal.


 






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“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from
a payment to a Recipient: (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 applicable 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, Letter of Credit or Commitment pursuant to a law in effect
on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment
request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that,
pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such
Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its
lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f), (d) any withholding Taxes imposed
under FATCA and (e), in the case of Holdings, any Taxes required to be deducted or withheld under the Income Tax Act from any payment
under the Loan Documents as a result of: (1) the Recipient (or beneficial holder of the Loan) not dealing at arm’s length (within
the meaning of the Income Tax Act) with the Borrower or a Guarantor, (2) the recipient
Recipient being a “specified non-resident shareholder”
of the Borrower or a Guarantor or not dealing at arm’s length with a “specified shareholder” of the Borrower or a Guarantor
(in each case within the meaning of the Income Tax Act) (other than where the non-arm’s length relationship arises, or where the
recipient is a Recipient
is a “specified non-resident shareholder”, or does not deal at arm’s length with a “specified shareholder”,
as a result of such Person having become a party to, received or perfected a security interest under, or received or enforced any rights
under, any Loan Document) or (3) a payment of “participating debt interest” (within the meaning of the Income Tax Act).


 


“Extenuating
Circumstance” means any period during which the Administrative Agent has determined in its sole discretion (a) that due to unforeseen
and/or nonrecurring circumstances, it is impractical and/or not feasible to submit or receive a Borrowing Request or Interest Election
Request by email or fax or through Electronic System, and (b) to accept a Borrowing Request or Interest Election Request telephonically.


 


“FATCA”
means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and
any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the
Code.


 






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“FDA”
means the United States Food and Drug Administration (and any foreign equivalent).


 


“FDA Good
Manufacturing Practices” means the current good manufacturing practices requirements as set forth in 21 C.F.R. Part 110, Part
111, Part 210, and/or Part 211, all FDA Guidance documents and policies implementing such regulations, and all Canadian or other foreign
equivalents thereto.


 


“FDA Laws”
means all applicable statutes, rules, regulations, standards, policies and orders administered or issued by FDA (and any foreign equivalent).


 


“FDA Registration
and Listing Requirements” means the registration and listing requirements set forth in 21 U.S.C. § 350d, all applicable
provisions of 21 C.F.R. Part 1 and related FDA Guidances, policies, and orders, and all similar Requirements of Law (and any foreign equivalent).


 


“FDCA”
means the Federal Food, Drug and Cosmetic Act, 21 U.S.C. § 201 et seq.


 


“Federal
Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions
by depositary institutions, as determined in such manner as shall be set forth on the Federal Reserve Bank of New York’s Website
from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that,
if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of
this Agreement.


 


“Federal
Reserve Bank of New York’s Website” means the website of the NYFRB at http://www.newyorkfed.org,
or any successor source.


 


“Federal
Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.


 


“Financial
Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.


 


“Fixed
Charge Coverage Ratio” means, at any date, the ratio of (a) EBITDA minus Unfinanced Capital Expenditures to (b)
Fixed Charges, all calculated for the period of twelve consecutive calendar months ended on such date (or, if such date is not the last
day of a calendar month, ended on the last day of the calendar month most recently ended prior to such date).


 


“Fixed
Charges” means, for any period, without duplication, cash Interest Expense, plus prepayments and scheduled principal
payments on Indebtedness actually made, plus expenses for taxes paid in cash, plus Restricted Payments paid
in cash, plus Capital Lease Obligation payments, all calculated for Holdings and its Subsidiaries on a consolidated basis
in accordance with IFRS.


 


“Fixtures”
has the meaning assigned to such term in the Security Agreement.


 






    24 


     


    

 


“Flood
Laws” has the meaning assigned to such term in Section 8.10.


 


“Foreign
Lender” means a Lender that is not a U.S. Person.


 


“Foreign
Subsidiary” means any Subsidiary of Holdings or the Borrower that is not a Domestic Subsidiary.


 


“Funding
Account” has the meaning assigned to such term in Section 4.01(h).


 


“GAAP”
means generally accepted accounting principles in the U.S.


 


“General
Security Agreement” means that certain General Security Agreement, dated as of the date hereof among Holdings and the Administrative
Agent, for the benefit of the Administrative Agent and the Secured Parties, as the same may be amended, restated, supplemented or otherwise
modified from time to time.


 


“Governmental
Authority” means the government of the U.S., any other nation or any political subdivision thereof, whether federal, state,
provincial, municipal 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.


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply
funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose
of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital
or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness
or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course
of business.


 


“Guaranteed
Obligations” has the meaning assigned to such term in Section 10.01.


 


“Guarantors”
means all Loan Guarantors and all non-Loan Parties who have delivered an Obligation Guaranty, and the term “Guarantor” means
each or any one of them individually.


 






    25 


     


    

 


“Hazardous
Materials” means: (a) any substance, material, or waste that is included within the definitions of “hazardous
substances,” “hazardous materials,” “hazardous waste,” “toxic substances,” “toxic
materials,” “toxic waste,” or words of similar import in any Environmental Law; (b) those substances listed as
hazardous substances by the United States Department of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments
thereto) or by the Environmental Protection Agency (or any successor agency) (40 C.F.R. Part 302 and amendments thereto) or any
other Governmental Authority; and (c) any substance, material, or waste that is petroleum, petroleum-related, or a petroleum
by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive, radioactive, freon gas,
radon, or a pesticide, herbicide, or any other agricultural chemical.


 


“Holdings”
means Charlotte’s Web Holdings, Inc. a British Columbia corporation. “IBA” has the meaning assigned to such term
in Section 1.05.


 


“IFRS”
means the body of pronouncements issued by the International Accounting Standards Board (IASB), including International Financial Reporting
Standards and interpretations approved by the IASB, International Accounting Standards and Standing Interpretations Committee interpretations
approved by the predecessor International Accounting Standards Committee and adapted for use in the European Union.


 


“Impacted
Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate.”


 


“Income
Tax Act” means the Income Tax Act (Canada), as amended from time to time.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances
of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of
such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title
retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase
price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness
of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees
by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise,
of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise,
of such Person in respect of bankers’ acceptances, (k) obligations under any earn-out (which for all purposes of this Agreement
shall be valued at the maximum potential amount payable with respect to each such earn-out), (l) any other Off-Balance Sheet Liability
and (m) obligations, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Swap Agreements, and (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction. The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness provide that such Person is not liable therefor.


 






    26 


     


    

 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation
of any Loan Party under any Loan Document and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.


 


“Indemnitee”
has the meaning assigned to such term in Section 9.03(b).


 


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


 


“Information”
has the meaning assigned to such term in Section 9.12.


 


“Interest
Election Request” means a request by the Borrower Representative to convert or continue a Revolving Borrowing in accordance
with Section 2.08.


 


“Interest
Expense” means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations)
of Holdings and its Subsidiaries for such period with respect to all outstanding Indebtedness of Holdings and its Subsidiaries (including
all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs
under Swap Agreements in respect of interest rates, to the extent such net costs are allocable to such period in accordance with IFRS),
calculated for Holdings and its Subsidiaries on a consolidated basis for such period in accordance with IFRS.


 


“Interest
Payment Date” means (a) with respect to any CBFR Loan, the first Business Day of each calendar month and the Maturity Date,
and (b) with respect to any Eurodollar Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a
part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the
last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period
and the Maturity Date.


 


“Interest
Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing and ending
on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as the Borrower may elect; provided
that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall
end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business
Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and thereafter, shall be the effective date of the most recent conversion or continuation of such Borrowing.


 






    27 


     


    

 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO
Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be
equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which
the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period
(for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time; provided that, if
any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Inventory”
has the meaning assigned to such term in the Security Agreement.


 


“IP Security
Agreement” means that certain Intellectual Property Security Agreement (including any and all supplements thereto), dated as
of the date hereof among the Loan Parties party thereto and the Administrative Agent, for the benefit of the Administrative Agent and
the Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“IRS”
means the United States Internal Revenue Service.


 


“Issuing
Bank” means, JPMorgan, in its capacity as the issuer of Letters of Credit hereunder. The Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include
any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall
cause such Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters of Credit). At any time there is more
than one Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing Bank, either Issuing Bank, each Issuing Bank,
the Issuing Bank that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context may require.


 


“Issuing
Bank Sublimit” means, as of the Effective Date, $1,000,000; provided that the Issuing Bank shall be permitted at any time to
increase or reduce its Issuing Bank Sublimit upon providing five (5) days’ prior written notice thereof to the Administrative Agent
and the Borrower.


 


“Joinder
Agreement” means a Joinder Agreement in substantially the form of Exhibit F.


 


“JPMorgan”
means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.


 


“LC Collateral
Account” has the meaning assigned to such term in Section 2.06(j).


 


“LC Disbursement”
means any payment made by an Issuing Bank pursuant to a Letter of Credit.


 


“LC
Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all standby Letters of Credit outstanding at
such time plus (b) the aggregate amount of all LC Disbursements relating to standby Letters of Credit that have not
yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its
Applicable Percentage of the aggregate LC Exposure at such time.


 






    28 


     


    

 


“Lenders”
means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant to
an Assignment and Assumption or otherwise, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and
Assumption or otherwise. Unless the context otherwise requires, the term “Lenders” includes the Issuing Bank.


 


“Letter
of Credit Agreement” has the meaning assigned to it in Section 2.06(b).


 


“Letters
of Credit” means the letters of credit issued pursuant to this Agreement, and the term “Letter of Credit”
means any one of them or each of them singularly, as the context may require.


 


“LIBO Rate”
means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any CBFR Borrowing, the LIBO Screen Rate at
approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that, if the
LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”), then
the LIBO Rate shall be the Interpolated Rate, subject to Section 2.14 in the event that the Administrative Agent shall conclude that it
shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error). Notwithstanding
the above, to the extent that “LIBO Rate” or “Adjusted LIBO Rate” is used in connection with an CBFR Borrowing,
such rate shall be determined as modified by the definition of Adjusted One Month LIBOR Rate.


 


“LIBO Screen
Rate” means, for any day and time, with respect to any Eurodollar Borrowing for any Interest Period or for any CBFR Borrowing,
the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration
of such rate for Dollars) for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02
of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor
or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided that, if the LIBO Screen
Rate as so determined would be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c)
in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.


 


“Liquidity”
means, as of any date of determination, an amount equal to unrestricted cash of the Borrower and its Subsidiaries held in an account of
the Borrower and its Subsidiaries with the Administrative Agent and subject to a perfected security interest in favor of the Administrative
Agent.


 






    29 


     


    

 


“Loan Documents”
means, collectively, this Agreement, each promissory note issued pursuant to this Agreement, each Letter of Credit Agreement, each Collateral
Document, each Compliance Certificate, the Loan Guaranty, any Obligation Guaranty, and each other agreement, instrument, document and
certificate executed and delivered to, or in favor of, the Administrative Agent or any Lender and including each other pledge, power of
attorney, consent, assignment, contract, notice, letter of credit agreement, letter of credit applications and any agreements between
the Borrower and the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between
the Borrower and the Issuing Bank in connection with the issuance of Letters of Credit, and each other written matter whether heretofore,
now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent
or any Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other
Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements
or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times
such reference becomes operative.


 


“Loan Guarantor”
means each Loan Party.


 


“Loan Guaranty”
means Article X of this Agreement.


 


“Loan Parties”
means, collectively, Holdings, the Borrower, the Borrower’s Subsidiaries other
than Excluded Subsidiaries and any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement and their
respective successors and assigns, and the term “Loan Party” shall mean any one of them or all of them individually, as the
context may require.


 


“Loans”
means the loans and advances made by the Lenders pursuant to this Agreement, including, Overadvances and Protective Advances.


 


“Lock Box”
has the meaning assigned to such term in Section 5.15(c).


 


“Manufacturing”
means, with respect to any Product, any or all of the manufacturing services for the manufacture of such Product, including testing and
releasing test material, compounds, raw materials or substances and packaging materials required or used in connection therewith, manufacturing,
packaging, labeling, storing, inspecting, release testing and stability storage and testing of such Product. “Manufacture”
and “Manufactured” shall have comparable meanings.


 


“Manufacturing
Agreement” has the meaning assigned to such term in Section 3.25(i).


 






    30 


     


    

 



 


“Margin
Stock” means margin stock within the meaning of Regulations T, U and X, as applicable.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of the Loan Parties
taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform any of its Obligations, (c) the Collateral, or the
Administrative Agent’s Liens (on behalf of itself and the other Secured Parties) on the Collateral or the priority of such Liens,
(d) any rights in or related to any material Product, individually, or the Products, taken as a whole, or the Commercialization, research
or development of any material Product, individually, or the Products, taken as a whole, (d) the rights of or benefits available to the
Administrative Agent, the Issuing Bank or the Lenders under any of the Loan Documents or (e) the sustainability or general economic conditions
affecting the Cannabidiol (CBD) industry as a whole.


 


“Material
Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap
Agreements, of any one or more of Holdings and its Subsidiaries in an aggregate principal amount exceeding $250,000. For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap
Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Swap Agreement were terminated at such time.


 


“Maturity
Date” means March 23, 2023, or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated
pursuant to the terms hereof.


 


“Maximum
Rate” has the meaning assigned to such term in Section 9.17.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Net Income”
means, for any period, the consolidated net income (or loss) determined for Holdings, Borrower and their Subsidiaries, on a consolidated
basis in accordance with IFRS; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date
it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary, (b) the income (or deficit) of any Person
(other than a Subsidiary) in which the Borrower or any Subsidiary has an ownership interest, except to the extent that any such income
is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings
of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the
time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such
Subsidiary.


 


“Net Orderly Liquidation
Value” means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined in a manner acceptable
to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.


 






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“Net Proceeds”
means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of
any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received,
(ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar
payments, minus (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection
with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction
or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay
Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii)
the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities
reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly
attributable to such event (as determined reasonably and in good faith by a Financial Officer).


 


“NOLV Percentage”
means as of any date prior to which the Administrative Agent or its designee has completed a satisfactory inventory appraisal, 0%, and
thereafter 85%.


 


“NYFRB”
means the Federal Reserve Bank of New York.


 


“NYFRB
Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank
Funding Rate in effect on such day(or for any day that is not a Business Day, for the immediately preceding Business Day); provided that
if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal
funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing
selected by it; provided, further, that if any of the aforesaid rates as so determined would be less than zero, such rate shall be deemed
to be zero for purposes of this Agreement.


 


“Obligated
Party” has the meaning assigned to such term in Section 10.02.


 


“Obligation
Guaranty” means any Guarantee of all or any portion of the Secured Obligations executed and delivered to the Administrative
Agent for the benefit of the Secured Parties by a guarantor who is not a Loan Party.


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such
proceeding), obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Issuing
Bank or any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or
indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising
by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in
respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments
at any time evidencing any thereof.


 






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


 


“Off-Balance
Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction
entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the
functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person
(other than operating leases).


 


“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 Taxes (other than a connection 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, Letter of Credit, or
any 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 2.19).


 


“Overadvance”
has the meaning assigned to such term in Section 2.05.


 


“Overnight
Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings
by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on the
Federal Reserve Bank of New York’s Website from time to time) and published on the next succeeding Business Day by the NYFRB as
an overnight bank funding rate.


 


“Paid in
Full” or “Payment in Full” means, (i) the indefeasible payment in full in cash of all outstanding Loans
and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the termination, expiration, or cancellation and
return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the
Administrative Agent of a cash deposit, or at the discretion of the Administrative Agent a backup standby letter of credit
satisfactory to the Administrative Agent and the Issuing Bank, in an amount equal to 105% of the LC Exposure as of the date of such
payment), (iii) the indefeasible payment in full in cash of the accrued and unpaid fees, if any, (iv) the indefeasible payment in
full in cash of all reimbursable expenses and other Secured Obligations (other than Unliquidated Obligations for which no claim has
been made and other obligations expressly stated to survive such payment and termination of this Agreement), together with accrued
and unpaid interest thereon, (v) the termination of all Commitments, and (vi) the termination of the Swap Agreement Obligations and
the Banking Services Obligations or entering into other arrangements satisfactory to the Secured Parties counterparties thereto.


 






    33 


     


    

 


“Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Participant”
has the meaning assigned to such term in Section 9.04(c).


 


“Participant
Register” has the meaning assigned to such term in Section 9.04(c).


 


“Payment
Condition” shall be deemed to be satisfied in connection with a Restricted Payment if:


 


(a)       no
Default or Event of Default has occurred and is continuing or would result immediately after giving effect to such Restricted Payment;


 


(b)       immediately
after giving effect to such Restricted Payment, the Borrower shall have (i) Availability calculated on a pro forma basis after giving
effect to such Restricted Payment of not less than $5,000,000, and (ii) a Fixed Charge Coverage Ratio for the trailing twelve months calculated
on a pro forma basis after giving effect to such Restricted Payment of not less than 1.00 to 1.00; and


 


(c)       Borrower
shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent
certifying as to the items described in (a) and (b) above and attaching calculations for item (b).


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Pension
Plan” means a plan or arrangement maintained, sponsored or funded by any Loan Party or in respect of which any Loan Party has
any liability, contingent or otherwise, in each case, that is or is intended to be a “registered pension plan” as such term
is defined in the Income Tax Act (including any such plan that contains a “defined benefit provision” as such term
is defined in the Income Tax Act).


 






    34 


     


    

 


“Permitted
Acquisition” means the Project Derma Acquisition subject to the satisfaction of the following requirements:


 


(a)       such
Acquisition is not a hostile or contested acquisition;


 


(b)       the
business acquired in connection with such Acquisition is not engaged, directly or indirectly, in any line of business other than the businesses
in which the Loan Parties are engaged on the Effective Date and any business activities that are substantially similar, related, or incidental
thereto;


 


(c)       both
before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations
and warranties in the Loan Documents is true and correct (except any such representation or warranty which relates to a specified prior
date) and no Default exists, will exist, or would result therefrom;


 


(d)       as
soon as available, but not less than fifteen (15) days prior to such Acquisition, the Borrower has provided the Administrative Agent (i)
notice of such Acquisition and (ii) a copy of all business and financial information reasonably requested by the Administrative Agent
including pro forma financial statements, statements of cash flow, and Availability projections;


 


(e)       if
the Accounts and Inventory acquired in connection with such Acquisition are proposed to be included in the determination of the Borrowing
Base, the Administrative Agent shall have conducted an audit and field examination of such Accounts and Inventory, the results of which
shall be satisfactory to the Administrative Agent;


 


(f)       the
aggregate consideration (excluding severance, change-in-control payments, retention bonuses and other similar required payments in connection
therewith) shall be paid solely in Equity Interests of Holdings;


 


(g)       if
such Acquisition is an acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person shall
become a Wholly-Owned Subsidiary of a Loan Party and a Loan Party pursuant to the terms of this Agreement;


 


(h)       if
such Acquisition is an acquisition of assets, such Acquisition is structured so that the Borrower or another Loan Party shall acquire
such assets;


 


(i)       if
such Acquisition is an acquisition of Equity Interests, such Acquisition will not result in any violation of Regulation U;


 


(j)       if
such Acquisition involves a merger or a consolidation involving the Borrower or any other Loan Party, the Borrower or such Loan Party,
as applicable, shall be the surviving entity;


 






    35 


     


    

 


(k)       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;


 


(l)       in
connection with an Acquisition of the Equity Interests of any Person, all Liens on property of such Person shall be terminated unless
the Administrative Agent and the Lenders in their sole discretion consent otherwise, and in connection with an Acquisition of the assets
of any Person, all Liens on such assets shall be terminated;


 


(m)       the
Borrower shall certify to the Administrative Agent and the Lenders (and provide the Administrative Agent and the Lenders with a pro forma
calculation in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) that, after giving effect to the
completion of such Acquisition, on a pro forma basis and at all times during the thirty (30)-day period prior to the consummation of such
Acquisition (i) Liquidity before and after giving effect to such Acquisition shall not be less than $25,000,000 and (ii) the Borrower
will be in compliance with the covenants contained in Section 6.12;


 


(o)       all
actions required to be taken with respect to any newly acquired or formed Wholly-Owned Subsidiary of the Borrower or a Loan Party, as
applicable, required under Section 5.14 shall have been taken; and


 


(p)       the
Borrower shall have delivered to the Administrative Agent the final executed documentation relating to such Acquisition within three (3)
days following the consummation thereof.


 


“Permitted
Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset
based lender) business judgment.


 


“Permitted
Encumbrances” means:


 


(a)       Liens
imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;


 


(b)       carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary
course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested in compliance with
Section 5.04;


 


(c)       pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other
social security laws or regulations;


 






    36 


     


    

 


(d)       deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case in the ordinary course of business;


 


(e)       judgment
Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and


 


(f)       easements,
zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business
that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the
ordinary conduct of business of the Borrower or any Subsidiary; provided that the term “Permitted Encumbrances” shall not
include any Lien securing Indebtedness, except with respect to clause (e) above.


 


“Permitted
Investments” means:


 


(a)       direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the U.S. (or by any agency thereof
to the extent such obligations are backed by the full faith and credit of the U.S.), in each case maturing within one year from the date
of acquisition thereof;


 


(b)       investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest
credit rating obtainable from S&P or from Moody’s;


 


(c)       investments
in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition thereof
issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the U.S. or any state thereof which has a combined capital and surplus and undivided profits of not less
than $500,000,000;


 


(d)       fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into
with a financial institution satisfying the criteria described in clause (c) above; and


 


(e)       money
market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company
Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.


 


“Permitted
SB Transactions” means the SB Transactions subject to the satisfaction of the following requirements:


 


(a)       both
before and after giving effect to the SB Transactions and the Loans (if any) requested to be made in connection therewith, each of
the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct with the same
effect as though made on and as of such date (it being understood and agreed that any representation or warranty which by its terms
is made as of a specified date shall be required to be true and correct only as of such specified date) and no Default exists, will
exist, or would result therefrom;


 






    37 


     


    

 


(b)       all
actions required to be taken with respect to any newly acquired Wholly-Owned Subsidiary of the Borrower or a Loan Party, as applicable,
required under Section 5.14 shall have been taken;


 


(c)       the
Borrower shall certify to the Administrative Agent and the Lenders (and provide the Administrative Agent and the Lenders with a pro forma
calculation in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) that, after giving effect to the
completion of such SB Transaction, on a pro forma basis and at all times during the thirty (30)-day period prior to the consummation of
such SB Transaction (i) Liquidity before and after giving effect to such SB Transaction shall not be less than $22,500,000 and (ii) the
Borrower will be in compliance with the covenants contained in Section 6.12;


 


(d)       with
respect to the exercise of the SB OPA, prior to such exercise, federal laws in the U.S. shall have been amended to permit the ‎general
cultivation, distribution ‎and possession of marijuana (as ‎defined in 21 U.S.C ‎802); and


 


(e)       if
the Accounts and Inventory acquired in connection with such Permitted SB Transaction are proposed to be included in the determination
of the Borrowing Base, the Administrative Agent shall have conducted an audit and field examination of such Accounts and Inventory, the
results of which shall be satisfactory to the Administrative Agent.


 


“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 (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Plan Asset
Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.


 


“PPSA”
means the Personal Property Security Act (British Columbia). “Prepayment Event” means:


 


(a)       any
Disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan Party or any Subsidiary, other
than Dispositions described in Section 6.05(a); or


 






    38 


     


    

 


(b)       any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property
or asset of any Loan Party or any Subsidiary with a fair value immediately prior to such event equal to or greater than $100,000; or


 


(c)       the
issuance by the Borrower of any Equity Interests, or the receipt by the Borrower of any capital contribution, other than any issuance
by the Borrower of common Equity Interests to, or receipt of any such capital contribution from, Holdings; or


 


(d)       the
incurrence by any Loan Party or any Subsidiary of any Indebtedness, other than Indebtedness permitted under Section 6.01.


 


“Prime
Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The
Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board 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 determined by the Administrative Agent) or any similar release by the Federal Reserve Board
(as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change
is publicly announced or quoted as being effective.


 


“Product”
means, collectively, the dietary supplement, food, beverage and cosmetic products containing hemp extract with naturally-occurring cannabidiol
(CBD) sold or distributed by Borrower and its Subsidiaries (or any successor products thereto).


 


“Project
Derma Acquisition” means, the Acquisition known as “Project Derma” which has been disclosed to the Administrative
Agent.


 


“Projections”
has the meaning assigned to such term in Section 5.01(d).


 


“Proposal Letter”
means that certain Senior Secured Credit Facility Term Sheet dated as of February 26, 2020 from JPMorgan to Charlotte’s Web, Inc.


 


“Protective Advance” has the
meaning assigned to such term in Section 2.04.


 


“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-Sider”
means a Lender whose representatives may trade in securities of the a Loan Party or its Controlling person or any of its Subsidiaries
while in possession of the financial statements provided by such Loan Party under the terms of this Agreement.


 


“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 assigned to it in Section 9.21.


 






    39 


     


    

 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the
time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect to such Swap
Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any
regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time
by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Recipient”
means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, or any combination thereof (as the context
requires).


 


“Refinance
Indebtedness” has the meaning assigned to such term in Section 6.01(f).


 


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


 


“Regulation
D” means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


“Regulation
T” means Regulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


“Regulation
U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


“Regulation
X” means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


“Regulatory
Agency” means a Governmental Authority with responsibility for the regulation of (including review and approval of product pre-market
applications) the manufacturing, distribution, marketing, advertising, and/or sale of foods, dietary supplements, animal foods, cosmetics,
pharmaceuticals, biologics or medical devices, and shall specifically include, without limitation, the FDA, the DEA, the Federal Trade
Commission (“FTC”), the Department of Justice (“DOJ”), analogous state regulatory authorities, and any applicable
foreign equivalents.


 


“Regulatory
Authorization” means (i) all affirmative approvals, licenses (including product or establishment licenses), registrations, clearances
or authorizations, and controlled substance scheduling determinations by or of any Regulatory Agency necessary for the development, Manufacture,
production, use, import, export, transport or sale of any Product; (ii) the ongoing absence of any adverse governmental inspection observations
alleging material violations of applicable laws or regulations; and (iii) the ongoing absence of any judicial decision against Holdings,
any of its subsidiaries, or any other company marketing CBD products directly to consumers in which the court rules pursuant to the FDCA
that CBD-containing products are illegal or ineligible for sale and marketing as “dietary supplements,” conventional food,
or as a component of either.


 






    40 


     


    

 


“Regulatory
Default” means any of the following:


 


(a)       the
commencement of any action or proceeding against Holdings, Borrower or any of their Subsidiaries which could reasonably be expected to
result in a Material Adverse Effect, or which challenges the validity of any claim in any patent or other intellectual property utilized
in connection with any Product that could reasonably be expected to materially and adversely affect the exploitation of (including the
ability to own or license) such Product by Holdings, Borrower or any of their Subsidiaries;


 


(b)       any
written notice that the FDA, the DEA, (or foreign equivalents) or other Regulatory Agency is limiting, suspending or revoking any Regulatory
Authorization, changing the market classification, materially changing the labeling of or otherwise materially restricting Manufacture
or Commercialization of any Product, or intends to undertake any of the foregoing;


 


(c)       Holdings,
Borrower or any of their Subsidiaries becoming subject to any administrative or regulatory enforcement action, warning letter, “untitled
letter”, receipt of a Form 483 or written notice of violation letter from the FDA, the DEA (or foreign equivalents) or other Regulatory
Agency, or any Product of Holdings, Borrower or any of their Subsidiaries being seized, withdrawn, recalled, detained or subject to a
suspension of Manufacturing, or the commencement of any proceedings in the United States seeking the withdrawal, recall, suspension, import
detention or seizure of any Product;


 


(d)       Holdings,
Borrower or any of their Subsidiaries becoming subject to any legal action by GW Pharmaceuticals, plc, an investigation or inquiry by
U.S. Federal Trade Commission, including without limitation an action regarding the legality of any Product, or the legality of any labeling,
marketing, or advertising claims made for any Product;


 


(e)       Entry
into force of a change in applicable Requirement of Law, or issuance by the FDA, the DEA or the FTC of any regulation or final order which
declares the Product or any analogous category of CBD-containing products to be unlawful as currently commercialized or in violation of
or non-compliance with FDA Laws or DEA Laws as currently commercialized;


 


(f)       A
determination and public announcement that the FDA has made an affirmative determination that the Product, or any analogous category of
CBD-containing products, to be “not safe” or to contain an unapproved or unsafe food additive under FDA Laws;


 


(g)       A
decision by a court holding that any Product or any analogous product or analogous category of CBD-containing products is, as a class
of products, unlawful or in violation of or non-compliance with, in each case, in any material respect, FDA Laws or DEA Laws; or


 


(h)       the
occurrence of any event (including the occurrence of a Manufacturing disruption) with respect to any Product, Holdings, Borrower or
any of their Subsidiaries which could reasonably be expected to result in a Material Adverse Effect.


 






    41 


     


    

 


“Related
Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers,
partners, members, trustees, employees, agents, administrators, managers, representatives and advisors of such Person and such Person’s
Affiliates.


 


“Release”
means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing,
or dumping of any substance into the environment.


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal
Reserve Board and/or the NYFRB or, in each case, any successor thereto.


 


“Report”
means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits pertaining
to the Borrower’s assets from information furnished by or on behalf of the Borrower, after the Administrative Agent has exercised
its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent.


 


“Required
Lenders” means, subject to Section 2.20, at any time, Lenders having Revolving Exposure and Unfunded Commitments representing
more than 66 2/3% of the sum of the Aggregate Revolving Exposure and Unfunded Commitments at such time; provided that, as long
as there are only two Lenders, Required Lenders shall mean both Lenders; provided further that, for purposes of declaring the Loans
to be due and payable pursuant to Article VII, and for all purposes after the Loans become due and payable pursuant to Article VII or
the Commitments expire or terminate, then, as to each Lender, the Unfunded Commitment of each Lender shall be deemed to be zero.


 


“Requirement
of Law” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws
or operating, management or partnership agreement, or other organizational or governing documents of such Person and (b) any statute,
law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any
arbitrator or court or other Governmental Authority (including Environmental Laws and FDA Laws), in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its property is subject.


 


“Reserves”
means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including,
without limitation, an availability reserve, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services
Reserves, volatility reserves, reserves for rent at locations leased by any Loan Party and for consignee’s,
warehousemen’s and bailee’s charges, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for
customs charges and shipping charges related to any Inventory in transit, reserves for Swap Agreement Obligations, reserves for
contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured,
un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation and reserves for taxes,
fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party.


 






    42 


     


    

 


“Responsible
Officer” means the president, Financial Officer or other executive officer of the Borrower.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity
Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund
or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests
or any option, warrant or other right to acquire any such Equity Interests, provided that the net exercise or net issuance of options
or restricted shares, respectively, to employees or directors shall not be a Restricted Payment.


 


“REVLIBOR30
Rate” means the London interbank offered rate administered by ICE Benchmark Administration (or any other Person that takes over
the administration of such rate for Dollars) for a one (1) month period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen
that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on
such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to
time as shall be selected by the Administrative Agent in its reasonable discretion; in each case the “REVLIBOR30 Screen Rate”)
at approximately 11:00 a.m., London time, two (2) Business Days prior to the first (1st) Business Day of each month, adjusted monthly
on the first (1st) Business Day of each month; provided that, (x) if the REVLIBOR30 Screen Rate shall be less than zero, such rate
shall be deemed to be zero for purposes of this Agreement and (y) if the REVLIBOR30 Screen Rate shall not be available at such time for
such a period, then the REVLIBOR30 Rate shall be equal to the CB Floating Rate.


 


“Revolving
Commitment” means, with respect to each Lender, the amount set forth on the Commitment Schedule opposite such Lender’s
name, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New
York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed its Revolving Commitment,
as applicable, as such Revolving Commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments
by or to such Lender pursuant to Section 9.04; provided, that at no time shall the Revolving Exposure of any Lender exceed its Revolving
Commitment. The initial aggregate amount of the Lenders’ Revolving Commitments is $10,000,000.


 


“Revolving
Exposure” means, with respect to any Lender, at any time, the sum of (a) the aggregate outstanding principal amount of
such Lender’s Revolving Loans and its LC Exposure at such time plus (b) an amount equal to its Applicable
Percentage of the aggregate principal amount of Protective Advances outstanding at such time plus (c) an amount equal
to its Applicable Percentage of the aggregate principal amount of Overadvances outstanding at such time.


 






    43 


     


    

 


“Revolving
Lender” means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated
or expired, a Lender with Revolving Exposure.


 


“Revolving
Loan” means a Loan made pursuant to Section 2.01(a).


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


“Sale and
Leaseback Transaction” has the meaning assigned to such term in Section 6.06.


 


“Sanctioned
Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time
of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office
of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or by the United Nations Security Council,
the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority,
(b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons
described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of
State, or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of
the United Kingdom, Global Affairs Canada, Public Safety Canada or other relevant sanctions authority.


 


“SB
OPA” means the Option Purchase Agreement, dated on or about March 1, 2021, among, inter alia, Holdings and Stanley Brothers.


 


“SB
SPA” means the Securities Purchase Agreement (as defined in the SB OPA).


 


“SB
Transaction Documents” means (i) the SB OPA, (ii) the SB Warrant, (iii) the SB SPA and (iv) each of the other transaction documents
entered into in connection therewith, in each case, in form and substance satisfactory to the Administrative Agent.


 


“SB
Transactions” means each of the transactions contemplated by the SB Transaction Documents.


 






    44 


     


    

 


“SB
Warrant” means the SB Warrant (as defined in the SB OPA).


 


“SEC”
means the Securities and Exchange Commission of the U.S.


 


“Secured
Obligations” means all Obligations, together with all (i) Banking Services Obligations and (ii) Swap Agreement Obligations owing
to one or more Lenders or their respective Affiliates; provided, however, that the definition of “Secured Obligations”
shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded
Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor.


 


“Secured
Parties” means (a) the Lenders, (b) the Administrative Agent, (c) each Issuing Bank, (d) each provider of Banking Services,
to the extent the Banking Services Obligations in respect thereof constitute Secured Obligations, (e) each counterparty to any Swap Agreement,
to the extent the obligations thereunder constitute Secured Obligations, (f) the beneficiaries of each indemnification obligation undertaken
by any Loan Party under any Loan Document and (g) the successors and assigns of each of the foregoing.


 


“Security
Agreement” means that certain Security Agreement (including any and all supplements thereto), dated as of the date hereof, among
the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other
pledge or security agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or
any other Loan Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties, as the same may
be amended, restated, supplemented or otherwise modified from time to time.


 


“SEDAR”
means the System for Electronic Document Analysis and Retrieval operated by the Canadian Securities Administrators.


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of the benchmark
(or a successor administrator), on the Federal Reserve Bank of New York’s Website.


 


“SOFR-Based
Rate” means SOFR, Compounded SOFR or Term SOFR.


 


“Stanley
Brothers” means Stanley Brothers USA Holdings, Inc., a Delaware corporation.


 


“Statements”
has the meaning assigned to such term in Section 2.18(f).


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of
which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or
supplemental reserves) established by the Federal Reserve Board to which the Administrative Agent is subject with respect to the
Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). Such
reserve percentages shall include those imposed pursuant to Regulation D of the Federal Reserve Board. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender under Regulation D of the Federal Reserve Board or any
comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.


 






    45 


     


    

 


“Subordinated
Indebtedness” of a Person means any Indebtedness of such Person, the payment of which is subordinated to payment of the Secured
Obligations to the written satisfaction of the Administrative Agent.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with IFRS as of such date, as well as any other corporation, limited
liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent and/or
one or more subsidiaries of the parent.


 


“Subsidiary”
means any direct or indirect subsidiary of the Borrower or a Loan Party, as applicable.


 


“Supported
QFC” has the meaning assigned to it in Section 9.21.


 


“Swap Agreement”
means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided
by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.


 


“Swap Agreement
Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent and howsoever
and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor), under (a) any Swap Agreement permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any cancellations, buy
backs, reversals, terminations or assignments of any Swap Agreement transaction permitted hereunder with a Lender or an Affiliate of a
Lender.


 


“Swap
Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or
regulations promulgated thereunder.


 






    46 


     


    

 


“Syndication
Agent” means JPMorgan Chase Bank, N.A. in its capacity as syndication agent hereunder.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added
taxes, or any other goods and services, use or sales taxes, or other similar assessments, fees or charges, in each case, imposed by any
Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Term SOFR”
means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Transactions”
means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of Loans and
other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, or the CB Floating Rate.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York or in any other state, the laws of which are
required to be applied in connection with the issue of perfection of security interests.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment; provided that, if the
Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed to be zero
for the purposes of this Agreement.


 


“Unfinanced
Capital Expenditures” means, for any period, Capital Expenditures made during such period which are not financed from the proceeds
of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital Expenditures are financed
with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures).


 


“Unfunded
Commitment” means, with respect to each Lender, the Revolving Commitment of such Lender less its Revolving Exposure.


 


“Unliquidated
Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated
at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter
of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation
to provide collateral to secure any of the foregoing types of obligations.


 






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“U.S.”
means the United States of America.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Special
Resolution Regime” has the meaning assigned to it in Section 9.21.


 


“U.S. Tax
Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


 


“USA PATRIOT
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001.


 


“Weekly
Reporting Period” shall mean each period commencing upon a Weekly Reporting Trigger Event and ending upon a Weekly Reporting
Termination Date.


 


“Weekly
Reporting Termination Date” shall mean the first (1st) date after a Weekly Reporting Trigger Event on which (i) no Default is
continuing, (ii) Availability has been greater than the greater of (a) $5,000,000 and (b) 20% of the Revolving Commitment, determined
by the Administrative Agent as of the end of each day for thirty (30) consecutive days and (iii) the Administrative Agent has confirmed
(i) and (ii) above, in its sole discretion.


 


“Weekly
Reporting Trigger Event” shall occur when either (i) an Event of Default occurs or (ii) Availability, as determined by the Administrative
Agent as of the end of any day, is less than the greater of (a) $5,000,000 and (b) 20% of the Revolving Commitment, in each case, in the
Administrative Agent’s sole discretion.


 


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan,
as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Write-Down
and Conversion Powers” means, 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.


 


Section 1.02       
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g.,
a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving
Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar
Revolving Borrowing”).


 






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Section 1.03        Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
 “include”, “includes” and “including” shall be deemed to be followed by the phrase
 “without limitation”. The word “law” shall be construed as referring to all statutes, rules, regulations,
codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected
Persons customarily comply) and all judgments, orders and decrees of all Governmental Authorities. The word “will” shall
be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions
on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute,
rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified
(including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such
Person’s successors and assigns (subject to any restrictions on assignments set forth herein) and, in the case of any
Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words
 “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits
and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (f) any
reference in any definition to the phrase “at any time” or “for any period” shall refer to the same time or
period for all calculations or determinations within such definition, and (g) 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.


 


Section 1.04       
Accounting Terms; IFRS.


 


(a)               Except
as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with IFRS,
as in effect from time to time; provided that, if after the date hereof the Loan Parties migrate to GAAP or there occurs any change
in IFRS or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent
that the Borrower requests an amendment to any provision hereof to eliminate the effect of such migration to GAAP or change in IFRS
or in the application thereof (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment
to any provision hereof for such purpose), regardless of whether any such notice is given before or after such migration to GAAP or
change in IFRS or in the application thereof, then such provision shall be interpreted on the basis of IFRS as in effect and applied
immediately before such migration or change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith. For the avoidance of doubt, the Loan Parties may on one occasion prior to the Maturity
Date (upon thirty (30) days’ prior written notice of such change) migrate from IFRS to GAAP and thereafter the Loan Parties
shall not be permitted to revert back to IFRS. Notwithstanding any other provision contained herein, all terms of an accounting or
financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i)
without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825-10-25 (or any
other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any
Indebtedness or other liabilities of any Loan Party, the Borrower or any Subsidiary at “fair value”, as defined therein
and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial
Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial
Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described
therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.


 






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(b)              
Notwithstanding anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,”
in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such
leases were in existence on the date hereof) that would constitute capital leases in conformity with IFRS on the date hereof shall be
considered capital leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered,
as applicable, in accordance therewith.


 


Section 1.05       
Interest Rates; LIBOR Notification. The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which
is derived from the London interbank offered rate (“LIBOR”). LIBOR is intended to represent the rate at which contributing
banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority
announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark
Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting
LIBOR. As a result, it is possible that commencing in 2022, LIBOR may no longer be available or may no longer be deemed an appropriate
reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector
industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR. In the event
a Benchmark Transition Event occurs, Section 2.12(c) of this Agreement provides a mechanism for determining an alternative rate of interest.
The Lender will notify the Borrower, pursuant to Section 2.12(c), in advance of any change to the reference rate upon which the interest
rate of Eurodollar Loans is based. However, the Lender does not warrant or accept any responsibility for, and shall not have any liability
with respect to, the administration, submission or any other matter related to LIBOR or other rates in the definition of “LIBO Rate”
or with respect to any alternative, successor rate thereto, or replacement rate thereof, including without limitation, whether the composition
or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic
equivalence of the LIBO Rate or have the same volume or liquidity as did LIBOR prior to its discontinuance or unavailability.


 


Section 1.06        Status
of Obligations. In the event that the Borrower or any other Loan Party shall at any time issue or have outstanding any
Subordinated Indebtedness, the Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary to
cause the Secured Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness
and to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or
potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the
foregoing, the Secured Obligations are hereby designated as “senior indebtedness” and as “designated senior
indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under which
such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms
of any such Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies
available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.


 






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ARTICLE
II.

The Credits


 


Section 2.01       Commitments.
Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans in dollars
to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s
Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the Aggregate Revolving Exposure exceeding the lesser of
(x) aggregate Revolving Commitments and (y) the Borrowing Base, subject to the Administrative Agent’s authority, in its sole discretion,
to make Protective Advances and Overadvances pursuant to the terms of Sections 2.04 and 2.05. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.


 


Section 2.02       Loans
and Borrowings.


 


(a)        Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance
with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall
not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall
be responsible for any other Lender’s failure to make Loans as required. Any Protective Advance and any Overadvance shall be made
in accordance with the procedures set forth in Sections 2.04 and 2.05.


 


(b)        Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of CBFR Loans or Eurodollar Loans as the Borrower
may request in accordance herewith, provided that all Revolving Borrowings made on the Effective Date must be made as CBFR Borrowings
but may be converted into Eurodollar Borrowings in accordance with Section 2.08. Each Lender at its option may make any Eurodollar Loan
by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions
of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise
of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c)        At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is
an integral multiple of $250,000 and not less than $500,000. CBFR Borrowings may be in any amount. Borrowings of more than one Type and
Class may be outstanding at the same time; provided that there shall not at any time be more than a total of six (6) Eurodollar Borrowings
outstanding.


 


(d)       Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or
continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.


 






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Section 2.03       Requests
for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request either in writing
(delivered by hand or fax) by delivering a Borrowing Request signed by a Responsible Officer of the Borrower or through Electronic
System, if arrangements for doing so have been approved by the Administrative Agent (or if an Extenuating Circumstance shall exist,
by telephone), (a) in the case of a Eurodollar Borrowing, not later than 10:00 a.m., Chicago time, three Business Days before the
date of the proposed Borrowing or (b) in the case of an CBFR Borrowing, not later than noon, Chicago time, on the date of the
proposed Borrowing; provided that any such notice of a Revolving Borrowing to finance the reimbursement of an LC Disbursement
as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., Chicago time, on the date of the proposed Borrowing. Each
such Borrowing Request shall be irrevocable and each such telephonic Borrowing Request, if permitted, shall be confirmed immediately
upon the cessation of the Extenuating Circumstance by hand delivery, facsimile or a communication through Electronic System to the
Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible
Officer of the Borrower. Each such written (or if permitted, telephonic) Borrowing Request shall specify the following information
in compliance with Section 2.02:


 


(i)             the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;


 


(ii)            the date of such Borrowing, which shall be a Business Day;


 


(iii)           whether such Borrowing is to be an CBFR Borrowing or a Eurodollar Borrowing; and


 


(iv)      in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the
definition of the term “Interest Period”.


 


If no election as to the Type of Revolving Borrowing
is specified, then the requested Revolving Borrowing shall be an CBFR Borrowing. If no Interest Period is specified with respect to any
requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


Section 2.04       Protective
Advances. (a) Subject to the limitations set forth below, the Administrative
Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall
have absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted
Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood
of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required
to be paid by the Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees,
and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to
as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall
not at any time exceed $2,000,000; provided further that, the Aggregate Revolving Exposure after giving effect to the Protective
Advances being made shall not exceed the Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth
in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in
and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be CBFR Borrowings. The making of a Protective
Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative
Agent’s authorization to make Protective Advances may be revoked at any time by 100% of the Lenders (other than any Defaulting
Lender). Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt
thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied,
the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time
the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).


 






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(b)       Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each
Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative
Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable
Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased
hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments
of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.


 


Section 2.05       Overadvances.


 


(a)       Any
provision of this Agreement to the contrary notwithstanding, at the request of the Borrower, the Administrative Agent may in its sole
discretion (but with absolutely no obligation), on behalf of the Revolving Lenders, (x) make Revolving Loans to the Borrower in amounts
that exceed Availability (any such excess Revolving Loans are herein referred to collectively as “Overadvances”) or
(y) deem the amount of Revolving Loans outstanding to the Borrower that are in excess of Availability to be Overadvances; provided that,
no Overadvance shall result in a Default due to Borrowers’Borrower’s
failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this paragraph,
but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the condition precedent set forth
in Section 4.02(c) has not been satisfied. All Overadvances shall constitute CBFR Borrowings. The making of an Overadvance on any one
occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion. The authority of the Administrative
Agent to make Overadvances is limited to an aggregate amount not to exceed $2,000,000 at any time, no Overadvance may remain outstanding
for more than thirty (30) days and no Overadvance shall cause any Revolving Lender’s Revolving Exposure to exceed its Revolving
Commitment; provided that, the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances.
Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.


 






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(b)       Upon
the making of an Overadvance (whether before or after the occurrence of a Default and regardless of whether a Settlement has been
requested with respect to such Overadvance), each Revolving Lender shall be deemed, without further action by any party hereto, to
have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and
participation in such Overadvance in proportion to its Applicable Percentage of the Revolving Commitment. The Administrative Agent
may, at any time, require the Revolving Lenders to fund their participations. From and after the date, if any, on which any
Revolving Lender is required to fund its participation in any Overadvance purchased hereunder, the Administrative Agent shall
promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all
proceeds of Collateral received by the Administrative Agent in respect of such Overadvance.


 


Section 2.06       
Letters of Credit.


 


(a)        General.
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated in dollars
as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative
Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between
the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of
this Agreement shall control. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to
issue, and shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity
or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any
Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment
or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing
such Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive (whether or not having the
force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank
refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank
with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated
hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was
not applicable on the Effective Date and which the Issuing Bank in good faith deems material to it, or (iii) if the issuance of such
Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally; provided that, notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,
requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules,
guidelines, requirements 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 not to be in effect on the Effective Date for purposes of clause (ii) above, regardless of the date enacted, adopted,
issued or implemented.


 






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(b)       Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit through Electronic
System, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three
Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which
such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the
name and address of the beneficiary thereof, and such other information as shall be necessary to prepare, amend, renew or extend
such Letter of Credit. In addition, as a condition to any such Letter of Credit issuance, the Borrower shall have entered into a
continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of
credit application, in each case, as required by the Issuing Bank and using such Issuing Bank’s standard form (each, a
 “Letter of Credit Agreement”). A Letter of Credit shall be issued, amended, renewed or extended only if (and upon
issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that),
after giving effect to such issuance, amendment, renewal or extension the aggregate LC Exposure shall not exceed $500,000, (ii) no
Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving Exposure shall
not exceed the aggregate Revolving Commitments. Notwithstanding the foregoing or anything to the contrary contained herein, no
Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding
LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s
Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and
agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual
Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good
faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall
nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit
of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section
2.06(b).


 


(c)        Expiration
Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to the beneficiary
thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one year
after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.


 


(d)        Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each
Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance
of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the
account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to
be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance
of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.


 






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(e)        Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse
such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 11:00 a.m., Chicago
time, on (i) the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 9:00 a.m.,
Chicago time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if
such notice is received after 9:00 a.m., Chicago time, on the day of receipt; provided that, the Borrower may, subject to the conditions
to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Revolving Borrowing 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 Revolving Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each
Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof, and such Lender’s
Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent
its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans
made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and
the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following
receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute
such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Bank, then to such Lenders and the Issuing Bank, as their interests may appear. Any payment made by a Revolving Lender pursuant
to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of Revolving Loans as contemplated above)
shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.


 


(f)         Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any
and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter
of Credit Agreement or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under
a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in
any respect, (iii) any payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that
does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower’s obligations hereunder. None of the Administrative Agent, the Revolving
Lenders or the Issuing Bank, or any of their respective Related Parties, shall have any liability or responsibility by reason of or
in connection with the issuance or transfer of any Letter of Credit, or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including
any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank
from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive
damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the
Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse
to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of
Credit.


 






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(g)       Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand
for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed
by fax or through Electronic Systems) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation
to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.


 


(h)        Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum
then applicable to Revolving Loans and such interest shall be due and payable on the date when such reimbursement is due; provided
that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c)
shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on
and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be
for the account of such Lender to the extent of such payment.


 






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(i)         Replacement
and Resignation of an Issuing Bank. (i) The Issuing Bank may be replaced at any time by written agreement among the Borrower,
the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the
Revolving Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower
shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the
effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank
under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous
Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall
remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit.


 


(i)             Subject
to the appointment and acceptance of a successor Issuing Bank, the Issuing Bank may resign as an Issuing Bank at any time upon thirty
days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such resigning Issuing Bank
shall be replaced in accordance with Section 2.06(i) above.


 


(j)         Cash Collateralization. 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 demanding the deposit of cash collateral pursuant to this paragraph, the
Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the
Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the amount of the LC Exposure as
of such date plus 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 (h) or (i) of Article VII. The Borrower also shall
deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit
shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower
hereby grants the Administrative Agent a security interest in the LC Collateral Account and all moneys or other assets on deposit therein
or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option
and sole 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 LC Collateral Account. Moneys in the LC Collateral Account shall be applied
by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent
not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or,
if the maturity of the Loans has been accelerated, be applied to satisfy other Secured Obligations. 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 such Events of Default have been cured or waived
as confirmed in writing by the Administrative Agent.


 






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(k)      Issuing Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank
shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent
(i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters
of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations and cancelations
and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues, amends, renews or extends
any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the stated amount of the Letters of Credit issued,
amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether
the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date and
amount of such LC Disbursement, (iv) on any Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed
to such Issuing Bank on such day, the date of such failure and the amount of such LC Disbursement, and (v) on any other Business Day,
such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.


 


(l)         LC Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the
terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof 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 the time of determination.


 


(m)       Letters
of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any
obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,”
 “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any
rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect
of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder for such Letter
of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account
of the Borrower and (ii) 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 such Letters of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives
substantial benefits from the businesses of such Subsidiaries.


 


Section 2.07       Funding
of Borrowings.


 


(a)        Each
Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof solely by wire transfer of immediately available
funds by 2:00 p.m., Chicago time, to the account of the Administrative Agent most recently designated by it for such purpose by notice
to the Lenders in an amount equal to such Lender’s Applicable Percentage. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to the Funding Account(s);
provided that Revolving Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(e) shall
be remitted by the Administrative Agent to the Issuing Bank and (ii) a Protective Advance or an Overadvance shall be retained by the
Administrative Agent.


 






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(b)        Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such
Lender will not make available to the Administrative Agent such 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 paragraph (a) of this Section 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 each severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date
such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to Revolving Loans. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing; provided, that
any interest received from the Borrower by the Administrative Agent during the period beginning when Administrative Agent funded the Borrowing
until such Lender pays such amount shall be solely for the account of the Administrative Agent.


 


Section 2.08       
Interest Elections.


 


(a)        Each
Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing
to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all
as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in
which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Protective Advances or Overadvances,
which may not be converted or continued.


 


(b)        To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election either in writing
(delivered by hand or fax) by delivering an Interest Election Request signed by a Responsible Officer of the Borrower, or through Electronic
System if arrangements for doing so have been approved by the Administrative Agent (or if an Extenuating Circumstance shall exist, by
telephone) by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the
Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable
and each such telephonic Interest Election Request, if permitted, shall be confirmed immediately upon the cessation of the Extenuating
Circumstance by hand delivery, Electronic System or facsimile to the Administrative Agent of a written Interest Election Request in a
form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower.


 









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(c)              
 Each written (or if permitted, telephonic) Interest Election Request (including requests submitted through Electronic System)
shall specify the following information in compliance with Section 2.02:


 


(i)               
the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant
to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)             
the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)           
whether the resulting Borrowing is to be an CBFR Borrowing or a Eurodollar Borrowing; and


 


(iv)            
if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such
election, which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election
Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an
Interest Period of one month’s duration.


 


(d)              
Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof
and of such Lender’s portion of each resulting Borrowing.


 


(e)              
If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of
the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be converted to an CBFR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred
and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless
repaid, each Eurodollar Borrowing shall be converted to an CBFR Borrowing at the end of the Interest Period applicable thereto.


 


Section 2.09       
Termination and Reduction of Commitments; Increase in Revolving Commitments.


 


(a)              
Unless previously terminated, all the Revolving Commitments shall terminate on the Maturity Date.


 


(b)              
The Borrower may at any time terminate the Revolving Commitments upon the Payment in Full of the Secured Obligations.


 


(c)             
 The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving
Commitments shall be in an amount that is an integral multiple of $500,000 and not less than $500,000 and (ii) the Borrower shall not
terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance
with Section 2.11, the Aggregate Revolving Exposure would exceed the lesser of the aggregate Revolving Commitments and the Borrowing Base.


 






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(d)              
The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph
(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of
the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness
of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior
to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be
permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.


 


(e)              
The Borrower shall have the right to increase the Revolving Commitments by obtaining additional Revolving Commitments, either from
one or more of the Lenders or another lending institution provided that (i) any such request for an increase shall be in a minimum amount
of $5,000,000, (ii) the Borrower may make a maximum of two (2) such requests, (iii) after giving effect thereto, the sum of the total
of the additional Commitments does not exceed $10,000,000, (iv) the Administrative Agent and the Issuing Bank have approved the identity
of any such new Lender, such approvals not to be unreasonably withheld, (v) any such new Lender assumes all of the rights and obligations
of a “Lender” hereunder, and (vi) the procedure described in Section 2.09(f) have been satisfied. Nothing contained in this
Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder
at any time.


 


(f)               
Any amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and
shall only require the written signatures of the Administrative Agent, the Borrower and each Lender being added or increasing its Commitment.
As a condition precedent to such an increase or addition, the Borrower shall deliver to the Administrative Agent (i) a certificate of
each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party
approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such
increase or addition, (1) the representations and warranties contained in Article III and the other Loan Documents are true and correct,
except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, (2) no Default exists and (3) the Borrower is in compliance (on a pro forma basis) with the covenants contained
in Section 6.12 and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by
the Administrative Agent.


 


(g)              
 On the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of any newly added Lender,
extending) its Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the
Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to
such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding
Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative
Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal,
interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative
Agent, in order to effect such reallocation and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving
Loans as of the date of any increase (or addition) in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving
Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements
of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment
of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrower
pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Within
a reasonable time after the effective date of any increase or addition, the Administrative Agent shall, and is hereby authorized and directed
to, revise the Commitment Schedule to reflect such increase or addition and shall distribute such revised Commitment Schedule to each
of the Lenders and the Borrower, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part
of this Agreement.


 






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Section 2.10       
Repayment and Amortization of Loans; Evidence of Debt.


 


(a)              
The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the
then unpaid principal amount of each Revolving Loan on the Maturity Date, (ii) to the Administrative Agent the then unpaid amount of each
Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent and (iii) to the Administrative Agent the
then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the thirtieth (30th) day after such
Overadvance is made.


 


(b)              
On each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account on the immediately preceding
Business Day (at the discretion of the Administrative Agent, whether or not immediately available), first to prepay any Protective
Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans and to cash collateralize
outstanding LC Exposure; provided, that so long as no Cash Dominion Period is in effect, such collected funds will be swept to
Borrower’s primary operating account with the Administrative Agent (unless otherwise agreed by the Administrative Agent in its sole
discretion) until the commencement of a Cash Dominion Period. Notwithstanding the foregoing, to the extent any funds credited to the Collection
Account constitute Net Proceeds, the application of such Net Proceeds shall be subject to Section 2.11(c).


 


(c)              
 Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower
to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder.


 


(d)              
The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class
and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof.


 


(e)              
The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans
in accordance with the terms of this Agreement.


 


(f)               
Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute
and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form.


 


Section 2.11       
Prepayment of Loans.


 


(a)              
The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior
notice in accordance with paragraph (e) of this Section and, if applicable, any break funding expenses under Section 2.16.


 


(b)              
Except for Overadvances permitted under Section 2.05, in the event and on such occasion that the Aggregate Revolving Exposure exceeds
the aggregate Revolving Commitments, the Borrower shall prepay the Revolving Loans, and/or LC Exposure (or, if no such Borrowings are
outstanding, deposit cash collateral in the LC Collateral Account in an aggregate amount equal to such excess, in accordance with Section
2.06(j)). In addition, except for Overadvances permitted under Section 2.05, in the event and on such occasion that the Revolving Exposure
of a Borrower exceeds the lesser of (i) the Revolving Commitment and (ii) the Borrowing Base of such Borrower, such Borrower shall prepay
the Revolving Loans and LC Exposure in an aggregate amount equal to such excess.


 






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(c)              
In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment
Event, the Borrower shall, immediately after such Net Proceeds are received by such Loan Party, prepay the Obligations and cash collateralize
the LC Exposure as set forth in Section 2.11(d) below in an aggregate amount equal to such Net Proceeds.


 


(d)              
 All such amounts paid pursuant to Section 2.11(c) shall be applied, first to prepay any Protective Advances and Overadvances
that may be outstanding, pro rata, second to prepay the Revolving Loans without a corresponding reduction in the Revolving Commitments,
and third to cash collateralize outstanding LC Exposure.


 


(e)              
The Borrower Representative shall notify the Administrative Agent by telephone (confirmed by fax) or through Electronic System
of any prepayment hereunder not later than (i) 10:00 a.m., Chicago time, (A) in the case of prepayment of a Eurodollar Borrowing, three
(3) Business Days before the date of prepayment, or (B) in the case of prepayment of a CBFR Borrowing, one (1) Business Day before the
date of prepayment. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise
the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted
in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing
shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest
to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.


 


Section 2.12       
Fees.


 


(a)              
The Borrower agrees to pay to the Administrative Agent a commitment fee for the account of each Revolving Lender, which shall accrue
at the Applicable Rate on the average daily amount of the undrawn portion of the Revolving Commitment of such Lender during the period
from and including the Effective Date to but excluding the date on which the Lenders’ Revolving Commitments terminate; it being
understood that the LC Exposure of a Lender shall be included in the drawn portion of the Revolving Commitment of such Lender for purposes
of calculating the commitment fee. Accrued commitment fees shall be payable monthly in arrears on the first Business Day following the
last day of the prior calendar month of each year and on the date on which the Revolving Commitments terminate, commencing on the first
such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day).


 


(b)               The
Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to
its participations in Letters of Credit, at a per annum rate equal to 2.50%, which shall accrue on the daily amount of such
Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and
including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and
the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the
rate of 0.125% per annum on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing
Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any
LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment,
cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year
shall be payable on the first Business Day following such last day, commencing on the first such date to occur after the Effective
Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees
accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the
Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).


 






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(c)              
The Borrower agrees to pay to the Administrative Agent on the Effective Date, an underwriting fee payable in an aggregate amount
as set forth in the Proposal Letter.


 


(d)              
All fees payable hereunder shall be paid on the dates due, in dollars in immediately available funds, to the Administrative Agent
(or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to
the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.


 


Section 2.13       
Interest.


 


(a)              
The Loans comprising each CBFR Borrowing shall bear interest at the CB Floating Rate plus the Applicable Rate.


 


(b)              
The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect
for such Borrowing plus the Applicable Rate.


 


(c)              
Each Protective Advance and each Overadvance shall bear interest at the CBFR plus the Applicable Rate for Revolving Loans plus
2%.


 


(d)              
Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required
Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding
any provision of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in interest rates), declare
that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2% plus the rate applicable
to such fee or other obligation as provided hereunder.


 


(e)              
Accrued interest on each Loan, accrued through the last day of the prior calendar month, shall be payable in arrears on each Interest
Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i)
interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment
of any CBFR Loan (other than a prepayment of a Revolving Loan prior to the end of the Availability Period), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.


 






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(f)               
 All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the
CB Floating Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year)], and in each case shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). The applicable CB Floating Rate, Adjusted
LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


Section 2.14       
Alternate Rate of Interest; Illegality.


 


(a)              
If prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(i)                
the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation,
by means of an Interpolated Rate or because the LIBO Screen Rate is not available or published on a current basis); provided that no Benchmark
Transition Event shall have occurred at such time; or


 


(ii)             
the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, will not
adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or Loan) included in such Borrowing
for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time;


 


then the Administrative Agent
shall give notice thereof to the Borrower and the Lenders through Electronic System as provided in Section 9.01 as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice
no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing
as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid or converted into a CBFR Borrowing on
the last day of the then current Interest Period applicable thereto, and (B) if any Borrowing Request requests a Eurodollar Borrowing,
such Borrowing shall be made as a CBFR Borrowing.


 


(b)               If
any Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue any Eurodollar Borrowing, or any
Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits
of, dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent,
any obligations of such Lender to make, maintain, fund or continue Eurodollar Loans or to convert CBFR Borrowings to Eurodollar
Borrowings will be suspended 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, the Borrower will upon demand from such Lender (with a copy to
the Administrative Agent), either prepay or convert all Eurodollar Borrowings of such Lender to CBFR Borrowings, either on the last
day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Borrowings to such day, or
immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrower
will also pay accrued interest on the amount so prepaid or converted.


 






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(c)              
If a Benchmark Transition Event occurs, then the Lender may, by notice to Borrower, select an alternate rate of interest for the
LIBO Rate that gives due consideration to the then-evolving or prevailing market convention for determining a rate of interest for loans
in US Dollars at such time (the “Alternate Rate”); Borrower acknowledges that the Alternate Rate may include a mathematical
adjustment using any then-evolving or prevailing market convention or method for determining a spread adjustment for the replacement of
the LIBO Rate. For avoidance of doubt, all references to the LIBO Rate shall be deemed to be references to the Alternate Rate when the
Alternate Rate becomes effective in accordance with this section. In addition, the Lender will have the right, from time to time by notice
to Borrower to make technical, administrative or operational changes (including, without limitation, changes to the definition of “CB
Floating Rate”, the definition of “Interest Period”, timing and frequency of determining rates and making payments of
interest and other administrative matters) that the Lender decides in its reasonable discretion may be appropriate to reflect the adoption
and implementation of the Alternate Rate. The Alternate Rate, together with all such technical, administrative and operational changes
as specified in any notice, shall become effective at the later of (i) the fifth Business Day after the Lender has provided notice to
the Borrower (the “Notice Date”) and (ii) a date specified by the Lender in the notice, without any further action
or consent of the Borrower, so long as Lender has not received, by 5:00pm Chicago time on the Notice Date, written notice of objection
to the Alternate Rate from the Borrower. Any determination, decision, or election that may be made by the Lender pursuant to this section,
including any determination with respect to a rate or adjustment or the occurrence or non-occurrence of an event, circumstance or date,
and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its
sole discretion and without consent from the Borrower. Until an Alternate Rate shall be determined in accordance with this section, the
interest rate shall be equal to the sum of (a) the greater of (x) Prime Rate and (y) 2.50%, plus (b) the Applicable Rate with respect
to the appropriate “CBFR Spread” specified within such Applicable Rate definition. In no event shall the Alternate Rate be
less than zero.


 


(d)              
In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark
Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any
amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any
other party to this Agreement.


 


(e)               The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an
Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark
Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.14, including any
determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date
and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in
its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant
to this Section 2.14.


 


(f)               
Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any Interest Election
Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and any such Eurodollar Borrowing shall be repaid or converted into a CBFR Borrowing on the last day of the then current Interest Period
applicable thereto, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as a CBFR Borrowing.


 






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Section 2.15       
Increased Costs.


 


(a)              
If any Change in Law shall:


 


(i)                
impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan
requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any
Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or


 


(ii)             
impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes)
affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or


 


(iii)           
subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto;


 


and the result of any of the
foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any
Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient
of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender,
the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender,
the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing
Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.


 


(b)               If
any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the
effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such
Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of or the
Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to
a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the
policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then
from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as
will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such
reduction suffered.


 






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(c)              
A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower
and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount
shown as due on any such certificate within ten (10) days after receipt thereof.


 


(d)              
Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall
not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more
than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day
period referred to above shall be extended to include the period of retroactive effect thereof.


 


Section 2.16       
Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section
2.11), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure
to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of
whether such notice may be revoked under Section 2.09(d) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar
Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section
2.19 or 9.02(d), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such
event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurodollar Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Eurodollar Loan, for the period from the
date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue,
for the period that would have been the Interest Period for such Eurodollar Loan), over (ii) the amount of interest which would accrue
on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such
period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall
be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10)
days after receipt thereof.


 


Section 2.17       
Withholding of Taxes; Gross-Up.


 


(a)              
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document
shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined
in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment
by a withholding agent, then 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 and, if such Tax is
an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has
been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17), the applicable Recipient
receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 






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(b)              
Payment of Other Taxes by the Borrower. The Borrower 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, Other Taxes.


 


(c)              
Evidence of Payment. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant
to this Section 2.17, 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 the return reporting such payment, or other evidence of such payment reasonably
satisfactory to the Administrative Agent.


 


(d)              
Indemnification by the Borrower. The Borrower shall indemnify each Recipient, 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) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable
out-of-pocket 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.


 


(e)               Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for
(i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a
Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent 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 setoff 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 such Lender from any other source against any
amount due to the Administrative Agent under this paragraph (e).


 


(f)               
Status of Lenders.


 


(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, any Lender, if reasonably requested by
the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested
by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two
sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(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.


 






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(ii)             
Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,


 


(A)            
any Lender that is a U.S. Person 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), an executed copy 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 U.S. is a party (x) with respect to payments
of interest under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, 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 or IRS Form W-8BEN-E, 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)              
in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed
copy 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 D- 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) an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or


 


(4)              
to the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit
D-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 D-4 on behalf of each such direct
and indirect partner;


 


(C)             
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), executed copies
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


 






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(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 purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees that if any
form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification
or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.


 


(g)              
Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received
a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts
pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party
the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant
to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified
party 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 giving rise to such refund had never been paid. This paragraph (g) shall
not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that
it deems confidential) to the indemnifying party or any other Person.


 


(h)              
Survival. Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document (including the Payment in Full of the Secured Obligations).


 


(i)                
Defined Terms. For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and the term “applicable
law” includes FATCA.


 






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Section 2.18       
Payments Generally; Allocation of Proceeds; Sharing of Setoffs.


 


(a)              
 The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or
reimbursement of LC Disbursements, or of amounts payable under Sections 2.15 or 2.17, or otherwise) prior to 2:00 p.m., Chicago time,
on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff, recoupment or counterclaim.
Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on
the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent
at its offices at 10 South Dearborn Street, Floor L2, Chicago, IL, except payments to be made directly to the Issuing Bank as expressly
provided herein and except that payments pursuant to Sections 2.15, 2.17 and 9.03 shall be made directly to the Persons entitled thereto.
The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.


 


(b)               All
payments and any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of
principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), (B) a
mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection
Account during a Cash Dominion Period (which shall be applied in accordance with Section 2.10(b)) or (ii) after an Event of Default
has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first,
to pay any fees, indemnities, or expense reimbursements then due to the Administrative Agent and the Issuing Bank from the Borrower
(other than in connection with Banking Services Obligations or Swap Agreement Obligations), second, to pay any fees,
indemnities, or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Banking Services
Obligations or Swap Agreement Obligations), third, to pay interest due in respect of the Overadvances and Protective
Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest then due
and payable on the Loans (other than the Overadvances and Protective Advances) ratably, sixth, to prepay principal on the
Loans (other than the Overadvances and Protective Advances) and unreimbursed LC Disbursements and to pay any amounts owing in
respect of Swap Agreement Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to
Section 2.22, for which Reserves have been established), seventh, to pay an amount to the Administrative Agent equal to one
hundred five percent (105%) of the aggregate LC Exposure, to be held as cash collateral for such Obligations, eighth, to
payment of any amounts owing in respect of Banking Services Obligations and Swap Agreement Obligations up to and including the
amount most recently provided to the Administrative Agent pursuant to Section 2.22 and to the extent not paid pursuant to clause
sixth above, and ninth, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender by the
Borrower. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation
of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or
unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any
Eurodollar Loan of a Class, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and
only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrower shall pay the
break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing
and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured
Obligations.


 






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(c)       At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses
(including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other sums payable under
the Loan Documents, may be paid from the proceeds of Borrowings made hereunder, whether made following a request by the Borrower pursuant
to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained
with the Administrative Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose
of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and
agrees that all such amounts charged shall constitute Loans (including Overadvances, but such a Borrowing may only constitute a Protective
Advance if it is to reimburse costs, fees and expenses described in Section 9.03), and that all such Borrowings shall be deemed to have
been requested pursuant to Sections 2.03, and (ii) the Administrative Agent to charge any deposit account of the Borrower maintained
with the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under
the Loan Documents.


 


(d)         If, except as otherwise expressly provided herein, any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued
interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any
such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this paragraph shall apply). The Borrower 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 the Borrower rights
of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the
amount of such participation.


 


(e)         Unless
the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the
account of the Lenders or the Issuing Bank pursuant to the terms hereof or any other Loan Document (including any date that is fixed
for prepayment by notice from the Borrower to the Administrative Agent pursuant to Section 2.11(e)), notice from the Borrower that
the Borrower will not make such payment or prepayment, 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 Lenders or the Issuing Bank, as the
case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or Issuing Bank 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 NYFRB Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 






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(f)          The Administrative Agent may from time to time provide the Borrower with account statements or invoices with respect to any of
the Secured Obligations (the “Statements”). The Administrative Agent is under no duty or obligation to provide Statements,
which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the
relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrower pays the full amount indicated
on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to
the billing period indicated on such Statement; provided, that acceptance by the Administrative Agent, on behalf of the Lenders, of any
payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute
a waiver of the Administrative Agent’s or the Lenders’ right to receive payment in full at another time.


 


Section 2.19       
Mitigation Obligations; Replacement of Lenders.


 


(a)         If
any Lender requests compensation under Section 2.15, 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 2.17, then such Lender shall 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, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)         If
any Lender requests compensation under Section 2.15, 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 2.17, or if any Lender
becomes a Defaulting Lender, 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 Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections
2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an 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 received the
prior written consent of the Administrative Agent (and in circumstances where its consent would be required under Section 9.04, the
Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to
the outstanding principal of its Loans and funded participations in LC Disbursements, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder, 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) and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction
in such compensation or payments. A Lender shall not be required to make any such assignment and 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. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an
Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an
agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the
Administrative Agent and such parties are participants), 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 and 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 that any such
documents shall be without recourse to or warranty by the parties thereto.


 






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Section 2.20       
Defaulting Lenders.


 


Notwithstanding any provision
of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as
such Lender is a Defaulting Lender:


 


(a)         fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 


(b)        any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Section 2.18(b) or otherwise) or received by the Administrative Agent from
a Defaulting Lender pursuant to Section 9.08 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 any Issuing Bank hereunder; third, to cash
collateralize the Issuing Banks’ LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth,
as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such
Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent;
fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order
to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and
(y) cash collateralize the Issuing Banks’ future LC Exposure with respect to such Defaulting Lender with respect to future
Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the
Lenders, the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing
Banks or against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement
or under any other Loan Document; 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 or under any other Loan
Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x)
such payment is a payment of the principal amount of any Loans or LC Disbursements 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 LC
Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC
Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the
Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure is held by the Lenders pro rata in
accordance with the Commitments without giving effect to clause (d) below. 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 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents
hereto;


 






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(c)           such Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly
provided in Section 9.02(b)) and the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining
whether the Required Lenders have taken or may take any action hereunder or under any other Loan Document; provided that, except as otherwise
provided in Section 9.02, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other
modification requiring the consent of such Lender or each Lender directly affected thereby;


 


(d)           if any LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)          all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance
with their respective Applicable Percentages but only (x) to the extent that such reallocation does not, as to any non-Defaulting Lender,
cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;


 


(ii)          if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1)
Business Day following notice by the Administrative Agent cash collateralize, for the benefit of the Issuing Bank, the Borrower’s
obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause
(i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;


 


(iii)        if
the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower
shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s
LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)        if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages;
and


 


(v)         if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to
clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter
of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing
Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 






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(e)         so
long as such Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, renew, extend or increase any Letter
of Credit, unless it is satisfied that the related exposure and such Defaulting Lender’s then outstanding LC Exposure will be 100%
covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section
2.20(d), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in
a manner consistent with Section 2.20(d)(i) (and such Defaulting Lender shall not participate therein).


 


If (i) a Bankruptcy Event
or a Bail-In Action with respect to any Lender or the Parent of any Lender shall occur following the date hereof and for so long as such
event shall continue or (ii) the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under
one or more other agreements in which such Lender commits to extend credit, the Issuing Bank shall not be required to issue, amend or
increase any Letter of Credit, unless the Issuing Bank shall have entered into arrangements with the Borrower or such Lender, satisfactory
to the Issuing Bank, to defease any risk to it in respect of such Lender hereunder.


 


In the event that each of
the Administrative Agent, the Borrower and the Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused
such Lender to be a Defaulting Lender, then LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s
Revolving Commitment and on the date of such readjustment such Lender shall purchase at par such of the Loans of the other Lenders as
the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable
Percentage.


 


Section 2.21        Returned
Payments. If, after receipt of any payment which is applied to the payment of all or any part of the Obligations (including a
payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to
surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared
fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or
for any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its
discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall
continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The
provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the
Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21
shall survive the termination of this Agreement.


 






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Section 2.22       
Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements
with, any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative Agent, promptly after entering
into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and
Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured,
absolute or contingent). In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish the Administrative Agent,
from time to time after a significant change therein or upon a request therefor, a summary of the amounts due or to become due in respect
of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent
shall be used in determining which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap
Agreement Obligations will be placed.


 


ARTICLE
III.

Representations and Warranties


 


Each Loan Party represents
and warrants to the Lenders that (and where applicable, agrees):


 


Section 3.01       
Organization; Powers. Each Loan Party and each Subsidiary is duly organized or formed, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted
and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.


 


Section 3.02       
Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers
and have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by equity holders.
Each Loan Document to which each Loan Party is a party has been duly executed and delivered by such Loan Party and constitutes a legal,
valid and binding obligation of such Loan Party, enforceable 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, regardless
of whether considered in a proceeding in equity or at law.


 






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Section 3.03       
Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing
with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect
and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law
applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument
binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to
require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of, or other
requirement to create, any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.


 


Section 3.04       
Financial Condition; No Material Adverse Change.


 


(a)         The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash
flows (i) as of and for the fiscal year ended December 31, 2018, reported on by MNP LLC, independent public accountants, and (ii) as
of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2019, certified by its chief financial officer.
Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of
Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with IFRS, subject to normal year-end
audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the
statements referred to in clause (ii) above.


 


(b)         No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since
December 31, 2019.


 


Section 3.05       
Properties.


 


(a)         As
of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned or leased by
any Loan Party. Except as set forth in Schedule 3.05, each of such leases and subleases is valid and enforceable in accordance
with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists. Each of the Loan Parties
and each Subsidiary has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property (excluding
intellectual property which is considered at Section 3.05(b)), free of all Liens other than those permitted by Section 6.02.


 


(b)         Each Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual
property necessary to its business as currently conducted, a correct and complete list of which, as of the date of this Agreement, is
set forth on Schedule 3.05, and the use thereof by each Loan Party and each Subsidiary does not infringe in any material respect
upon the rights of any other Person, and each Loan Party’s and each Subsidiary’s rights thereto are not subject to any licensing
agreement or similar arrangement.


 






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Section 3.06       
Litigation and Environmental Matters.


 


(a)         There
are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any
Loan Party, threatened against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an
adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06) or (ii) that involve any Loan Document
or the Transactions.


 


(b)         Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to
any Environmental Liability or knows of any reasonable basis for any Environmental Liability and (ii) and except with respect to any other
matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party
or any Subsidiary (A) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other
approval required under any Environmental Law, (B) has become subject to any Environmental Liability, (C) has received notice of any claim
with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability.


 


(c)         Since
the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse Effect.


 


Section 3.07       
Compliance with Laws and Agreements; No Default. Except as set forth in the Disclosed Matters on Schedule 3.07, and
except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, each Loan Party and each Subsidiary is in compliance with (i) all Requirements of Law applicable to it or its property and (ii)
all indentures, agreements and other instruments binding upon it or its property. Except as set forth in the Disclosed Matters on Schedule
3.07, no Default has occurred and is continuing.


 


Section 3.08       
Investment Company Status. No Loan Party or any Subsidiary is an “investment company” as defined in, or subject
to regulation under, the Investment Company Act of 1940.


 


Section 3.09       
Taxes. Each Loan Party and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to
have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested
in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate
reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. No tax
liens have been filed and no claims are being asserted with respect to any such taxes.


 


Section 3.10        ERISA
and Pension Plans. No 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, could reasonably be expected to result in a Material Adverse
Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such
amounts, exceed the fair market value of the assets of such Plan. No Loan Party has any Pension Plan and no Loan Party has any
liability or obligation in relation to any Pension Plan.


 






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Section 3.11       
Disclosure. (a) The Loan Parties have disclosed to the Lenders all agreements,
instruments and corporate or other restrictions to which any Loan Party or any Subsidiary is subject, and all other matters known to
it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. None of the reports,
financial statements, certificates or other information furnished by or on behalf of any Loan Party or any Subsidiary to the Administrative
Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (taken as a whole and as modified
or supplemented by other information so furnished and other than projections, budgets, forecasts, estimates and other forward looking
information or information of a general economic or industry specific nature) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially
misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information
was delivered prior to the Effective Date, as of the Effective Date (it being understood that projections are as to future events and
are not to be viewed as facts, all projections are subject to significant uncertainties and contingencies, many of which are beyond the
Loan Parties’ control, that no assurance can be given that any particular projections will be realized and that actual results
during the period or periods covered by any such projections may differ significantly from the projected results and such differences
may be material).


 


(b)         As
of the Effective Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided
on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.


 


Section 3.12       
Material Agreements. All material agreements and contracts to which any Loan Party is a party or is bound as of the date
of this Agreement are listed on Schedule 3.12. No Loan Party is in default in the performance, observance or fulfillment of any
of the material obligations, covenants or conditions contained in (i) any material agreement to which it is a party or (ii) any agreement
or instrument evidencing or governing Indebtedness.


 


Section 3.13        Solvency.
(a) Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of the
Loan Parties on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or
otherwise; (ii) the present fair saleable value of the property of the Loan Parties will be greater than the amount that will be
required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts
and other liabilities become absolute and matured; (iii) each Loan Party will be able to pay its debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; (iv) no Loan Party will have
unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is
proposed to be conducted after the Effective Date; (v) no Loan Party is for any reason unable to meet its obligations as they
generally become due, (vi) no Loan Party has ceased paying its current obligations in the ordinary course of business as they
generally become due and (vii) the aggregate property of the Loan Parties is, at fair valuation, sufficient or, if disposed of at a
fairly conducted sale under legal process, would be sufficient, to enable payment of all of their obligations, due and accruing
due.


 


(b)         No Loan Party intends to, nor will permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will, incur debts
beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any
such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such
Subsidiary.


 






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Section 3.14      
Insurance. Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties
and their Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance that are due and
payable have been paid. The Loan Parties maintain, and have caused each Subsidiary to maintain, with financially sound and reputable insurance
companies, insurance on all their real and personal property in such amounts, subject to such deductibles and self-insurance retentions
and covering such properties and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses
operating in the same or similar locations.


 


Section 3.15       
Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship
to the Borrower of each Subsidiary, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests,
of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and
of record by the Persons identified on Schedule 3.15, and (c) the type of entity of Holdings and each Subsidiary. All of the issued
and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership
interests) duly authorized and issued and are fully paid and non-assessable.


 


Section 3.16       
Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens
on all the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected
and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third
parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any
such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or
agreement and (b) Liens perfected only by possession (including possession of any certificate of title), to the extent the Administrative
Agent has not obtained or does not maintain possession of such Collateral.


 


Section 3.17        Employment
Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending
or, to the knowledge of any Loan Party, threatened. The hours worked by and payments made to employees of the Loan Parties and their
Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, provincial,
municipal, local or foreign law dealing with such matters. All payments due from any Loan Party or any Subsidiary, or for which any
claim may be made against any Loan Party or any Subsidiary, on account of wages and employee health and welfare insurance and other
benefits, have been paid or accrued as a liability on the books of such Loan Party or such Subsidiary.


 






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Section 3.18       
Margin Regulations. No Loan Party is engaged and will not engage, principally or as one of its important activities, in
the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no
part of the proceeds of any Borrowing or Letter of Credit hereunder will be used to buy or carry any Margin Stock. Following the application
of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of any
Loan Party only or of the Loan Parties and their Subsidiaries on a consolidated basis) will be Margin Stock.


 


Section 3.19       
Use of Proceeds. The proceeds of the Loans have been used and will be used, whether directly or indirectly as set forth
in Section 5.08.


 


Section 3.20       
No Burdensome Restrictions. No Loan Party is subject to any Burdensome Restrictions except Burdensome Restrictions permitted
under Section 6.10.


 


Section 3.21       
Anti-Corruption Laws and Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures designed
to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions, and such Loan Party, its Subsidiaries and their respective officers and directors and, to the knowledge
of such Loan Party, its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects
and are not knowingly engaged in any activity that would reasonably be expected to result in any Loan Party being designated as a Sanctioned
Person. None of (a) any Loan Party, any Subsidiary, any of their respective directors or officers or, to the knowledge of any such Loan
Party or Subsidiary, employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any Subsidiary
that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing
or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents will
violate Anti-Corruption Laws or applicable Sanctions.


 


Section 3.22       
EEA Financial Institutions. No Loan Party is an EEA Financial Institution.


 


Section 3.23       
Plan Assets; Prohibited Transactions. None of the Loan Parties or any of their Subsidiaries is an entity deemed to hold
 “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the
transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will
give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.


 


Section 3.24        Affiliate
Transactions. Except as set forth on Schedule 3.24, as of the date of this Agreement, there are no existing or proposed
agreements, arrangements, understandings or transactions between any Loan Party and any of the officers, members, managers,
directors, stockholders, parents, holders of other Equity Interests, employees or Affiliates (other than Subsidiaries) of any Loan
Party or any members of their respective immediate families, and none of the foregoing Persons are directly or indirectly indebted
to or have any direct or indirect ownership, partnership, or voting interest in any Affiliate of any Loan Party or any Person with
which any Loan Party has a business relationship or which competes with any Loan Party (except that any such Persons may own Equity
Interests in (but not exceeding 2.0% of the outstanding Equity Interests of) any publicly traded company that may compete with a
Loan Party).


 






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Section 3.25       
Regulatory Matters.


 


(a)         Except as set forth in the Disclosed Matters on Schedule 3.25(a), (i) each Loan Party and each of its Subsidiaries are in
compliance in all material respects with all applicable FDA Laws and applicable DEA Laws, including all applicable requirements of the
FDCA, the CSA, or any implementing regulations thereof, all laws and regulations administered or enforced by the U.S. Drug Enforcement
Administration, and all applicable statutes, rules, regulations, standards, policies and orders administered or issued by any foreign
Governmental Authority, relating to any Product or any aspect of the development, Manufacture, production or Commercialization thereof
or otherwise, (ii) none of the Products are articles which may not be introduced into interstate commerce pursuant to the requirements
of the FDCA, the CSA or foreign equivalents, as applicable, (iii) each Product has been developed, Manufactured or produced in all material
respects in accordance with FDA Good Manufacturing Practices (or any foreign equivalent, as applicable) and FDA Registration and Listing
Requirements (or foreign equivalent, as applicable) and (iv) each of the Products required to be approved or cleared by the FDA pursuant
to the FDCA (or any foreign equivalent, as applicable) has been so approved or cleared.


 


(b)         None of the Loan Parties or their respective Subsidiaries nor any officer, affiliate, employee or any of its Subsidiaries, agent,
of any Loan Party or its Subsidiaries, has (i) made an untrue statement of any material fact or fraudulent statement to any Governmental
Authority (including the FDA), (ii) failed to disclose any material fact to any Governmental Authority (including the FDA), or (iii) except
as otherwise disclosed on Schedule 3.25(a), committed any act, made any statement, or failed to make any statement that, in any
such case, at the time such disclosure was made, could reasonably be expected to constitute a material violation of any FDA Law.


 


(c)         Except as provided on Schedule 3.25(c), there are no facts, circumstances or conditions that could reasonably be expected
to form the basis for any material investigation, suit, claim, audit, action (legal or regulatory) or proceeding (legal or regulatory)
by a Governmental Authority (other than any routine GMP Regulation or compliance audits required by the FDA or any routine audits conducted
by notified bodies with respect to any foreign good manufacturing practices requirements) pending or threatened in writing against any
Loan Party or any of its Subsidiaries relating to any of the FDA Laws or any applicable statutes, rules, regulations, standards, policies
or orders administered or issued by any foreign Governmental Authority.


 


(d)         Schedule
3.25(d) contains a list of all Products that have been Commercialized as
of the Effective Date and each date required by Section 5.01(j). Each Loan Party and its Subsidiaries, as applicable, has
all Regulatory Authorizations necessary to conduct its business in the manner in which such business is currently conducted.
Borrower has previously made available to Lender all Regulatory Authorizations, all material correspondence with Regulatory Agencies
(including the FDA and any foreign equivalent, as applicable) with respect to such Regulatory Authorization and all adverse event
reports with respect to the Products that have been Commercialized and all requested documents related to the Products that have
been Commercialized, in each case, in the possession and control of Holdings or any of its Subsidiaries. Borrower has not withheld
any document or information with respect to the Products that have been Commercialized that would reasonably be considered to be
material to Lender’s decision to provide the financing contemplated by this Agreement.


 






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(e)         Except
as set forth in the Disclosed Matters on Schedule 3.25(e), (i) each Loan Party and its Subsidiaries, and, to the knowledge of
each Loan Party or any of its Subsidiaries, each licensee of a Loan Party or any of its Subsidiaries of any intellectual property, are
in compliance with, and have complied with, all applicable federal, state, provincial, municipal, local and foreign laws, rules and regulations,
governing its business, including all regulations promulgated by each applicable Regulatory Agency, the failure of compliance with which
could reasonably be expected to result in a Material Adverse Effect and (ii) no Loan Party or its Subsidiaries has received any written
notice from any Regulatory Agency citing action or inaction by any Loan Party or any of its Subsidiaries that would constitute a violation
of any applicable federal, state, provincial, municipal, local and foreign laws, rules, regulations or standards, which could reasonably
be expected to result in a Material Adverse Effect.


 


(f)        Without limiting the generality of clause (e) above, to the knowledge of each Loan Party or any of its Subsidiaries, any and all
studies, tests and preclinical and clinical trials and investigations conducted by or on behalf of the Loan Parties relating to any Product
have been, and are being, conducted in all material respects in accordance with all applicable Requirements of Law, including good clinical
practices (including under FDA (and foreign equivalent, as applicable) regulations (including the requirements set forth in 21 C.F.R.
Part 11, Part 50, Part 54, Part 56, Part 312 and Part 314, as applicable)), good laboratory practices, and investigational new drug exemption
requirements; Borrower has previously made available to Lender descriptions of the results of such studies, tests, trials and investigations,
which descriptions are accurate in all material respects; and no Loan Party or any of its Subsidiaries has received any notices or correspondence
from any applicable Regulatory Agency or comparable authority requiring the termination, suspension, material modification or clinical
hold of any such studies, tests, trials or investigations conducted by or on behalf of a Loan Party or its Subsidiaries, which termination,
suspension, material modification or clinical hold could reasonably be expected to result in a Material Adverse Effect.


 


(g)         To
the knowledge of each Loan Party or any of its Subsidiaries, the development, Manufacturing and production of each Product has at
all times been (i) in compliance in all material respects with the final release quality specifications in effect for such Product
and (ii) in compliance in all material respects with all applicable Requirements of Law, including the FDCA, the CSA, and any
foreign equivalents thereto. Except as set forth on Schedule 3.25(g), no Person currently Manufacturing Product and currently
party to a Manufacturing Agreement and, to the actual knowledge of each Loan Party or any of its Subsidiaries, no other Person
Manufacturing Product, in each case has received in the past five (5) years an FDA Form 483 or is currently subject to a Form 483
impacting any Product with respect to any facility Manufacturing Product and that, with respect to each such Form 483, all
scientific and technical violations or other issues relating to good manufacturing practice requirements documented therein, and any
disputes regarding any such violations or issues, have been corrected or otherwise resolved.


 






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(h)         Except as set forth on Schedule 3.25(h), (i) no Product has been recalled, suspended, subject to a market withdrawal or
field correction, or discontinued as a result of any action by the FDA or any other Governmental Authority (or any foreign equivalent,
as applicable), by any Loan Party or any of its Subsidiaries or by any licensee, distributor or marketer of such Product and (ii) where
required by Applicable Law, the Loan Parties and their Subsidiaries have maintained global post-marketing surveillance programs and procedures
specifically designed to comprehensively monitor, collect and timely report any adverse event reports required to be reported in relation
to any of the Products in accordance with any Requirements of Law. To the knowledge of each Loan Party or any of its Subsidiaries, there
are no facts, circumstances, or conditions that could reasonably be expected to result in a recall, suspension, market withdrawal, field
correction or discontinuance of any Product.


 


(i)          Schedule 3.25(i) contains a true, correct and complete list of all manufacturing and supply Contracts entered into by any
Loan Party or any of its Subsidiaries with third parties and in effect for the supply of Product (the “Manufacturing Agreements”)
as of the Effective Date. Borrower has previously made available to Lender true, correct and complete copies of each Manufacturing Agreement,
and each such Manufacturing Agreement contains, or is accompanied by an adequate quality agreement. After giving effect to consummation
of the transactions contemplated by this Agreement and the other Loan Documents, except as described on Schedule 3.25(i), each
Manufacturing Agreement and quality agreement is a valid and binding obligation of the applicable Loan Party or Subsidiary and is in full
force and effect, and to the knowledge of each Loan Party or any of its Subsidiaries, is a valid and binding obligation of any other party
thereto, and neither the applicable Loan Party or its Subsidiaries or, to the knowledge of each Loan Party or any of its Subsidiaries,
any other party thereto is in breach thereof or default thereunder. Except as described on Schedule 3.25(i), no Loan Party or any
of its Subsidiaries has received any notice from any party thereto, oral or written, regarding (i) the cancellation, termination or invalidation
of any Manufacturing Agreement or (ii) any indication by or intent or threat of, such party, oral or written, to reduce or cease the supply
of Product through calendar year 2022.


 


Section 3.26       
Common Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the continued successful
performance of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent
on the successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board of directors
or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (a) successful
operations of each of the other Loan Parties and (b) the credit extended by the Lenders to the Borrower hereunder, both in their separate
capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance of this
Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, in furtherance of its direct and/or indirect
business interests, will be of direct and/or indirect benefit to such Loan Party, and is in its best interest.


 






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ARTICLE
IV.


Conditions


 


Section 4.01       
Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder
shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section
9.02):


 


(a)         Credit
Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A)
a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which
may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart
of this Agreement and (ii) duly executed copies of the Loan Documents and such other certificates, documents, instruments and agreements
as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other
Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 payable to the order of each such requesting
Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders
in form and substance satisfactory reasonably to the Administrative Agent.


 


(b)         Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of Holdings
and its Subsidiaries for the December 31, 2017 and 2018 fiscal years, (ii) unaudited interim consolidated financial statements of Holdings
and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to
clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable
judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of Holdings and its
Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) reasonably
satisfactory Projections through 2022.


 


(c)        Closing
Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i)
a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify
the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents
to which it is a party, (B) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign
the Loan Documents to which it is a party and, in the case of the Borrower, its Financial Officers, and (C) contain appropriate attachments,
including the charter, articles or certificate of organization or incorporation of each Loan Party certified by the relevant authority
of the jurisdiction of organization of such Loan Party and a true and correct copy of its bylaws or operating, management or partnership
agreement, or other organizational or governing documents, and (ii) a long form good standing certificate for each Loan Party from its
jurisdiction of organization.


 


(d)        No
Default Certificate. The Administrative Agent shall have received a certificate, signed by the Financial Officer of the
Borrower, dated as of the Effective Date (i) stating that no Default has occurred and is continuing, (ii) stating that the
representations and warranties contained in the Loan Documents are true and correct as of such date, and (iii) certifying as to any
other factual matters as may be reasonably requested by the Administrative Agent.


 






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(e)            Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses required
to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the
Effective Date. All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions
given by the Borrower to the Administrative Agent on or before the Effective Date.


 


(f)              Lien
Searches. The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of organization of
each Loan Party and each jurisdiction where assets of the Loan Parties are located or where any Loan Party carries on business.


 


(g)              
Solvency. The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the Effective
Date in form and substance reasonably satisfactory to the Administrative Agent.


 


(h)              
Borrowing Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the
Borrowing Base as of the end of the fifth Business Day immediately preceding the Effective Date.


 


(i)                
Closing Availability. After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters
of Credit on the Effective Date and the payment of all fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness,
liabilities, and obligations current, Availability shall not be less than $5,000,000.


 


(j)                
Reserved.


 


(k)              
Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code or PPSA financing statement)
required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded
in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described
therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall
be in proper form for filing, registration or recordation, or, in the case of any PPSA financing statement, shall have been filed as required
by the Administrative Agent.


 


(l)             Insurance.
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to
the Administrative Agent and otherwise in compliance with the terms of this Agreement and the Security Agreement.


 


(m)            
Legal Due Diligence. The Administrative Agent and its counsel shall have completed all legal due diligence, the results
of which shall be satisfactory to Administrative Agent in its sole discretion.


 


(n)           Field
Examination. The Administrative Agent or its designee shall have conducted a field examination of the Loan Parties’ Accounts,
Inventory and related working capital matters and of the Borrower’s related data processing and other systems, the results of which
shall be satisfactory to the Administrative Agent in its sole discretion.


 






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(o)              
USA PATRIOT Act, Etc. (i) The Administrative Agent shall have received, (x) at least five (5) days prior to the Effective
Date, all documentation and other information regarding the Borrowers Borrower
requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including
the USA PATRIOT Act, to the extent requested in writing of the Borrowers Borrower
at least ten (10) days prior to the Effective Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable,
for each Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership
Regulation, at least five (5) days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at
least ten (10) days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received
such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement,
the condition set forth in this clause (ii) shall be deemed to be satisfied).


 


(p)              
Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing
Bank, any Lender or their respective counsel may have reasonably requested. The Administrative Agent shall notify the Borrower, the Lenders
and the Issuing Bank of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations
of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 2:00 p.m., Chicago time, on March 23, 2020 (and,
in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).


 


Section 4.02             
Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank
to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)              
The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material
respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension
of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made
as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any
representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects).


 


(b)              
At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default shall have occurred and be continuing.


 


(c)              
After giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall
not be less than zero.


 






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(d)              
 No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse
Effect.


 


(e)              
Borrower shall have delivered a Borrowing Request to the Administrative Agent in accordance with Section 2.03.


 


(f)               With
respect to the initial Loan or Letter of Credit issuance hereunder, the Administrative Agent shall have received a notice setting forth
the deposit account of the Borrower (the “Funding Account”) to which the Administrative Agent is authorized by the
Borrower to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.


 


(g)              
With respect to the initial Loan or Letter of Credit issuance hereunder, the Administrative Agent shall have received a true and
complete customer list for Holdings and its Subsidiaries, which list shall state the customer’s name, mailing address and phone
number and shall be certified as true and correct by a Financial Officer.


 


(h)              
With respect to the initial Loan or Letter of Credit issuance hereunder, the lien search results received by the Administrative
Agent pursuant to Section 4.01(f) or otherwise, shall reveal no Liens on any of the assets of the Loan Parties except for liens permitted
by Section 6.02 or discharged pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent.


 


(i)                
With respect to the initial Loan or Letter of Credit issuance hereunder, the Administrative Agent shall have received (i) a proxy
with an undated stock power with respect to the Equity Interests pledged pursuant to the Security Agreement, executed in blank by a duly
authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Security
Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.


 


(j)                
With respect to the initial Loan or Letter of Credit issuance hereunder, the Administrative Agent shall have received original
signature pages to the Loan Documents and each certificate, document, instrument and agreement required to be delivered pursuant to Section
4.01.


 


(k)              
With respect to the initial Loan or Letter of Credit issuance hereunder, the Administrative Agent shall have received evidence
of property insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance
with the terms of this Agreement and the Security Agreement.


 


Each Borrowing and each issuance,
amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the
date thereof as to the matters specified in paragraphs (a) and (b) and (d) of this Section.


 


Notwithstanding the
failure to satisfy the conditions precedent set forth in Section 4.02, unless otherwise directed by the Required Lenders, the
Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no
obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the
ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing,
amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the
best interests of the Lenders.


 






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ARTICLE
V.

Affirmative Covenants


 


Until all of the Secured Obligations
shall have been Paid in Full, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other
Loan Parties, with the Lenders that:


 


Section 5.01            
Financial Statements; Borrowing Base and Other Information. The Borrower will furnish to the Administrative Agent and each
Lender:


 


(a)             within
ninety (90) days after the end of each fiscal year of the Borrower Holdings,
its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end
of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent
public accountants of recognized national standing (without a “going concern” or like qualification, commentary or exception,
and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present
fairly in all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries on a
consolidated basis in accordance with IFRS consistently applied, accompanied by any management letter prepared by said accountants;


 


(b)              
within forty-five (45) days after the end of each fiscal quarter of the BorrowerHoldings,
its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for
such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by
a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of Holdings and its
consolidated Subsidiaries on a consolidated basis in accordance with IFRS consistently applied, subject to normal year-end audit adjustments
and the absence of footnotes;


 


(c)              
concurrently with any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate (i) certifying,
in the case of the financial statements delivered under clause (a) or (b) above, as presenting fairly in all material respects the financial
condition and results of operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with IFRS consistently
applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred
and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii)
setting forth reasonably detailed calculations demonstrating compliance with Section 6.12 and (iv) stating whether any change in IFRS
or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any
such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;


 






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(d)              
 as soon as available, but in any event no later than the end of, and no earlier than sixty (60) days following the end of, each
fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income
statement and cash flow statement) of the Borrower for each month of the upcoming fiscal year (the “Projections”) in
form reasonably satisfactory to the Administrative Agent;


 


(e)              
as soon as available but in any event within twenty-five (25) days after the end of each fiscal month of the Borrower (and during
a Weekly Reporting Period, within three (3) Business Days after the end of each calendar week), and at such other times as may be requested
by the Administrative Agent, as of the period then ended, a Borrowing Base Certificate and supporting information in connection therewith,
together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request;


 


(f)               
concurrently with any delivery of a Borrowing Base Certificate under clause (e) above, as of the period then ended, the following
all delivered electronically in a text formatted file (such as Excel)acceptable to the Administrative Agent:


 


(i)              a
detailed aging of the Borrower’s Accounts, including all invoices aged by invoice date and due date (with an explanation of the
terms offered), prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying the name,
address, and balance due for each Account Debtor;


 


(ii)             
a schedule detailing the Borrower’s Inventory, in form satisfactory to the Administrative Agent, (1) by location (showing
Inventory in transit and any Inventory located with a third party under any consignment, bailee arrangement or warehouse agreement), by
class (raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at the
lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the Administrative Agent has previously
indicated to the Borrower are deemed by the Administrative Agent to be appropriate, and (2) including a report of any variances or other
results of Inventory counts performed by the Borrower since the last Inventory schedule (including information regarding sales or other
reductions, additions, returns, credits issued by the Borrower and complaints and claims made against the Borrower);


 


(iii)           a
worksheet of calculations prepared by the Borrower to determine Eligible Accounts and Eligible Inventory, such worksheets detailing the
Accounts and Inventory excluded from Eligible Accounts and Eligible Inventory and the reason for such exclusion;


 


(iv)           a
reconciliation of the Borrower’s Accounts and Inventory between (A) the amounts shown in the Borrower’s general ledger and
financial statements and the reports delivered pursuant to clauses (i) and (ii) above and (B) the amounts and dates shown in the reports
delivered pursuant to clauses (i) and (ii) above and the Borrowing Base Certificate delivered pursuant to clause (e) above as of such
date; and


 


(v)            a
reconciliation of the loan balance per the Borrower’s general ledger to the loan balance under this Agreement;


 






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(g)            concurrently with any delivery of a Borrowing Base Certificate under clause (e) above, as of the period then ended, and at such
other times as may be requested by the Administrative Agent, as of the month then ended, a schedule and aging of the Borrower’s
accounts payable, delivered electronically in a text formatted file (such as Excel)acceptable to the Administrative Agent;


 


(h)            in
connection with each field exam conducted pursuant to Section 5.06, an updated customer list for the Borrower and its Subsidiaries, which
list shall state the customer’s name, mailing address and phone number, delivered electronically in a text formatted file (such
as Excel)acceptable to the Administrative Agent and certified as true and correct by a Financial Officer;


 


(i)             promptly
upon the Administrative Agent’s request:


 


(i)                copies
of invoices issued by the Borrower in connection with any Accounts, credit memos, shipping and delivery documents, and other information
related thereto;


 


(ii)             copies
of purchase orders, invoices, and shipping and delivery documents in connection with any Inventory or Equipment purchased by any Loan
Party; and


 


(iii)           
a schedule detailing the balance of all intercompany accounts of the Loan Parties;


 


(iv)            concurrently
with any delivery of each Borrowing Base Certificate under clause (e) above during a Weekly Reporting Period, and at such other times
as may be requested by the Administrative Agent, as of the period then ended, the Borrower’s sales journal, cash receipts journal
(identifying trade and non-trade cash receipts) and debit memo/credit memo journal;


 


(j)             [reserved];concurrently
with any delivery of financial statements under clause (a) above, an updated version of Schedule 3.25(d) containing a list of all Products
that have been Commercialized since the previously delivered Schedule 3.25(d);


 


(k)            within ten (10) days of the first Business Day of each March and September, a certificate of good standing or the substantive equivalent
available in the jurisdiction of incorporation, formation or organization for each Loan Party from the appropriate governmental officer
in such jurisdiction;


 


(l)             promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any
Loan Party or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or on
such Loan Party’s or Subsidiary’s SEDAR profile or with any national securities exchange in the United States or Canada,
or distributed by the Borrower to its shareholders generally, as the case may be;


 






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(m)            
 promptly after receipt thereof by the Borrower or any Subsidiary, 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 the SEC or such other agency regarding financial or other operational results of the Borrower or any Subsidiary thereof;


 


(n)              
promptly following any written request therefor, 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 the Borrower by independent accountants in connection
with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them as the Administrative Agent or any Lender (through
the Administrative Agent) may reasonably request;


 


(o)              
promptly following any request therefor, (x) such other information regarding the operations, changes in ownership of Equity Interests,
business affairs and financial condition of any Loan Party or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative
Agent or any Lender (through Administrative Agent) may reasonably request and (y) 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 the USA PATRIOT Act and the Beneficial Ownership Regulation; and


 


(p)              
promptly after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section
101(k)(1) of ERISA that the Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described
in Section 101(l)(1) of ERISA that the Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that
if the Borrower or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable
Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such
administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof.


 


Documents required to be
delivered pursuant to Section 5.01(a), (b) or (g) (to the extent any such documents are included in materials otherwise filed with
the SEC or on such Loan Party’s or Subsidiary’s SEDAR profile) may be delivered electronically and, if so delivered,
shall be deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the Electronic
Data Gathering, Analysis and Retrieval system (EDGAR) or SEDAR, as applicable; or (ii) on which such documents are posted on any
Loan Party’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 made available by the Administrative Agent); provided that: (A) upon written
request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver
paper copies of such documents to the Administrative Agent or such Lender until a written request to cease delivering paper copies
is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by
facsimile or through Electronic System) of the posting of any such documents and provide to the Administrative Agent through
Electronic System electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to
request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no
responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely
responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it and maintaining its
copies of such documents.


 






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Each Loan Party represents
and warrants that each of it and its Controlling and Controlled entities, in each case, if any (collectively with the Loan Parties, the
 “Relevant Entities”), either (i) has no SEC registered or unregistered, publicly traded securities outstanding, or
(ii) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its securities,
and, accordingly, the Loan Parties hereby (x) authorize the Administrative Agent to make the financial statements to be provided under
Sections 5.01(a) and (b) above, along with the Loan Documents, available to Public-Siders and (y) agree that at the time such financial
statements are provided hereunder, they shall already have been made available to holders of such securities, if any. The Loan Parties
will not request that any other material be posted to Public-Siders without expressly representing and warranting to the Administrative
Agent in writing that either (I) such materials do not constitute material non-public information within the meaning of the federal securities
laws or (II) that the Relevant Entities have no outstanding SEC registered or unregistered, publicly traded securities. Notwithstanding
anything herein to the contrary, in no event shall any Loan Party request that the Administrative Agent make available to Public-Siders
budgets or any certificates, reports or calculations with respect to the Loan Party’s compliance with the covenants contained herein
or with respect to the Borrowing Base.


 


Section 5.02             
Notices of Material Events. The Borrower and Holdings will furnish to the Administrative Agent and each Lender prompt (but
in any event within any time period that may be specified below) written notice of the following:


 


(a)              
the occurrence of any Default;


 


(b)           
receipt of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened
against any Loan Party or any Subsidiary that (i) seeks damages in excess of $250,000, (ii) seeks injunctive relief, (iii) is asserted
or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v)
alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental
Liability, (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $250,000 in respect of any tax, fee, assessment,
or other governmental charge, (vii) which alleges potential violations of the FDA Laws or any applicable statutes, rules, regulations,
standards, policies or orders administered or issued by any foreign Governmental Authority, which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect, or (viii) involves any product recall;


 


(c)              
any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral;


 


(d)              
any loss, damage, or destruction to the Collateral in the amount of $100,000 or more, whether or not covered by insurance;


 






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(e)              
 within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location
or public warehouse where Collateral is located;


 


(f)               
any material change in accounting or financial reporting practices by the Borrower or any Subsidiary;


 


(g)              
the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $250,000;


 


(h)              
within five (5) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment to a
Swap Agreement (in each case other than foreign exchange confirmations in the ordinary course of business), together with copies of all
agreements evidencing such Swap Agreement or amendment;


 


(i)                
any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and


 


(j)                
any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in
a change to the list of beneficial owners identified in such certification.


 


Each notice delivered under
this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details
of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


Section 5.03             
Existence; Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits,
franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and
maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; provided that
the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 and (b) carry on and
conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.


 


Section 5.04             
Payment of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness
and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where
(a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or Subsidiary has
set aside on its books adequate reserves with respect thereto in accordance with IFRS and (c) the failure to make payment pending such
contest could not reasonably be expected to result in a Material Adverse Effect; provided, however, that each Loan Party
will, and will cause each Subsidiary to, remit withholding taxes and other payroll taxes to appropriate Governmental Authorities as and
when claimed to be due, notwithstanding the foregoing exceptions.


 






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Section 5.05            
Maintenance of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material
to the conduct of its business in good working order and condition, ordinary wear and tear excepted.


 


Section 5.06             
Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) keep proper books of
record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities
and (b) permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent,
any Lender or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable prior
notice, to visit and inspect its properties, conduct at the Loan Party’s premises field examinations of the Loan Party’s assets,
liabilities, books and records, including examining and making extracts from its books and records, environmental assessment reports and
Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountants, all at
such reasonable times and as often as reasonably requested. The Loan Parties acknowledge that the Administrative Agent, after exercising
its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal
use by the Administrative Agent and the Lenders. The Loan Parties shall be responsible for the costs and expenses of one (1) field examination
during each 12-month period plus one (1) additional field examination (for a total of two (2) such field examinations during
each 12-month period) initiated at any time after Availability falls below the greater of (i) $5,000,000 and (ii) 20% of the Revolving
Commitment; provided, that the Loan Parties shall be responsible for the costs and expenses of all field examinations conducted
while a Default has occurred and is continuing. Notwithstanding anything to the contrary in this Section 5.06, neither the Borrower nor
any of its Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any
documents, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii)
in respect of which disclosure to the Administrative Agent (or any designated representative) is then prohibited by law, rule or regulation
or any agreement binding on the Borrower or any of its Subsidiaries or (iii) is subject to attorney client or similar privilege or constitutes
attorney work product.


 


Section 5.07            
Compliance with Laws and Material Contractual Obligations. Each Loan Party will, and will cause each Subsidiary to, (i)
comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform
in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to
do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will
maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective
directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


Section 5.08             
Use of Proceeds.


 


(a)              The
proceeds of the Revolving Loans and the Letters of Credit will be used only for working capital or other general corporate purposes of
the Borrower. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose
that entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X. Letters of Credit
will be issued only to support purposes approved by the Administrative Agent and the Issuing Bank.


 






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(b)              
The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries
and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit
(a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value,
to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business
or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to
comply with Sanctions, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.


 


Section 5.09             
Accuracy of Information. The Loan Parties will ensure that any information, including financial statements or other documents,
furnished to the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document or any amendment or
modification hereof or thereof or waiver hereunder or thereunder contains no material misstatement of fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the furnishing
of such information shall be deemed to be a representation and warranty by the Borrower on the date thereof as to the matters specified
in this Section 5.09; provided that, with respect to the Projections, the Loan Parties will cause the Projections to be prepared in good
faith based upon assumptions believed to be reasonable at the time (it being understood that the Projections are as to future events and
are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond the
Loan Parties’ control, that no assurance can be given that any particular Projections will be realized and that actual results during
the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be
material).


 


Section 5.10             
Insurance. Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers
having a financial strength rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention)
and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other
criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of
established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required
pursuant to the Collateral Documents. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, but no less
frequently than annually, information in reasonable detail as to the insurance so maintained.


 


Section 5.11            
Appraisals. At any time that the Administrative Agent requests, each Loan Party will provide the Administrative Agent with
appraisals or updates thereof of their Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared on a
basis satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any
applicable Requirement of Law.


 






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Section 5.12          
Casualty and Condemnation. The Borrower (a) will furnish to the Administrative Agent and the Lenders prompt written notice
of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for
the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar
proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards
or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents,
if any.


 


Section 5.13          
Depository Banks. Commencing within sixty (60) days after the Effective Date (unless such date is extended in the sole discretion
of the Administrative Agent), Holdings and each Subsidiary will maintain the Administrative Agent as its sole depository bank, including
for the maintenance of operating, administrative, cash management, collection activity, and other deposit accounts for the conduct of
its business, subject to the definition of Excluded Accounts. Additionally, the Administrative Agent shall be the principal provider of
other Banking Services to Holdings and its Subsidiaries.


 


Section 5.14            Additional
Collateral; Further Assurances.


 


(a)            Subject
to applicable Requirement of Law and the definition of Excluded Assets, each Loan Party will cause each of its Subsidiaries (other
than Excluded Subsidiaries) formed or acquired after the date of this Agreement to become a Loan Party by executing a
Joinder Agreement in each case promptly (and in any event within thirty (30) days after such Person becomes a Subsidiary or is no
longer an Excluded Asset). In connection therewith, the Administrative Agent shall have received all documentation and other
information regarding such newly formed or acquired Subsidiaries (other
than Excluded Subsidiaries) as may be required to comply with the applicable “know your customer” rules and
regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a
Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the
Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other
Secured Parties, in any property of such Loan Party which constitutes Collateral. Notwithstanding anything to the contrary set forth
in any Loan Document, no Loan Party shall be required to grant or cause to be perfected any Lien in any Excluded Asset.


 


(b)              
Each Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries (other than Excluded
Assets) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative
Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative
Agent shall reasonably request.


 


(c)              
The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Lender in 100% of the issued
and outstanding Equity Interests of the Borrower.


 






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(d)               Without
limiting the foregoing, each Loan Party will, and will cause each Subsidiary (other than Excluded Subsidiaries
or Excluded Assets) to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such
documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording
of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the
type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Administrative Agent
may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and
to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and
substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.


 


(e)              
If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party
after the Effective Date (other than (x) assets constituting Collateral under the Security Agreement that become subject to the Lien under
the Security Agreement upon acquisition thereof, and (y) Excluded Assets), the Borrower will (i) notify the Administrative Agent and the
Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing
the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably
requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all
at the expense of the Loan Parties.


 


Section 5.15             
Cash Management Provisions.


 


(a)             All
proceeds of Collateral shall be deposited by the Loan Parties into one or more blocked Collateral Deposit Accounts established at the
Administrative Agent for the deposit of such proceeds.


 


(b)              
To the extent any Loan Party is permitted to maintain a deposit account with a financial institution other than the Administrative
Agent on an interim basis in accordance with Section 5.13, then each applicable Loan Party, the Administrative Agent and the financial
institution at which the account of such Loan Party is maintained shall enter into a Deposit Account Control Agreement or equivalent arrangement
within thirty (30) days after the Effective Date, in each case in form and substance reasonably satisfactory to the Administrative Agent
that is sufficient to give the Administrative Agent “control” over each such account.


 


(c)              
The Loan Parties hereby grant to the Administrative Agent a Lien upon all items received at a Lock Box and all funds deposited
in a Collateral Deposit Account and any other deposit account of any Loan Party such that they shall be subject to the Lien of the Administrative
Agent for its own benefit and the ratable benefit of the Secured Parties at all times.


 


(d)              
No later than sixty (60) days after the Effective Date (unless such date is extended in the sole discretion of the Administrative
Agent), the Loan Parties shall direct all of their Account Debtors to forward payments directly to a Lock Box maintained by the Administrative
Agent (each, a “Lock Box”) for deposit to a Collateral Deposit Account and shall use their best efforts to ensure that
their customers deliver all remittances upon Accounts (whether paid by check, by wire transfer of funds or by any other means available
to such customer) to a Lock Box for deposit to a Collateral Deposit Account.


 






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(e)              
 To the extent (i) any Account Debtor cannot deliver remittances upon Accounts (whether paid by check, by wire transfer of funds
or otherwise) to a Collateral Deposit Account, or (ii) any Loan Party directly receives any remittances upon Accounts of any Loan Party,
such Loan Party shall, at such Loan Party’s sole cost and expense, but on the Administrative Agent’s behalf and for the Administrative
Agent’s account, collect as the Administrative Agent’s property and in trust for the Administrative Agent all amounts received
on such Accounts, and shall not commingle such collections with any of such Loan Party’s other funds or use the same and shall as
soon as possible and in any event no later than two (2) Business Day after the receipt thereof (i) in the case of remittances paid by
check or such other payment instruments as are customarily used to collect receivables by the Loan Parties in such country, deposit all
such remittances in their original form (after supplying any necessary endorsements) and (ii) in the case of remittances paid by wire
transfer of funds, transfer all such remittances, in each case, into a Collateral Deposit Account. Each Loan Party shall deposit in a
Collateral Deposit Account or, upon request by the Administrative Agent, deliver to such Administrative Agent, in original form and on
the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness.


 


(f)               
All deposit accounts (including a Collection Account), securities accounts, and investment accounts of each Loan Party as of the
Effective Date are set forth on Schedule 5.15.


 


(g)              
No Loan Party shall open any new deposit account, securities account or investment account (other than an Excluded Account) or
designate such account as an account into which proceeds of Accounts are to be paid unless the Administrative Agent has provided its prior
written consent and an account control agreement in form and substance reasonably satisfactory to the Administrative Agent sufficient
to give the Administrative Agent “control” over such account has been entered into between the relevant bank or financial
institution, the Administrative Agent and the applicable Loan Party.


 


Section 5.16             
Post-Closing Matters.


 


(a)            
Within thirty (30) days of the Effective Date (or such longer period as the Administrative Agent may agree in sole discretion),
the Borrower shall have delivered to the Administrative Agent each of (i) a Collateral Access Agreement required to be provided pursuant
to Section 4.13 of the Security Agreement and (ii) a deposit account control agreement required to be provided pursuant to Section 4.14
of the Security Agreement;


 


(b)              
Within thirty (30) days of the Effective Date (or such longer period as the Administrative Agent may agree in sole discretion),
the Loan Parties shall have delivered to the Administrative Agent a General Security Agreement executed by Holdings and each document
required in connection therewith, including customary opinions of counsel.


 


(c)              
Within thirty (30) days of the Effective Date (or such longer period as the Administrative Agent may agree in sole discretion),
the Loan Parties shall have delivered customary insurance endorsements in form and substance satisfactory to the Administrative Agent.


 






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ARTICLE
VI. 


Negative Covenants


 


Until all of the Secured Obligations
shall have been Paid in Full, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other
Loan Parties, with the Lenders that:


 


Section 6.01            
Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness,
except:


 


(a)              
the Secured Obligations;


 


(b)             Indebtedness
existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any
such Indebtedness in accordance with clause (f) hereof;


 


(c)              
Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary, provided that
(i) Indebtedness of any Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and
(ii) Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms
reasonably satisfactory to the Administrative Agent;


 


(d)            Guarantees
by Holdings or the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary,
provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or any other
Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted
under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated
to the Secured Obligations;


 


(e)              
Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or
capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed
in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions,
renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is
incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate
principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by
clause (f) below, shall not exceed $100,000 at any time outstanding;


 






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(f)            Indebtedness
which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced
being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b)
and, (e)
and (m) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided
that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, (ii) any
Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or any Subsidiary, (iii) no
Loan Party or any Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to
become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the
average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness other than fees and interests are
not less favorable to the obligor thereunder than the original terms of such Original Indebtedness and (vi) if such Original Indebtedness
was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance Indebtedness must include
subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable
to such Original Indebtedness;


 


(g)           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;


 


(h)           Indebtedness
of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided
in the ordinary course of business;


 


(i)            Indebtedness
representing installment insurance premiums owing in the ordinary course of business;


 


(j)            Indebtedness
with respect to any purchase price adjustment, earn-out, or contingent payment of a similar nature incurred in connection with the Permitted
Acquisition to the extent the amount thereof is no longer contingent and is fully determinable in an aggregate amount not to exceed $2,000,000;


 


(k)           unsecured
Indebtedness arising out of judgments not constituting an Event of Default under clause (k) of Article VII; and


 


(l)            Subordinated
Indebtedness in an aggregate principal amount not exceeding $100,000 at any time outstanding;.


 


(m)          Indebtedness
incurred by Holdings or any of its Subsidiaries under the SB Transaction Documents solely to the extent constituting obligations in respect
of deferred purchase price obligations in an aggregate amount not to exceed $2,000,000 at any time outstanding (or such greater amount
as consented to by the Administrative Agent) (including any holdback amount and the issuance of Convertible Debentures); and


 


(n)           Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided
that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection
with such Person becoming a Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (n) shall not
exceed $8,500,000 at any time outstanding (or such greater amount as consented to by the Administrative Agent).


 






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Section 6.02          Liens.
No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset
now owned or hereafter acquired by it, or assign or sell any income or revenues (including Accounts) or rights in respect of any
thereof, except:


 


(a)           Liens
created pursuant to any Loan Document;


 


(b)           Permitted
Encumbrances;


 


(c)           any
Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided
that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure
only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof;


 


(d)           Liens
on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure
Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within
90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not
exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any
other property or assets of the Borrower or any Subsidiary;


 


(e)           any
Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by the Borrower or any Subsidiary
or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Loan Party after the date hereof
prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created in contemplation of or in connection
with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property
or assets of the Loan Party and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition
or the date such Person becomes a Loan Party, as the case may be, and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof;


 


(f)            Liens
of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant jurisdiction
covering only the items being collected upon;


 


(g)           Liens
arising out of Sale and Leaseback Transactions permitted by Section 6.06; and


 


(h)           dispositions
of assets not prohibited by Section 6.05 and in connection therewith, customary rights and restrictions contained in agreements relating
to such dispositions pending the completion thereof;


 


(i)             Liens
in the nature of the right of setoff in favor of counterparties to contractual agreements with Borrower or any Subsidiary in the ordinary
course of business;


 






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(j)            Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into
by the Borrower or any Subsidiary in the ordinary course of business;


 


(k)           Liens
on insurance policies and the proceeds thereof securing Indebtedness permitted by Section 6.01(i);


 


(l)            leases and subleases of the properties of the Borrower or any Subsidiary granted by the Borrower or such Subsidiary, as the case
may be, to third parties, in each case (i) entered into in the ordinary course of business so long as such leases and subleases do not,
individually or in the aggregate, (A) interfere in any material respect with the ordinary conduct of the business of the Borrower or any
Subsidiary or (B) materially impair the use (for its intended purposes) or the value of the property subject thereto or (ii) entered into
on a transitional basis in connection with a Disposition otherwise permitted by this Agreement; and


 


(m)           Liens granted by a Subsidiary that is not a Loan Party in favor of the Borrower or another Loan Party in respect of Indebtedness
owed by such Subsidiary.


 


Notwithstanding the foregoing,
none of the Liens permitted pursuant to this Section 6.02 may at any time attach to the Borrower’s
Borrower’s (i) Accounts, other than those
permitted under clause (a) of the definition of Permitted Encumbrances and clause (a) above and (ii) Inventory, other than those permitted
under clauses (a) and (b) of the definition of Permitted Encumbrances and clause (a) above.


 


Section 6.03          
Fundamental Changes.


 


(a)           No
Loan Party will, nor will it permit any Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other
Person to merge into or amalgamate or consolidate with it, or otherwise Dispose of all or any substantial part of its assets, or all
or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate, wind-up
or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred
and be continuing:\


 


(i)               any
Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving entity;


 


(ii)             any
Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party;


 


(iii)             any
Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution
is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving
a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section
6.04;


 


(iv)            the
Borrower may sell, transfer, lease or otherwise dispose of its assets to a Subsidiary that is a Loan Party, any Subsidiary may sell,
transfer, lease or otherwise dispose of its assets to a Loan Party (other than Holdings), and any Subsidiary that is not a Loan Party
may sell, transfer, lease or otherwise dispose of its assets to any other Subsidiary that is not a Loan Party; and


 


(v)            
Dispositions permitted by Section 6.05.


 






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(b)           No
Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent
of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division
(with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with
the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan
Party under this Agreement and the other Loan Documents.


 


(c)           No Loan Party will, nor will it permit any Subsidiary to, engage in any business other than businesses of the type conducted by
Holdings and its Subsidiaries on the date hereof, business of the type conducted
by Stanley Brothers with Permitted SB Transactions are consummated, and businesses reasonably related thereto.


 


(d)           No
Loan Party will, nor will it permit any Subsidiary to change its fiscal year or any fiscal quarter from the basis in effect on the Effective
Date.


 


(e)           Holdings
will not engage in any business or activity other than (i) the ownership of all of the outstanding Equity Interests of the Borrower and
activities incidental thereto, and (ii) entering into and consummating the Permitted
Acquisition, and (iii) entering into and consummating the Permitted SSB
Transactions. Holdings will not own or acquire any assets (other than (x) Equity Interests of the Borrower or any Person pursuant
to the Permitted Acquisition or the Permitted SB Transactions
and (y) the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under
the Loan Documents, liabilities under the agreements for the Permitted Acquisition or
the Permitted SB Transactions and liabilities reasonably incurred in connection with its maintenance of its existence) and
guarantees of Indebtedness of its Subsidiaries as permitted under Section 6.01).


 


(f)            Except
as permitted under Section 1.04(b), no Loan Party will change the accounting basis upon which its financial statements are prepared.


 


(g)           No Loan Party will change the tax filing elections it has made under the Code.


 


Section 6.04         
Investments, Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to, form
any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a
Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including
any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any
obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire
(in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase
of assets, merger or otherwise), except:


 






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(a)           Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties
or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties;


 


(b)           investments
in existence on the date hereof and described in Schedule 6.04 and any modification, replacement, reinvestment, renewal or extension
thereof to the extent not involving any additional net Investment;


 


(c)           investments
by Holdings in the Borrower and by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided
that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement (subject to the definition
of Excluded Assets) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together
with outstanding intercompany loans permitted under Section 6.04(d) and outstanding Guarantees permitted under Section 6.04(e)) shall
not exceed $250,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);


 


(d)           loans
or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided
that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security
Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with
outstanding investments permitted under Section 6.04(c) and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed
$250,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);


 


(e)           Guarantees constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness
of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under
clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (ii) to the proviso to Section
6.04(d)) shall not exceed $250,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);


 


(f)            loans
or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices
for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 in the aggregate at any one
time outstanding;


 


(g)           notes
payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement
of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices;


 


(h)           investments in the form of Swap Agreements permitted by Section 6.07;


 


(i)            investments
of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any
Subsidiary, so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger;


 






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(j)            investments received in connection with the disposition of assets permitted by Section 6.05;


 


(k)           the
Permitted Acquisition; and


 


(l)            investments
constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”.;


 


(m)          the
investment evidenced by that certain Secured Promissory Note, dated November 13, 2020, made by Jess Stanley, Matthew Lindsey and the
trustee of the Master and A Hound Irrevocable Trust payable to Holdings in the principal amount of $1,000,000; and 


 


(n)           the Permitted SB Transactions.


 


Section 6.05          
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, Dispose of any asset, including any Equity Interest
owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the
Borrower or another Subsidiary in compliance with Section 6.04), except:


 


(a)           Dispositions
of (i) Inventory in the ordinary course of business, including pursuant to licensing arrangements in Canada acceptable to the Administrative
Agent in its Permitted Discretion, and (ii) used, obsolete, worn out or surplus Equipment or property in the ordinary course of business;


 


(b)           Dispositions of assets to the Borrower or any Subsidiary, provided that any such Dispositions involving a Subsidiary that
is not a Loan Party shall be made in compliance with Section 6.09;


 


(c)           Dispositions
of Accounts (excluding sales or dispositions in a factoring arrangement) in connection with the compromise, settlement or collection
thereof;


 


(d)           Dispositions
of Permitted Investments;


 


(e)           Sale
and Leaseback Transactions permitted by Section 6.06;


 


(f)            Dispositions
resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding
of, any property or asset of the Borrower or any Subsidiary;


 


(g)           dispositions
of property as a result of a casualty event involving such property or any disposition of real property to a Governmental Authority as
a result of a condemnation of such real property;


 


(h)           dispositions
consisting of Liens permitted by Section 6.02 (other than by reference to this Section 6.05 or any clause hereof);


 


(i)            dispositions
consisting of Investments permitted by Section 6.04 (other than by reference to this Section 6.05 or any clause hereof);


 






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(j)            dispositions of investments in joint ventures, to the extent required by, or made pursuant to customary buy/sell arrangements
between the joint venture parties set forth in joint venture arrangements and similar binding arrangements entered into in connection
with an investment permitted hereunder;


 


(k)           settlement
or termination of Swap Agreements;


 


(l)            any
Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution
is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and


 


(m)          the
surrender, waiver or settlement of contractual rights in the ordinary course of business, or the surrender, waiver or settlement of claims
and litigation claims (whether or not in the ordinary course of business) so long as the amount in controversy is less than $100,000;


 


(n)           Dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that
are not permitted by any other clause of this Section, provided that the aggregate fair market value of all assets Disposed of
in reliance upon this paragraph (g) shall not exceed $100,000 during any fiscal year of the Borrower; provided that all Dispositions
permitted under this Section 6.05 (other than those permitted by paragraphs (b), (d), (f), (g), (h), (i), (j) and (m) above) shall be
made for fair value and for at least 75% cash consideration.


 


Section 6.06        
Sale and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly
or indirectly, whereby it shall sell or transfer any property, real or personal, 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 sold or transferred (a “Sale and Leaseback Transaction”), except for any such sale of any
fixed or capital assets by the Borrower or any Subsidiary that is made for cash consideration in an amount not less than the fair value
of such fixed or capital asset and is consummated within 90 days after the Borrower or such Subsidiary acquires or completes the construction
of such fixed or capital asset.


 


Section 6.07          Swap
Agreements. No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap Agreement, except (a) Swap Agreements entered
into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests
of the Borrower or any Subsidiary), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates
(from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability
or investment of the Borrower or any Subsidiary.


 


Section 6.08      
     Restricted Payments; Certain Payments of Indebtedness.


 


(a)           No
Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except:


 






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(i)              each of Holdings and the Borrower may declare and pay dividends with respect to its common stock payable solely in additional
shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or
in shares of its common stock;


 


(ii)             Subsidiaries
may declare and pay dividends ratably with respect to their Equity Interests;


 


(iii)           
so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma
effect) thereto the Borrower and any Subsidiaries may repurchase Equity Interests from any current or former officer, director, employee
or consultant to comply with Tax withholding obligations relating to Taxes payable by such Person upon the grant or award of such Equity
Interests (or upon vesting thereof) in an aggregate amount not exceeding $100,000 in any fiscal year of the Borrower;


 


(iv)            so
long as no Default or Event of Default has occurred and is then continuing or would arise after giving effect (including pro forma effect)
thereto, the Borrower and any Subsidiaries may purchase Equity Interests from present or former officers, directors or employees of the
Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director or
employee, in an aggregate amount not exceeding $100,000 in any fiscal year of the Borrower;


 


(v)             the
Borrower may make Restricted Payments, not exceeding $100,000 during any fiscal year, pursuant to and in accordance with stock option
plans or other benefit plans for management or employees of Holdings and its Subsidiaries;


 


(vi)            payments
of severance, change-in-control payments, retention bonuses and other similar required payments in connection with the Permitted Acquisition
in an aggregate amount not to exceed $5,000,000; and


 


(vii)          
the Borrower may make other Restricted Payments in an aggregate amount not to exceed $500,000 in any fiscal year subject to the
satisfaction of the Payment Condition.;
and


 


(viii)         
Restricted Payments made in connection with the Permitted SB Transactions.


 


(b)           No
Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution
(whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other
distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:


 


(i)               payment
of Indebtedness created under the Loan Documents;


 






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(ii)              payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under
Section 6.01, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof;


 


(iii)            
refinancings of Indebtedness to the extent permitted by Section 6.01; and


 


(iv)           
payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05.;
and


 


(v)             so long as Default or Event of Default has occurred or would result therefrom, payments
of Indebtedness made in connection with the Permitted SB Transactions.


 


Section 6.09         
Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions
with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms
and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated
third parties, (b) transactions between or among the Loan Parties not involving any other Affiliate, (c) any investment permitted by Sections
6.04(c) or 6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e) any Restricted Payment permitted by Section 6.08, (f) loans
or advances to employees permitted under Section 6.04(f), (g) the payment of reasonable fees to directors of the Borrower or any Subsidiary
who are not employees of the Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided
for the benefit of, directors, officers or employees of the Borrower or its Subsidiaries in the ordinary course of business, and
(h) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors,
and (i) the Permitted SB Transactions.


 


Section 6.10           Restrictive
Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly enter into, incur or permit to exist
any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any
Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay
dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to the Borrower or any other
Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply
to restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) the foregoing shall not apply to restrictions
and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any
amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions
and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing
shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if
such restrictions or conditions apply only to the property or assets securing such Indebtedness,
and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the
assignment thereof.


 






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Section 6.11         
Amendment of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of
its rights under (a) any agreement relating to any Subordinated Indebtedness or (b) its charter, articles or certificate of organization
or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents, to the
extent any such amendment, modification or waiver would be adverse to the Lenders.


 


Section 6.12          
Financial Covenants.


 


(a)           Fixed
Charge Coverage Ratio. The Borrower will not permit the Fixed Charge Coverage Ratio, as of the end of any calendar month following
which the Borrower has demonstrated a Fixed Charge Coverage Ratio of 1.00 to 1.00 in a form acceptable to the Administrative Agent in
its sole discretion, to be less than 1.00 to 1.00.


 


(b)           Minimum EBITDA. The Borrower shall have, prior to the achievement by the Borrower of a Fixed Charge Coverage Ratio of 1.00
to 1.00 in a form acceptable to the Administrative Agent in its sole discretion, EBITDA of not less than the amount set forth on Schedule
6.12(b).


 


(c)           Minimum Liquidity. The Borrower shall have, at all times, Liquidity of not less than $20,000,000.


 


Section 6.13          
Pension Plan. No Loan Party will have, or have any liability or obligation in relation to, any Pension Plan.


 


ARTICLE
VII.

Events of Default


 


If any of the following events
(“Events of Default”) shall occur:


 


(a)           the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when
and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)           the
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of
this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of three (3) Business Days;


 


(c)            any
representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection with, this Agreement
or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment
or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been materially incorrect when made or deemed
made;


 






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(d)           any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect to
a Loan Party’s existence) or 5.08 or in Article VI;


 


(e)           any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified
in clause (a), (b) or (d)), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of any Responsible
Officer of a Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given
at the request of any Lender) if such breach relates to terms or provisions of Section 5.01, 5.02 (other than Section 5.02(a)), 5.03
through 5.07, 5.10, 5.11, 5.13 or 5.16 of this Agreement or (ii) 15 days after the earlier of any Responsible Officer of a Loan Party’s
knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if
such breach relates to terms or provisions of any other Section of this Agreement or any other Loan Document;


 


(f)            any
Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of
any Material Indebtedness, when and as the same shall become due and payable after giving effect to any applicable cure or grace period
provided in the applicable agreement or instrument under which such Indebtedness was created;


 


(g)           any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits
(with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or
agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale
or transfer is permitted by the terms of Section 6.05;


 


(h)           an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of a Loan Party or Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for any Loan Party or any Subsidiary or for a substantial part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any
of the foregoing shall be entered;


 






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(i)            any
Loan Party or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or
other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii)
consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause
(h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar
official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors
or (vi) take any action for the purpose of effecting any of the foregoing;


 


(j)            any
Loan Party or any Subsidiary shall become unable, admit in writing its inability, or publicly declare its intention not to, or fail generally,
to pay its debts as they become due;


 


(k)           (i)
one or more judgments for the payment of money in an aggregate amount in excess of $250,000 shall be rendered against any Loan Party,
any Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during
which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any
assets of any Loan Party or any Subsidiary to enforce any such judgment; provided that any such amount shall be calculated after deducting
from the sum so payable any amount of such judgment or order that is covered by a valid and binding policy of insurance issued by an
unaffiliated insurer in favor of the Loan Party or such Subsidiary (but only if the applicable insurer shall have been advised of such
judgment and of the intent of the Loan Party or such Subsidiary to make a claim in respect of any amount payable by it in connection
therewith and such insurer shall not have disputed coverage) or (ii) any Loan Party or any Subsidiary shall fail within thirty (30) days
to discharge one or more non-monetary judgments or orders under clause (i) or (ii) which, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being
appropriately contested in good faith by proper proceedings diligently pursued;


 


(l)            an
ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in a Material Adverse Effect;


 


(m)          a
Change in Control shall occur;


 


(n)           the
occurrence of any “default”, as defined in any Loan Document (other than this Agreement), or the breach of any of the terms
or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein
provided;


 


(o)           the
Loan Guaranty or any Obligation Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or
to assert the invalidity or unenforceability of the Loan Guaranty or any Obligation Guaranty, or any Loan Guarantor shall fail to comply
with any of the terms or provisions of the Loan Guaranty or any Obligation Guaranty to which it is a party, or any Loan Guarantor shall
deny that it has any further liability under the Loan Guaranty or any Obligation Guaranty to which it is a party, or shall give notice
to such effect, including, but not limited to notice of termination delivered pursuant to Section 10.08 or any notice of termination
delivered pursuant to the terms of any Obligation Guaranty;


 






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(p)           except
as permitted by the terms of any Loan Document, (i) any Collateral Document shall for any reason fail to create a valid security interest
in any Collateral purported to be covered thereby, or (ii) any Lien securing any Secured Obligation shall cease to be a perfected, first
priority Lien (subject only to the Permitted Encumbrances);


 


(q)           except
as permitted by the terms of any Loan Document, any Collateral Document shall fail to remain in full force or effect or any action shall
be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document;


 


(r)            except as permitted by the terms of any Loan Document, any material provision of any Loan Document for any reason ceases to be
valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document
or shall assert in writing, or engage in any action or inaction that evidences its assertion, that any provision of any of the Loan Documents
has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms);


 


(s)           a
Regulatory Default shall occur; or


 


(t)            any
Loan Party is criminally indicted or convicted under any law that may reasonably be expected to lead to a forfeiture of any property
of such Loan Party having a fair market value in excess of $250,000; or


 


(u)           consummation
of the SB Transaction prior to the satisfaction of clause (d) of the defined term “Permitted SB Transactions”.


 


then, and in every such
event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to
the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments whereupon
the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, but
ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared
to be due and payable, together with accrued interest thereon and all fees (including, for the avoidance of doubt, any break funding
payment) and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall become due and payable
immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower, and (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(j) hereof; and in the case of any
event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and
the principal of the Loans then outstanding, and cash collateral for the LC Exposure, together with accrued interest thereon and all
fees (including, for the avoidance of doubt, any break funding payments) and other obligations of the Borrower accrued hereunder and
under any other Loan Documents, shall automatically become due and payable, in each case without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event
of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable
to the Loans and other Obligations as set forth in this Agreement and exercise any rights and remedies provided to the
Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.


 






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ARTICLE
VIII.

The Administrative Agent


 


Section 8.01       
    Authorization and Action.


 


(a)            Each
Lender, on behalf of itself and any of its Affiliates that are Secured Parties and each Issuing Bank hereby irrevocably appoints the
entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent
and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such
actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the
Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. In addition, to the extent
required under the laws of any jurisdiction other than within the United States, each Lender and each Issuing Bank hereby grants to the
Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction
on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank hereby
authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which
the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such
Loan Documents.


 


(b)           As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked
in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent
shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the
Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks
with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action
that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief
of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement
of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may
seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting
until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any
other Loan Party, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as
Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend
or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.


 






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(c)           
In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely
on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance
of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:


 


(i)              
the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship
as the agent, fiduciary or trustee of or for any Lender, Issuing Bank, any other Secured Party or holder of any other obligation other
than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred
and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any
other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express)
obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended
to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not
assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection
with this Agreement and/or the transactions contemplated hereby; and


 


(ii)             
nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the
profit element of any sum received by the Administrative Agent for its own account.


 


(d)           The
Administrative Agent may perform any 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 subagent may perform
any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory
provisions of this Article 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 pursuant to this Agreement. The Administrative Agent shall not be responsible for the
negligence or misconduct of any sub-agent 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-agent.


 


(e)            None
of any Syndication Agent, any Co-Documentation Agent or any Arranger shall have obligations or duties whatsoever in such capacity
under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such
persons shall have the benefit of the indemnities provided for hereunder.


 






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(f)               
In case of the pendency of any proceeding with respect to any Loan Party under any federal, state, provincial or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of
any Loan or any reimbursement obligation in respect of any LC Disbursement 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
(but not obligated) 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, LC Disbursements
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and
9.03) 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 proceeding is hereby authorized
by each Lender, each Issuing Bank and each other Secured Party 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, the Issuing Banks or the other Secured
Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents
(including under Section 9.03). 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 Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting
the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of
any Lender or Issuing Bank in any such proceeding.


 


(g)              
The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and,
except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article,
none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under
any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral
and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.


 


Section 8.02       
Administrative Agent’s Reliance, Indemnification, Etc.


 


(a)               Neither
the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such
party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents
(x) with the consent of 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 to be necessary, under the circumstances as provided in the
Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless
otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner
to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof
contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or
provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or
for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party to perform its obligations hereunder or thereunder.


 






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(b)              
The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating
that it is a “notice of default”) is given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank, and the
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or
in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth
in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of
any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or
elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required
to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being
acceptable or satisfactory to the Administrative Agent.


 


(c)              
Without limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such
promissory note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b),
(iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected by
it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender
or Issuing Bank for any statements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement
or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter
of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, may presume that such condition is
satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender
or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and (vi) 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 notice,
consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website
posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent
or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the
Loan Documents for being the maker thereof).


 


Section 8.03       
Posting of Communications.


 


(a)              
The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the
Lenders and the Issuing Banks by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic system
chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).


 


(b)              
Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures
and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password
authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access
the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and the Borrower acknowledges
and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is
not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform,
and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks
and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes
the risks of such distribution.


 


(c)                  THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES
(AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM
AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. 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 THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS
OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY CO-DOCUMENTATION AGENT, ANY SYNDICATION
AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN
PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE
AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.


 






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“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan
Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender
or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.


 


(d)              
Each Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have
been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes
of the Loan Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form
of electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the
foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.


 


(e)              
Each of the Lenders, each of the Issuing Banks and the Borrower agrees that the Administrative Agent may, but (except as may be
required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with
the Administrative Agent’s generally applicable document retention procedures and policies.


 


(f)               
Nothing herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other
communication pursuant to any Loan Document in any other manner specified in such Loan Document.


 


Section 8.04       
The Administrative Agent Individually. With respect to its Commitment, Loans and Letters of Credit, the Person serving as
the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities
as and to the extent set forth herein for any other Lender or Issuing Bank, as the case may be. The terms “Issuing Banks”,
 “Lenders”, “Required Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include
the Administrative Agent in its individual capacity as a Lender, Issuing Bank or as one of the Required Lenders, as applicable. The Person
serving as the Administrative Agent 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 or other business with, any Loan Party,
any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty
to account therefor to the Lenders or the Issuing Banks.


 


Section 8.05       
Successor Administrative Agent.


 


(a)               The
Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Banks
and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required
Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring
Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders
and the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an
Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which
approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon
the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent
shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon
the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring
Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action
as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan
Documents.


 






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(b)           
Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and
shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign,
the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower,
whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security
interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative
Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue
to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession
of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent
is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative
Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain
the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any
other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly
to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall
directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation
from its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement
and indemnification provisions set forth in any other Loan Document, 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 while
the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause
(a) above.


 


Section 8.06       
Acknowledgements of Lenders and Issuing Banks.


 


(a)               Each
Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and
that it has, independently and without reliance upon the Administrative Agent, any Arranger, any Syndication Agent, any
Co-Documentation Agent, or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to
make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the
Administrative Agent, any Arranger, any Syndication Agent, any Co-Documentation Agent, or any other Lender, or any of the Related
Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information
within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time
deem appropriate, continue to make its own 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.


 






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(b)              
Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment
and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt
of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory
to, the Administrative Agent or the Lenders on the Effective Date or the effective date of any such Assignment and Assumption or any other
Loan document pursuant to which it shall have become a Lender hereunder.


 


(c)              
Each Lender hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent;
(ii) the Administrative Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report
or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (B) shall not be liable
for any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations, and that any Person performing
any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’
books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no
obligation to update, correct or supplement the Reports; (iv) it will keep all Reports confidential and strictly for its internal use,
not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (v) without
limiting the generality of any other indemnification provision contained in this Agreement, (A) it will hold the Administrative Agent
and any such other Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying
Lender may reach or draw from any Report in connection with any extension of credit that the indemnifying Lender has made or may make
to the Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans;
and (B) it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report
harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’
fees) incurred by the Administrative Agent or any such other Person as the direct or indirect result of any third parties who might obtain
all or part of any Report through the indemnifying Lender.


 


Section 8.07       
Collateral Matters.


 


(a)               Except
with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to
file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the
Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and
remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance
with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within
the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by
any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a
power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and
perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.


 






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(b)              
In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under
which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or
be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of
any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured
Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have
appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound
by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.


 


(c)              
The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, 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 6.02(b). The 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 or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.


 


Section 8.08       
Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required
Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of
some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or
through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions
of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions
to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or
with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable
law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall
be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect
to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall 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) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle
or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be
authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles (ii)
each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action
under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative shall
be authorized 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, and the governing documents shall provide for, control by the vote of the Required
Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle
or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions
by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle
or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit
bid, interests, whether as equity, partnership interests, limited partnership interests or membership interests, in any such acquisition
vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle
to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire
Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition
vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be
reassigned to the Secured Parties pro rata with their original interest in such Obligations and the equity interests and/or debt instruments
issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party
or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party
are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents
and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or
debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation
of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such
credit bid.


 






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Section 8.09       
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 its respective Affiliates, 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 the Plan Asset Regulations) of one or more Benefit Plans
in connection with the Loans, the Letters of Credit or the Commitments,


 


(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,


 


(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 subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a)
of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv)            
such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)              
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such
Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or
any other Loan Party, that none of the Administrative Agent, any Arranger, any Syndication Agent, any Co-Documentation Agent or any of
their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (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 to
hereto or thereto).


 


(c)               The
Administrative Agent and each Arranger, Syndication Agent and Co-Documentation Agent hereby informs the Lenders that each such
Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the
transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such
Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the
Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if it extended the Loans, the Letters of Credit
or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the
Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the
Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees,
underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees,
letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums,
banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 






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Section 8.10       
Flood Laws. JPMorgan has adopted internal policies and procedures that address requirements placed on federally regulated
lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). JPMorgan,
as administrative agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute
to each Lender in the syndicate) documents that it receives in connection with the Flood Laws. However, JPMorgan reminds each Lender and
Participant in the facility that, pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant
in the facility) is responsible for assuring its own compliance with the flood insurance requirements.


 


ARTICLE
IX.

Miscellaneous


 


Section 9.01       
Notices.


 


(a)              
Except in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and
subject in each case to paragraph (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, as follows:


 


		(i)	if to any Loan Party, to it in care of the Borrower at:



 


Charlotte’s Web, Inc.

1600 Pearl Street, Suite 300

Boulder, CO 80301

Attention: Mario M. Pasquale

  


E-mail: ***


 


Copies of any notices pursuant Article VII shall be sent to:


 


Bryan Cave Leighton Paisner LLP

One Metropolitan Square, Suite 3600

St. Louis, MO 63102-2750

Attention: Bart D. Wall, Esq.

Email: bdwall@bryancave.com


 


		(ii)	if to the Administrative Agent or JPMorgan in its capacity as an Issuing Bank, to JPMorgan Chase Bank,
N.A. at:



 


JPMorgan Chase Bank, N.A.

Asset Based Lending

3424 Peachtree Road NE

21st Floor-Suite 2150

Atlanta, GA 30326


 


Attention: Portfolio Manager – Charlotte’s Web


 


		(iii)	if to any other Lender or Issuing Bank, to it at its address or fax number set forth in its Administrative
Questionnaire.



 






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All such notices and other communications
(i) sent by hand or overnight courier service, or mailed by certified or registered mail shall be deemed to have been given when received,
(ii) sent by fax shall be deemed to have been given when sent, provided that if not given during normal business hours for the
recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day of the
recipient, or (iii) delivered through Electronic Systems or Approved Electronic Platforms, as applicable, to the extent provided in paragraph
(b) below shall be effective as provided in such paragraph.


 


(b)              
Notices and other communications to the Lenders hereunder may be delivered or furnished by using Electronic Systems or Approved
Electronic Platforms, as applicable, or pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall
not apply to notices pursuant to Article II or to compliance and no Default certificates delivered pursuant to Section 5.01(c) unless
otherwise agreed by the Administrative Agent and the applicable Lender. Each of the Administrative Agent and the Borrower (on behalf of
the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by using Electronic Systems
or Approved Electronic Platforms, as applicable, pursuant to procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications. Unless the Administrative Agent otherwise proscribes, all such notices and other communications
(i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient
(such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided
that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at
the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification
that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii)
above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication
shall be deemed to have been sent at the opening of business on the next Business Day of the recipient.


 


(c)              
Any party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice
to the other parties hereto.


 


Section 9.02       
Waivers; Amendments.


 


(a)              
 No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder
and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver
of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank
may have had notice or knowledge of such Default at the time.


 






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(b)               Subject
to Section 2.14(c), 2.14(d) and Section 9.02(d) below, neither this Agreement nor any other Loan Document nor any provision hereof
or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an
agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties
thereto, with the consent of the Required Lenders; provided that no such agreement shall (A) increase the Commitment of any
Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (B) reduce or forgive the
principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees
payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly
affected thereby (except that (x) any amendment or modification of the financial covenants in this Agreement (or defined terms used
in the financial covenants in this Agreement) shall not constitute a reduction in the rate of interest or fees for purposes of this
clause (ii) and (y) only the consent of the Required Lenders shall be necessary to reduce or waive any obligation of the Borrower to
pay interest or fees at the applicable default rate set forth in Section 2.13(c)), (C) postpone any scheduled date of payment of the
principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected
thereby, (D) change Section 2.09(c) or Section 2.18(b) or (d) in a manner that would alter the ratable reduction of Commitments or
the manner in which payments are shared, without the written consent of each Lender (other than any Defaulting Lender), (E) increase
the advance rates set forth in the definition of Borrowing Base or add new categories of eligible assets, without the written
consent of each Revolving Lender (other than any Defaulting Lender), (F) change any of the provisions of this Section or the
definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of
Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any
consent thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly affected thereby, (G)
change Section 2.20, without the consent of each Lender (other than any Defaulting Lender), (H) release any Guarantor from its
obligation under its Loan Guaranty or Obligation Guaranty (except as otherwise permitted herein or in the other Loan Documents),
without the written consent of each Lender (other than any Defaulting Lender), or (I) except as provided in clause (c) of this
Section or in any Collateral Document, release all or substantially all of the Collateral without the written consent of each Lender
(other than any Defaulting Lender); provided further that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent, or the Issuing Bank hereunder without the prior written consent of the Administrative
Agent or the Issuing Bank, as the case may be (it being understood that any amendment to Section 2.20 shall require the consent of
the Administrative Agent and the Issuing Bank); provided further that no such agreement shall amend or modify the provisions of
Section 2.07 or any letter of credit application and any bilateral agreement between the Borrower and the Issuing Bank regarding the
Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between the Borrower and the Issuing Bank in
connection with the issuance of Letters of Credit without the prior written consent of the Administrative Agent and the Issuing
Bank, respectively. The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into
pursuant to Section 9.04. Any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms
affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class),
may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number or percentage in
interest of each affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders
were the only Class of Lenders hereunder at the time.


 






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(c)              
The Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion,
to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of all Secured
Obligations, and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting
property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or
disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate,
without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interests of a
Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty or Obligation Guaranty provided by such Subsidiary, (iii)
constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this
Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies
of the Administrative Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Administrative
Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that the
Administrative Agent may, in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $100,000 during
any calendar year without the prior written authorization of the Required Lenders (it being agreed that the Administrative Agent may rely
conclusively on one or more certificates of the Borrower as to the value of any Collateral to be so released, without further inquiry).
Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released)
upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale,
all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents
in connection with any such release shall be without recourse to or warranty by the Administrative Agent.


 


(d)              
 Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the Borrower only, amend, modify
or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 


Section 9.03       
Expenses; Indemnity; Damage Waiver.


 


(a)              
The Loan Parties, jointly and severally, shall pay all (i) reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection
with the syndication and distribution (including, without limitation, via the internet or through an Electronic System or Approved Electronic
Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications
or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated),
(ii) reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and (iii) out-of-pocket expenses incurred by the Administrative
Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the
Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents,
including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses
being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses
incurred in connection with:


 






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(A)              
appraisals and insurance reviews;


 


(B)           
field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent
or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination;


 


(C)            
background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of
the Administrative Agent;


 


(D)            
Taxes, fees and other charges for (i) lien and title searches and title insurance and (ii) recording any mortgages, filing financing
statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;


 


(E)             
sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay
or take; and


 


(F)             
forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock
boxes, and costs and expenses of preserving and protecting the Collateral.


 


All of the foregoing fees, costs
and expenses may be charged to the Borrower as Revolving Loans or to another deposit account, all as described in Section 2.18(c).


 


(b)           
The Loan Parties, jointly and severally, shall indemnify the Administrative Agent, each Arranger, each Syndication Agent, each
Co-Documentation Agent, the Issuing Bank and each Lender, 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, penalties,
incremental taxes, liabilities and related reasonable and documented out-of-pocket expenses, including the reasonable and documented out-of-pocket
fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance
by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated
hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank 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 or operated
by a Loan Party or a Subsidiary, or any Environmental Liability related in any way to a Loan Party or a Subsidiary, (iv) the failure of
a Loan Party to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment
made by such Loan Party for Taxes pursuant to Section 2.17, or (v) any actual or prospective claim, litigation, investigation, arbitration
or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation, arbitration or proceeding is brought
by any Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort
or any other theory 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, penalties, liabilities or related expenses 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. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising
from any non-Tax claim.


 






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(c)               Each
Lender severally agrees to pay any amount required to be paid by any Loan Party under paragraph (a) or (b) of this Section 9.03 to
the Administrative Agent and each Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Agent
Indemnitee”) (to the extent not reimbursed by the Loan Parties and without limiting the obligation of any Loan Party to do
so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this
Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have
been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and
all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever
that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent
Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any
documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or
omitted by such Agent Indemnitee under or in connection with any of the foregoing; 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 such Agent
Indemnitee in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by
a final and non-appealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross
negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the Payment in
Full of the Secured Obligations.


 






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(d)              
To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any
Indemnitee, (i) for any damages arising from the use by others of information or other materials obtained through telecommunications,
electronic or other information transmission systems (including the Internet), or (ii) 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 or thereby, the Transactions, any Loan or Letter
of Credit or the use of the proceeds thereof; provided that, nothing in this paragraph (d) shall relieve any Loan Party of any
obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee
by a third party.


 


(e)              
All amounts due under this Section shall be payable promptly after written demand therefor.


 


Section 9.04       
Successors and Assigns.


 


(a)              
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this Section. 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
(including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c)
of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing
Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)              
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an
Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment,
participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably
withheld) of:


 






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(A)             the
Borrower, provided that, the Borrower shall be deemed to have consented to an assignment of all or a portion of the Revolving
Loans and Commitments unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days
after having received notice thereof, and provided further that no consent of the Borrower shall be required for (i) an
assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any
other assignee;


 


(B)             
the Administrative Agent; and


 


(C)             
the Issuing Bank.


 


(ii)             
Assignments shall be subject to the following additional conditions:


 


(A)             except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided
that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;


 


(B)             
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;


 


(C)             
the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and
recordation fee of $3,500; and


 


(D)             the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all syndicate-level information (which may contain material nonpublic information about
the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive
such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities
laws.


 


For the purposes of this Section
9.04(b), the terms “Approved Fund” and “Ineligible Institution” have the following meanings:


 


“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business and 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.


 






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“Ineligible
Institution” means a (a) natural person, (b) a Defaulting Lender or its Parent, (c) holding company, investment vehicle or trust
for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided that, with respect to
clause (c), such holding company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established
for the primary purpose of acquiring any Loans or Commitments, (y) is managed by a professional advisor, who is not such natural person
or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has assets greater
than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans and similar extensions of credit
in the ordinary course of its business; provided that upon the occurrence and during the continuance of an Event of Default, any
Person (other than a Lender) shall be an Ineligible Institution if after giving effect to any proposed assignment to such Person, such
Person would hold more than 25% of the then outstanding Aggregate Revolving Exposure or Commitments, as the case may be or (d) a Loan
Party or a Subsidiary or other Affiliate of a Loan Party.


 


(iii)           
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party hereto 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 2.15, 2.17 and 9.03). Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 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 paragraph (c)
of this Section.


 


(iv)            
The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices
a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative
Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as
a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection
by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 






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(v)               Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent
applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to
which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed
Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred
to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided
that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to
Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such
Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in
full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.


 


(c)              
Any Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent or the Issuing Bank, sell participations
to one or more banks or other entities (a “Participant”) other than an Ineligible Institution 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 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 Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and 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, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant.
The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15 and 2.17 (subject to the requirements and
limitations therein, including the requirements under Sections 2.17(f) and (g) (it being understood that the documentation required under
Section 2.17(f) shall be delivered to the participating Lender and the information and documentation required under Section 2.17(g) will
be delivered to the Borrower and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions
of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any
greater payment under Sections 2.15 or 2.17 with respect to any participation than its participating 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 the Participant
acquired the applicable participation.


 






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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 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to
Section 2.18(d) 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 stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement
or any other Loan Document (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 this Agreement or any
other 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. 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.


 


(d)              
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and
this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.


 


Section 9.05       
Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in
the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered
to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making
of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter
of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.17 and 9.03
and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement
or any other Loan Document or any provision hereof or thereof.


 


Section 9.06       
Counterparts; Integration; Effectiveness; Electronic Execution.


 


(a)               This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan
Documents and any separate letter agreements with respect to (i) fees payable to the Administrative Agent and (ii) increases or
reductions of the Issuing Bank Sublimit of the Issuing Bank 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 which, 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 successors and assigns.


 






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(b)              
Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means
that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this
Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like
import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby or thereby
shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic
signatures in any form or format without its prior written consent.


 


Section 9.07       
Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction.


 


Section 9.08        Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank, and each of their
respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any
time owing, by such Lender, such Issuing Bank or any such Affiliate, to or for the credit or the account of any Loan Party against
any and all of the Secured Obligations owing to such Lender or such Issuing Bank or their respective Affiliates, irrespective of
whether or not such Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and
although such obligations of the Loan Parties may be contingent or unmatured or are owed to a branch office or Affiliate of such
Lender or such Issuing Bank 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, (x) all amounts so set off shall be
paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 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 Issuing Banks, and the Lenders, and (y) 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 applicable Lender, the Issuing Bank or such Affiliate shall notify the Borrower and the
Administrative Agent of such setoff or application; provided that the failure to give such notice shall not affect the validity of
such setoff or application under this Section. The rights of each Lender, each Issuing Bank and their respective Affiliates under
this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or
their respective Affiliates may have.


 






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Section 9.09       
Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)               The
Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance
with the internal laws of the State of New York, but giving effect to federal laws applicable to national banks.


 


(b)              Each
of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions
of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party relating to this Agreement,
any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated hereby or thereby shall
be construed in accordance with and governed by the law of the State of New York.


 


(c)              
Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of any U.S. federal or New York state court sitting in New York, New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to any Loan Documents, the transactions relating hereto or thereto, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action
or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related
Parties may only) be heard and determined in such state court or, to the extent permitted by law, in such federal court. Each of the parties
hereto agrees that a final judgment in any such action 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 any other Loan Document shall affect any right
that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.


 


(d)              Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.


 


(e)               Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted
by law.


 






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Section 9.10       
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY 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, 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 OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION.


 


Section 9.11       
Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section 9.12      Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to
the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c) to the extent required by any Requirement of Law or by any subpoena or similar legal process, (d) to
any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or
any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (y)
any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and
their obligations, (g) with the consent of the Borrower, (h) to holders of Equity Interests in the Borrower, (i) to any Person
providing a Guarantee of all or any portion of the Secured Obligations, or (j) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, the Issuing Bank
or any Lender on a non-confidential basis from a source other than the Borrower. For the purposes of this Section,
 “Information” means all information received from the Borrower relating to the Borrower or its business, other
than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis
prior to disclosure by the Borrower and other than information pertaining to this Agreement provided by arrangers to data service
providers, including league table providers, that serve the lending industry; provided that, in the case of information
received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


 






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Section 9.13       
Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and
not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender
from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined
in Regulation U of the Federal Reserve Board) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement
to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrower in violation
of any Requirement of Law.


 


Section 9.14      
USA PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party
that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies such
Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify
such Loan Party in accordance with the USA PATRIOT Act.


 


Section 9.15      
Disclosure. Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent
and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan
Parties and their respective Affiliates.


 


Section 9.16       
Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens,
for the benefit of the Administrative Agent and the other Secured Parties, in assets which, in accordance with Article 9 of the UCC or
any other applicable law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain
possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative
Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance
with the Administrative Agent’s instructions.


 


Section 9.17       Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable
in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB
Rate to the date of repayment, shall have been received by such Lender.


 






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Section 9.18       
No Fiduciary Duty, etc.


 


(a)              
 The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Loan Party will have any
obligations except those obligations expressly set forth herein and in the other Loan Documents and each Loan Party is acting solely in
the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions
contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The
Borrower agrees that it will not assert any claim against any Loan Party based on an alleged breach of fiduciary duty by such Loan Party
in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no
Loan Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction.
The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation
and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Loan Parties shall have no responsibility
or liability to the Borrower with respect thereto.


 


(b)              
The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Loan Party, together
with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing
investment banking and other financial services. In the ordinary course of business, any Loan Party may provide investment banking and
other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other
securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the
Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Loan Party
or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised
by the holder of the rights, in its sole discretion.


 


(c)              
In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Loan Party
and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other
companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No
Loan Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents
or its other relationships with the Borrower in connection with the performance by such Loan Party of services for other companies, and
no Loan Party will furnish any such information to other companies. The Borrower also acknowledges that no Loan Party has any obligation
to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information
obtained from other companies.


 


Section 9.19        Marketing
Consent. The Borrower hereby authorizes JPMorgan and its affiliates (collectively, the “JPMorgan Parties”),
at their respective sole expense, but without any prior approval by the Borrower, to include the Borrower’s name and logo in
advertising slicks posted on its internet site, in pitchbooks or sent in mailings to prospective customers and to give such other
publicity to this Agreement as each may from time to time determine in its sole discretion. Notwithstanding the foregoing, JPMorgan
Parties shall not publish the Borrower’s name in a newspaper or magazine without obtaining the Borrower’s prior written
approval. The foregoing authorization shall remain in effect unless the Borrower notifies JPMorgan in writing that such
authorization is revoked.


 






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Section 9.20       
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan
Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability
of any EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of an EEA 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 an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any party hereto that is an EEA 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;


 


(ii)             
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)           
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA
Resolution Authority.


 


Section 9.21       
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Swap Agreements 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.


 






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ARTICLE
X.

Loan Guaranty


 


Section 10.01   
Guaranty. Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly
and severally liable for, and, as a primary obligor and not merely as surety (with respect to the Guaranteed Obligations), absolutely,
unconditionally and irrevocably guarantees to the Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration
or otherwise, and at all times thereafter, of the Secured Obligations and all costs and expenses including, without limitation, all court
costs and reasonable attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses
paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured
Obligations from, or in prosecuting any action against, the Borrower, any Loan Guarantor or any other guarantor of all or any part of
the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”);
provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor
of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor
for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the Guaranteed Obligations
may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee
notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic
or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations.


 


Section 10.02   
Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right
to require the Administrative Agent, the Issuing Bank or any Lender to sue the Borrower, any Loan Guarantor, any other guarantor of, or
any other Person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise
to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.


 


Section 10.03   
No Discharge or Diminishment of Loan Guaranty.


 


(a)               Except
as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to
any reduction, limitation, impairment or termination for any reason (other than the Payment in Full of the Guaranteed Obligations),
including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the
Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of the
Borrower or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization
or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation
of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time
against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender, or any other Person, whether in connection
herewith or in any unrelated transactions.


 






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(b)              
The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination
whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision
of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.


 


(c)              
Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure
of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all
or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating
to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations
of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any of the
Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with respect to
any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment
or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to
any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law
or equity (other than the Payment in Full of the Guaranteed Obligations).


 


Section 10.04    Defenses
Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out
of any defense of the Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from
any cause, or the cessation from any cause of the liability of the Borrower, any Loan Guarantor or any other Obligated Party, other
than the Payment in Full of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor
irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not
provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party, or
any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a
defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one
or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail
to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the
Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it
against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under this Loan
Guaranty, except to the extent the Guaranteed Obligations have been Paid in Full. To the fullest extent permitted by applicable law,
each Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to
applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor
against any Obligated Party or any security.


 






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Section 10.05   
Rights of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation,
a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties
and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the Lenders.


 


Section 10.06   
Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including
a payment effected through exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its
discretion), each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such
time as though the payment had not been made and whether or not the Administrative Agent, the Issuing Bank and the Lenders are in possession
of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy
or reorganization of the Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the
Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative Agent.


 


Section 10.07   
Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the
nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the
Administrative Agent, the Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding
those circumstances or risks.


 


Section 10.08   
Termination. Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrower based
on this Loan Guaranty until five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt
of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed
to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect
to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08 shall be deemed to constitute
a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative Agent or any Lender may have in
respect of, any Default or Event of Default that shall exist under Article VII hereof as a result of any such notice of termination.


 


Section 10.09    Taxes.
Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such
withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so
required to withhold Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to the
relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by
such Loan Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable to
additional amounts payable under this Section), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives the
amount it would have received had no such withholding been made.


 






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Section 10.10   
Maximum Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor
hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section
548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Uniform Voidable
Transactions Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan Guarantor’s
obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification
or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement or applicable law shall be taken into
account.


 


Section 10.11   
Contribution.


 


(a)              
To the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”)
which, taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the
amount which otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate Guaranteed
Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable Amount” (as
defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Loan
Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash
of the Guarantor Payment, the Payment in Full of the Guaranteed Obligations and the termination of this Agreement, such Loan Guarantor
shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Loan Guarantor for the amount
of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.


 


(b)              
As of any date of determination, the “Allocable Amount” of any Loan Guarantor shall be equal to the excess of the fair
saleable value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the maximum amount
reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Loan Guarantor
that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Loan Guarantors
as of such date in a manner to maximize the amount of such contributions.


 


(c)              
This Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this Section
10.11 is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts as and when the
same shall become due and payable in accordance with the terms of this Loan Guaranty.


 






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(d)              
 The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan
Guarantor or Loan Guarantors to which such contribution and indemnification is owing.


 


(e)              
The rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable upon
the Payment in Full of the Guaranteed Obligations and the termination of this Agreement.


 


Section 10.12   
Liability Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall
be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement
and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties,
without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides
to the contrary.


 


Section 10.13   
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes
to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under
this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section
10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13
or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not
for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13
shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section
10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the
benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


Section 10.14   
Termination. Upon Payment in Full of all Secured Obligations, this Guaranty and all obligations (other than those expressly
stated to survive such termination) of each Loan Guarantor hereunder shall automatically terminate, all without delivery of any instrument
or performance of any act by any Person.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the day and year first
above written.


 


	 	CHARLOTTE’S WEB, INC., as the Borrower
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	CHARLOTTE’S WEB HOLDING, INC., as Holdings
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	JPMORGAN CHASE BANK, N.A., individually, and as Administrative Agent and Issuing Bank
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


Schedule 6.12(b)