EXHIBIT
10.36


 


CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS. 


 


FOURTH
AMENDED AND RESTATED Loan and Security Agreement


 


by
and among


 


THE
FINANCIAL INSTITUTIONS NAMED HEREIN


 


as
Lenders,


 


WELLS
FARGO CAPITAL FINANCE, LLC


 


as
Administrative Agent, Co-Lead Arranger, and Co-Bookrunner


 


BANK
OF AMERICA, N.A.


 


as
Co-Lead Arranger, Co-Bookrunner, and Syndication Agent


 


and


 


PCM,
INC.


PCM
SALES, INC.


PCM
LOGISTICS, LLC


PCMG,
INC.


M2
MARKETPLACE, INC.


ABREON,
INC.


MALL
ACQUISITION SUB 5 INC.


PCM
BPO, LLC


ONSALE
HOLDINGS, INC.


and


EN
POINTE TECHNOLOGIES SALES, LLC


 


as
U.S. Borrowers


 


and


 


PCM
SALES CANADA, INC.


and


ACRODEX
INC.


 


as
Canadian Borrowers


 


Dated:
As of January 19, 2016


 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	SECTION
    1.	DEFINITIONS
    AND CONSTRUCTION	2
	 	 	 
	SECTION
    2.	CREDIT
    FACILITIES	31
	 	 	 
	2.1	U.S.
    Revolving Loans and Canadian Revolving Loans	31
	2.2	U.S.
    Letter of Credit Accommodations	34
	2.3	Canadian
    Letter of Credit Accommodations	37
	2.4	Commitments	40
	2.5	[Intentionally
    Omitted]	40
	2.6	Real
    Estate and Adjacent Real Estate	40
	2.7	Exchange
    Rates; Currency Equivalents; Applicable Currency	40
	 	 	 
	SECTION
    3.	INTEREST
    AND FEES	41
	 	 	 
	3.1	Interest	41
	3.2	Fee
    Letter	44
	3.3	Closing
    Fees	44
	3.4	Unused
    Line Fee	44
	3.5	Compensation
    Adjustment	45
	3.6	Changes
    in Laws and Increased Costs of Loans	46
	3.7	Mitigation
    Obligations; Replacement of Lenders	47
	3.8	Anti-Corruption
    Laws and Sanctions	47
	 	 	 
	SECTION
    4.	CONDITIONS
    PRECEDENT	48
	 	 	 
	4.1	Conditions
    Precedent to Agreement	48
	4.2	Conditions
    Precedent to All Loans and Letter of Credit Accommodations	49
	 	 	 
	SECTION
    5.	GRANT
    OF SECURITY INTEREST	49
	 	 	 
	SECTION
    6.	COLLECTION
    AND ADMINISTRATION	50
	 	 	 
	6.1	Borrowers’
    Loan Account	50
	6.2	Statements	51
	6.3	Collection
    of Accounts	51
	6.4	Payments	53
	6.5	Taxes	54
	6.6	Authorization
    to Make Loans	57
	6.7	Use
    of Proceeds	58
	6.8	Pro
    Rata Treatment	58
	6.9	Sharing
    of Payments, Etc	59
	6.10	Settlement
    Procedures	60
	6.11	Bank
    Products	62
	 	 	 
	SECTION
    7.	COLLATERAL
    REPORTING AND COVENANTS	62
	 	 	 
	7.1	Collateral
    Reporting	62
	7.2	Accounts
    Covenants	63
	7.3	Inventory
    Covenants	65


 




    	 	-i-	 



     

    

 


TABLE
OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	7.4	Equipment
    Covenants	67
	7.5	Power
    of Attorney	67
	7.6	Right
    to Cure	69
	7.7	Access
    to Premises	69
	7.8	Real
    Estate Covenant	69
	 	 	 
	SECTION
    8.	REPRESENTATIONS
    AND WARRANTIES	70
	 	 	 
	8.1	Existence,
    Power and Authority; Subsidiaries	70
	8.2	Financial
    Statements; No Material Adverse Change	70
	8.3	Chief
    Executive Office; Collateral Locations	70
	8.4	Priority
    of Liens; Title to Properties	71
	8.5	Tax
    Returns	71
	8.6	Litigation	71
	8.7	Compliance
    with Other Agreements and Applicable Laws	71
	8.8	Bank
    Accounts	72
	8.9	Environmental
    Compliance	72
	8.10	Employee
    Benefits	72
	8.11	Accuracy
    and Completeness of Information	73
	8.12	Survival
    of Warranties; Cumulative	74
	8.13	Sanctions
    Laws and Regulations	74
	 	 	 
	SECTION
    9.	AFFIRMATIVE
    AND NEGATIVE COVENANTS	74
	 	 	 
	9.1	Maintenance
    of Existence	74
	9.2	New
    Collateral Locations	74
	9.3	Compliance
    with Laws, Regulations, Etc	75
	9.4	Payment
    of Taxes and Claims	76
	9.5	Insurance	76
	9.6	Financial
    Statements and Other Information	77
	9.7	Sale
    of Assets, Consolidation, Merger, Dissolution, Etc	79
	9.8	Encumbrances	79
	9.9	Indebtedness	80
	9.10	Loans,
    Investments, Guarantees, Etc	82
	9.11	Dividends
    and Redemptions	85
	9.12	Transactions
    with Affiliates	85
	9.13	Additional
    Accounts	86
	9.14	Compliance
    with ERISA; Canadian Pension Plans	86
	9.15	Fixed
    Charge Coverage Ratio	87
	9.16	Costs
    and Expenses	87
	9.17	Further
    Assurances	88
	9.18	Sanction
    Laws and Regulations	88
	9.19	Use
    of Proceeds	88
	9.20	Formation
    of Subsidiaries	89
	9.21	Post-Closing
    Obligations	89


 




    	 	-ii-	 



     

    

 


TABLE
OF CONTENTS


(continued)


 



	 	 	Page
	 	 	 
	SECTION
    10.	EVENTS
    OF DEFAULT AND REMEDIES	90
	 	 	 
	10.1	Events
    of Default	90
	10.2	Remedies	92
	 	 	 
	SECTION
    11.	JURY
    TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW	93
	 	 	 
	11.1	Governing
    Law; Choice of Forum; Service of Process; Jury Trial Waiver; Judicial Reference	93
	11.2	Waiver
    of Notices	94
	11.3	Amendments
    and Waivers	95
	11.4	Waiver
    of Counterclaims	96
	11.5	Indemnification	96
	 	 	 
	SECTION
    12.	THE
    AGENT	97
	 	 	 
	12.1	Appointment;
    Powers and Immunities	97
	12.2	Reliance
    By Agent	97
	12.3	Events
    of Default	98
	12.4	WFCF
    in its Individual Capacity	98
	12.5	Indemnification	98
	12.6	Non-Reliance
    on Agent and Other Lenders	99
	12.7	Failure
    to Act	99
	12.8	Additional
    Loans	99
	12.9	Concerning
    the Collateral and the Related Financing Agreements	100
	12.10	Field
    Audits; Examination Reports and other Information; Disclaimer by Lenders	100
	12.11	Collateral
    Matters	101
	12.12	Agency
    for Perfection	103
	12.13	Flood
    Laws	103
	 	 	 
	SECTION
    13.	TERM
    OF AGREEMENT; MISCELLANEOUS	103
	 	 	 
	13.1	Term	103
	13.2	Notices	104
	13.3	Partial
    Invalidity	104
	13.4	Successors	104
	13.5	Assignments
    and Participations	104
	13.6	Participant’s
    Compensation	108
	13.7	Confidentiality	108
	13.8	Entire
    Agreement	108
	13.9	Publicity	109
	13.10	Effect
    of Amendment and Restatement; No Novation	109
	13.11	Judgment
    Currency	109
	13.12	Certain
    Tax Matters	110
	13.13	Canadian
    Anti-Money Laundering Legislation	110


 




    	 	-iii-	 



     

    

 


TABLE
OF CONTENTS


(continued)


 



	 	 	Page
	 	 	 
	13.14	Maximum
    Interest	110
	 	 	 
	SECTION
    14.	JOINT
    AND SEVERAL LIABILITY; SURETYSHIP WAIVERS	111
	 	 	 
	14.1	Independent
    Obligations; Subrogation	111
	14.2	Authority
    to Modify Obligations and Security	112
	14.3	Waiver
    of Defenses	112
	14.4	Exercise
    of Agent’s and Lenders’ Rights	113
	14.5	Additional
    Waivers	113
	14.6	Additional
    Indebtedness	113
	14.7	Subordination	114
	14.8	Revival	114
	14.9	Understanding
    of Waivers	115
	14.10	Keepwell	115


 




    	 	-iv-	 



     

    

 


FOURTH
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


 


This
Fourth Amended and Restated Loan and Security Agreement (this “Agreement”), dated as of January 19, 2016, is
entered into by and among the financial institutions from time to time parties hereto, whether by execution of an Assignment and
Acceptance Agreement (as defined below) or this Agreement (each a “Lender” and collectively “Lenders”),
WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), as administrative and collateral
agent for the Lenders (in such capacity “Agent”), Co-Lead Arranger, and Co-Bookrunner, BANK OF AMERICA, N.A.,
as Co-Lead Arranger, Co-Bookrunner, and Syndication Agent (“BofA”), PCM, INC., a Delaware corporation (“PCM”),
PCM SALES, INC., a California corporation (“PCM Sales”), PCM LOGISTICS, LLC, a Delaware limited liability company
(“PCM Logistics”), PCMG, INC., a Delaware corporation (“PCMG”), M2 MARKETPLACE, INC., a
Delaware corporation (“M2”), ABREON, INC., a Delaware corporation (“Abreon”), MALL ACQUISITION
SUB 5 INC., a Delaware corporation (“Acquisition 5”), PCM BPO, LLC, a Delaware limited liability company (“PCM
BPO”), ONSALE HOLDINGS, INC., an Illinois corporation (“Holdings”), and EN POINTE TECHNOLOGIES SALES,
LLC, a Delaware limited liability company (“En Pointe”) (each a “U.S. Borrower” and collectively
the “U.S. Borrowers”), and PCM SALES CANADA, INC., a Quebec corporation (“PCM Sales Canada”),
and ACRODEX INC., an Alberta corporation (“Acrodex”) (each a “Canadian Borrower” and collectively
the “Canadian Borrowers”; and the Canadian Borrowers and the U.S. Borrowers are each hereinafter referred to
as a “Borrower”, and collectively, the “Borrowers”).


 


W
I T N E S S E T H:


 


WHEREAS,
Agent, the Lenders party thereto, and certain of the Borrowers previously have entered into that certain Third Amended
and Restated Loan and Security Agreement dated March 22, 2013 (as heretofore amended, restated, supplemented or otherwise modified,
the “Existing Loan Agreement”); and


 


WHEREAS,
the parties hereto have agreed to amend and restate in their entirety the agreements contained in the Existing Loan Agreement
as amongst themselves; and


 


WHEREAS,
as affiliated companies under the common ownership of PCM, the financial success of each Borrower is largely dependent on the
financial success of the other Borrowers. Although certain of the Borrowers operate separate and distinct core businesses in designated
geographical areas, administrative and other service functions are performed for all of the Borrowers under the auspices of PCM
Logistics and all of the Borrowers are providing technology-related goods and services for the ultimate benefit of PCM and its
shareholders. It would be extremely impractical and unfeasible for each U.S. Borrower and Canadian Borrower, respectively, to
report separately its Eligible Accounts (as defined below) and Eligible Inventory (as defined below) and to receive separately
the proceeds of advances based upon such Borrower’s Eligible Accounts and Eligible Inventory alone. Borrowers have therefore
requested that Agent and Lenders make funds available to all U.S. Borrowers based upon all of their U.S. Eligible Accounts and
U.S. Eligible Inventory and to all Canadian Borrowers based upon all of their Canadian Eligible Accounts and Canadian Eligible
Inventory. All advances and credit


 






    	 	 	 



     

    

 


accommodations will thereby benefit all of the Borrowers by providing an available source of
credit for all of the Borrowers, as needed, to fund their working capital needs; and


 


WHEREAS,
each U.S. Lender is willing to agree (severally and not jointly) to make such loans and provide such financial accommodations
to the U.S. Borrowers on a pro rata basis according to its U.S. Commitment (as defined below), and each Canadian Lender is willing
to agree (severally and not jointly) to make such loans and provide such financial accommodations to the Canadian Borrowers on
a pro rata basis according to its Canadian Commitment (as defined below), in each case, on the terms and conditions set forth
herein, and Agent is willing to act as administrative and collateral agent for Lenders on the terms and conditions set forth herein
and in the other Financing Agreements (as defined below); and


 


WHEREAS,
each Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Existing Loan Agreement,
as amended and restated hereby, and the other Financing Agreements effective as of the date hereof.


 


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


 


SECTION
1. DEFINITIONS AND CONSTRUCTION.


 


All
terms used herein which are defined in Article 1 or Article 9 of the California Uniform Commercial Code shall have the respective
meanings given therein unless otherwise defined in this Agreement. Any terms used in this Agreement that are defined in the PPSA
shall be construed and defined as set forth in the PPSA unless otherwise defined herein; provided, that to the extent that
such term is defined differently in the PPSA and in the UCC, the definition of such term in the PPSA or the UCC shall govern,
as the context requires. Notwithstanding the foregoing, and unless the context requires otherwise, (i) any term defined in this
Agreement by reference to the “UCC” or the “Uniform Commercial Code” shall also have any extended, alternative
or analogous meaning given to such term in the PPSA, other applicable Canadian personal property security and other laws (including
the Personal Property Security Act of each applicable province of Canada) in all cases for the extension, preservation or betterment
of the security and rights of the Collateral, (ii) any references in this Agreement to “Article 8” shall be deemed
to refer also to applicable Canadian securities transfer laws (including the Securities Transfer Act of each applicable province
of Canada) (the “STA”) and applicable U.S. security transfer laws (including the Exchange Act), and (iii) all
references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed
to refer to the analogous documents used under applicable United States or Canadian personal property security laws. All references
to the plural herein shall also mean the singular and to the singular shall also mean the plural. All references to Agent, Lenders
and Borrowers pursuant to the definitions set forth in the recitals hereto, or to any other person herein, shall include their
respective successors and assigns. The words “hereof”, “herein”, “hereunder”, “this
Agreement” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not any
particular provision of this Agreement and as this Agreement now exists or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced. An Event of Default shall exist or continue or be continuing until such Event of


 






    	 	2	 



     

    

 


Default is waived
in accordance with Section 11.3. Any accounting term used herein unless otherwise defined in this Agreement shall have the meaning
customarily given to such term in accordance with GAAP. Any reference herein to “province” shall include the territories
of Canada. Any reference to a provision of law or a regulation is a reference to that provision as amended or re-enacted and a
reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute and any law or
regulation which varies, consolidates or replaces any of them. For purposes of any Collateral located in the province of Québec
or charged by any deed of hypothec (or any other Financing Agreement) and for all other purposes pursuant to which the interpretation
or construction of a Financing Agreement may be subject to the laws of the province of Québec or a court or tribunal exercising
jurisdiction in the province of Québec, (p) “personal property” shall be deemed to include “movable property”,
(q) “real property” shall be deemed to include “immovable property”, (r) “tangible property”
shall be deemed to include “corporeal property”, (s) “intangible property” shall be deemed to include
“incorporeal property”, (t) “security interest” and “mortgage” shall be deemed to include
a “hypothec”, (u) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to
include publication under the Civil Code of Québec, (v) all references to “perfection” of or “perfected”
Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (w) any “right
of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”,
(x) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents
of title, instruments, money and securities, (y) an “agent” shall be deemed to include a “mandatary”,
and (z) “joint and several” shall be deemed to include “solidary”. For purposes of this Agreement, the
following terms shall have the respective meanings given to them below.


 


1.1
“Accounts” shall mean all present and future rights of Borrowers to payment for goods sold or leased or for
services rendered, which are not evidenced by instruments or chattel paper, and whether or not earned by performance.


 


1.2
“Adjacent Real Estate” means the real estate commonly known as 1511 Wilshire Blvd., Santa Monica, CA 90404.


 


1.3
“Affected Lender” shall have the meaning set forth in Section 3.7 hereof.


 


1.4
“Affiliate” shall mean, with respect to a specific Person, another Person that controls or is controlled by
or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly
or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through
the ownership of Stock, by contract or otherwise; provided, however, that for purposes of the definition of Eligible
Accounts and Section 9.12: (a) any Person which owns directly or indirectly 10% or more of the Stock having ordinary voting power
for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership
interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director
(or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person
is a general partner shall be deemed an Affiliate of such Person.


 






    	 	3	 



     

    

 


1.5
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower
or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.


 


1.6
“Apple Computer” shall mean Apple Inc. (formerly known as Apple Computer Inc.), a California corporation.


 


1.7
“Apple Intercreditor Agreement” shall mean that certain Amended and Restated Intercreditor and Release Agreement
dated as of November 24, 2010 between Apple Computer and Agent, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced from time to time.


 


1.8
“Applicable Margin” shall mean, on a monthly basis, the percentage points set forth below based on the “average
daily amount” of Excess Availability, as determined by Agent, during the immediately preceding calendar month (such average
calculated using the amount of Excess Availability as of the end of each day during the immediately preceding month):


 


	Pricing


    Level	 	Average


    Excess

 Availability	 	Applicable


    Margin

 relative to

 Eurodollar

 Rate Loans	 	Applicable


    Margin

 relative to

 Prime Rate

 Loans and

 other 

Obligations on 

which interest

 is payable 

based on the

 Prime Rate	 	Applicable


    Margin 

relative to

 CDOR Rate

 Loans	 	Applicable


    Margin

 relative to

 Canadian Base

 Rate Loans

 and other

 Obligations on

 which interest

 is payable

 based on the

 Canadian Base
    Rate
	I	 	Less
    than $25,000,000	 	1.75%	 	0.00%	 	1.75%	 	0.00%
	II	 	Greater
    than or equal to $25,000,000	 	1.50%	 	0.00%	 	1.50%	 	0.00%


 


;
provided, however, that (i) from the date hereof until the end of the calendar month ending after the date hereof,
the Applicable Margin shall be the percentage points specified for Pricing Level II as set forth in this definition; (ii) after
the occurrence and during the continuance of an Event of Default, the Applicable Margin shall be the percentage points specified
for Pricing Level I as set forth in this definition; and (iii) if any borrowing base certificate delivered to Agent is subsequently
determined to be incorrect in any material respect, Agent may increase the Applicable Margin retroactively to the beginning of
the relevant month to the extent that such


 






    	 	4	 



     

    

 


error caused the Applicable Margin to be different from the Applicable Margin that
would have been in effect if the error was not made.


 


1.9
“Appraised Liquidation Value” shall mean, with respect to Eligible Inventory, the appraised value of such Eligible
Inventory, expressed as a percentage of the Value thereof, as determined by Agent as of any date on an “orderly liquidation
existing channel” basis, net of all estimated liquidation expenses, shrinkage and markdowns, pursuant to an appraisal conducted,
at Borrowers’ expense, by an independent appraisal firm acceptable to Agent or, in the absence of such appraisal, such value
as otherwise determined by Agent in its sole discretion.


 


1.10
“Assignment and Acceptance” shall mean an Assignment and Acceptance substantially in the form of Exhibit
A attached hereto delivered to Agent in connection with an assignment of a Lender’s interest hereunder in accordance
with the provisions of Section 13.5 hereof.


 


1.11
“Availability Reserves” shall mean the U.S. Availability Reserves and/or the Canadian Availability Reserves,
as the context requires.


 


1.12
“Average 30 Day Excess Availability” shall mean, for any date of determination, the average of the amount of
Excess Availability as of the end of each day during the immediately preceding thirty (30) day period ending on and including
such date of determination.


 


1.13
“Bank Product Agreements” means those agreements entered into from time to time by a Borrower with a Bank Product
Provider in connection with the obtaining of any of the Bank Products.


 


1.14
“Bank Product Provider” shall mean any Lender or any of its Affiliates; provided, however, that
no such Person shall constitute a Bank Product Provider with respect to a Bank Product unless and until Agent shall have received
a Bank Product Provider Letter Agreement from such Person and with respect to the applicable Bank Product within 10 days after
the provision of such Bank Product to the applicable Borrower.


 


1.15
“Bank Product Provider Letter Agreement” shall mean a letter agreement in form and substance satisfactory to
Borrowers and Agent, duly executed by the applicable Bank Product Provider, Borrowers, and Agent.


 


1.16
“Bank Products” shall mean any one or more of the following financial products or accommodations extended to
a Borrower by a Bank Product Provider: (a) credit cards (including commercial credit cards (including so-called “procurement
cards” or “P-cards”)), (b) credit card processing services, (c) debit cards, (d) stored value cards, (e) Cash
Management Services, (f) merchant processing services, or (g) Hedge Agreements if and to the extent permitted hereunder.


 


1.17
“BIA” shall mean the Bankruptcy and Insolvency Act (Canada) as amended from time to time (or any successor
statute).


 


1.18
“Blocked Account” shall have the meaning set forth in Section 6.3 hereof.


 






    	 	5	 



     

    

 


1.19
“Borrowed Money” shall mean, with respect to any Borrower or Obligor, without duplication, its (a) indebtedness
that (i) arises from the lending of money by any Person to such Borrower or Obligor (other than indebtedness permitted under Section
9.9(e)), (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest
or is a type upon which interest charges are customarily paid (excluding floor plan financing consistent with current practice
and trade payables, in each case, owing in the ordinary course of business), or (iv) was issued or assumed as full or partial
payment for Property (other than indebtedness permitted under Section 9.9(f)); (b) capital leases; (c) reimbursement obligations
with respect to letters of credit; and (d) guaranties of any indebtedness of the foregoing types owing by another Person.


 


1.20
“Business Day” shall mean any day other than a Saturday, Sunday, or other day on which commercial banks are
authorized or required to close under the laws of the State of New York or the State of California, and a day on which the Agent
and each Lender are open for the transaction of business, except that (a) if a determination of a Business Day shall relate to
any Eurodollar Rate Loans, the term Business Day shall also exclude any day on which banks are closed for dealings in dollar deposits
in the London interbank market or other applicable Eurodollar Rate market, and (b) if a determination of a Business Day shall
relate to a Canadian Revolving Loan or Canadian Letter of Credit Accommodation (including a request therefor), the term Business
Day shall also exclude any day on which banks are authorized or required to close in Toronto, Ontario, Canada.


 


1.21
“Canadian Anti-Money Laundering & Anti-Terrorism Legislation” shall mean Part II.I of the Criminal Code,
R.S.C. 1985, c. C-46, The Proceeds of Crime (Money Laundering) and Terrorist Financing Act, S.C. 2000, c. 17 (“Proceeds
of Crime Act”) and the United Nations Act, R.S.C. 1985, c.U-2 or any similar Canadian legislation, together with all
rules, regulations and interpretations thereunder or related thereto including the Regulations Implementing the United Nations
Resolutions on the Suppression of Terrorism and the United Nations Al-Qaida and Taliban Regulations promulgated under the United
Nations Act.


 


1.22
“Canadian Availability Reserves” shall mean, as of any date of determination, such amounts as Agent may from
time to time establish and revise in its commercially reasonable discretion reducing the amount of Canadian Revolving Loans and
Canadian Letter of Credit Accommodations which would otherwise be available to the Canadian Borrowers under the lending formula(s)
provided for herein: (a) to reflect events, conditions, contingencies or risks which, as determined by Agent in good faith, do
affect either (i) the Collateral of the Canadian Borrowers or any other property which is security for the Canadian Obligations
or its value or (ii) the security interests and other rights of Agent in the Collateral of the Canadian Borrowers (including the
enforceability, perfection and priority thereof), (b) to reflect Agent’s good faith belief that any collateral report or
financial information furnished by or on behalf of any Canadian Borrower or any Obligor to any Canadian Lender is or may have
been incomplete, inaccurate or misleading in any material respect, or (c) to reflect any state of facts which Agent determines
in good faith constitutes or could constitute an Event of Default. Without limiting the generality of the foregoing, Agent may
establish on the date hereof and maintain throughout the term of this Agreement (with requisite adjustments as required), and
throughout any renewal term, Canadian Availability Reserves (i) for an amount equal to two (2) months (or one (1) month in the
case of any location leased for 120 days or less) of the Canadian Borrowers’ gross


 






    	 	6	 



     

    

 


rent and other obligations as lessee
for each leased premises of the Canadian Borrowers which is either a warehouse location or is located in a jurisdiction where
a landlord may be entitled to a priority lien on Collateral to secure unpaid rent and with respect to each such property the landlord
has not executed a form of waiver and consent acceptable to Agent, (ii) for an amount equal to the greater of the Value of the
Inventory of the Canadian Borrowers subject to the security interest of any Persons who hold a security interest prior to Agent
in the sale proceeds of such Inventory, unless and until those Persons have released or subordinated their security interests
against the Canadian Borrowers in a manner satisfactory to Agent, or the sum of the Canadian Borrowers’ payables and accrued
payables to such other Persons, (iii) for Canadian Letter of Credit Accommodations as provided in Section 2.3(c) hereof and without
duplication of Section 2.3(c), (iv) for obligations, liabilities or indebtedness (contingent or otherwise) of Canadian Borrowers
to Agent or any Bank Product Provider arising under or in connection with any Bank Products or as such Affiliate or Person may
otherwise require in connection therewith to the extent that such obligations, liabilities or indebtedness constitute Canadian
Obligations as such term is defined herein or otherwise receive the benefit of the security interest of Agent in any Collateral,
and (v) for Canadian Priority Payables.


 


1.23
“Canadian Base Rate” shall mean, for any day, a rate per annum equal to the greater of (a) the CDOR Rate existing
on such day (which rate shall be calculated based upon an Interest Period of 1 month), plus 1 percentage point, and (b) the “prime
rate” for Canadian Dollar commercial loans made in Canada as reported by Thomson Reuters under Reuters Instrument Code <CAPRIME=>
on the “CA Prime Rate (Domestic Interest Rate) – Composite Display” page (or any successor page or such other
commercially available service or source (including the Canadian Dollar “prime rate” announced by a Schedule I bank
under the Bank Act (Canada)) as the Agent may designate from time to time). Each determination of the Canadian Base Rate shall
be made by the Agent and shall be conclusive in the absence of manifest error. When interest is determined in relation to the
Canadian Base Rate, each change in the interest rate shall become effective each Business Day that Agent determines that the Canadian
Base Rate has changed.


 


1.24
“Canadian Base Rate Loans” shall mean, any Loans or portion thereof on which interest is payable based on the
Canadian Base Rate in accordance with the terms hereof.


 


1.25
“Canadian Commitment” shall mean as to any Canadian Lender, the Canadian Revolving Loan Commitment of such
Lender.


 


1.26
“Canadian Defined Benefit Pension Plan” shall mean a Canadian Pension Plan which contains a “defined
benefit provision,” as defined in subsection 147.1(1) of the Income Tax Act (Canada).


 


1.27
“Canadian Dollar Equivalent” shall mean, at any time, with respect to any amount denominated in Dollars, the
equivalent amount thereof in Canadian Dollars as determined by Agent at such time on the basis of the Spot Rate (determined in
respect of the most recent Revaluation Date or such other date as determined by Agent) for the purchase of Canadian Dollars with
Dollars.


 


1.28
“Canadian Dollars” or “C$” shall mean Canadian dollars.


 






    	 	7	 



     

    

 


1.29
“Canadian Eligible Accounts” shall mean Eligible Accounts of the Canadian Borrowers.


 


1.30
“Canadian Eligible Inventory” shall mean Eligible Inventory of the Canadian Borrowers.


 


1.31
“Canadian Guarantee” shall mean a Guarantee, dated as of even date with this Agreement or as delivered pursuant
to Section 9.17, Section 9.20 or otherwise under this Agreement, in form and substance reasonably satisfactory to Agent, executed
and delivered by each Canadian Borrower and Canadian Obligor to Agent.


 


1.32
“Canadian Inventory Sublimit” shall mean an amount equal to C$15,000,000.


 


1.33
“Canadian Lenders” shall mean each of and collectively those Lenders making Canadian Revolving Loans or providing
Canadian Letter of Credit Accommodations and their respective successors and assigns; sometimes being referred to herein individually
as a “Canadian Lender”. Each Canadian Lender shall also be a U.S. Lender or an Affiliate or branch of a U.S. Lender.


 


1.34
“Canadian Letter of Credit Accommodations” shall mean the letters of credit, merchandise purchase or other
guaranties which are from time to time either (a) issued, opened or provided (including any amendment, extension, increase or
renewal thereof) by Agent or any Lender for the account of any Canadian Borrower or (b) with respect to which Agent on behalf
of Canadian Lenders has agreed to indemnify the issuer or guaranteed to the issuer the performance by any Canadian Borrower of
its obligations to such issuer.


 


1.35
“Canadian Maximum Credit” shall mean, with reference to the Canadian Revolving Loans and the Canadian Letter
of Credit Accommodations, the amount of C$40,000,000.


 


1.36
“Canadian Obligations” shall mean the Obligations of the Canadian Borrowers and the Canadian Obligors.


 


1.37
“Canadian Obligors” shall mean each of, and collectively, the Obligors incorporated or organized under the
laws of Canada or any territory or province thereof.


 


1.38
“Canadian Payment Account” shall have the meaning set forth in Section 6.3 hereof.


 


1.39
“Canadian Pension Plans” shall mean each “registered pension plan” (as defined in the Income
Tax Act (Canada)) that is maintained or contributed to by a Borrower or an Obligor for its employees or former employees in
Canada but for greater certainty does not include the Canada Pension Plan or the Québec Pension Plan as maintained by the
Government of Canada or the Province of Québec, respectively, nor does it include the proposed pension plan under the Ontario
Retirement Pension Plan Act, 2015.


 


1.40
“Canadian Priority Payables” shall mean, at any time, with respect to the Canadian Borrowing Base:


 






    	 	8	 



     

    

 


(a)
the amount due on or prior to the date as of which the Canadian Borrowing Base is to be determined and remaining unpaid at the
time of determination by any Canadian Borrower or Canadian Obligor (or any other Person for which any Canadian Borrower or Canadian
Obligor has joint and several liability), for which each Canadian Borrower or Canadian Obligor has an obligation to remit to a
Governmental Authority or other Person pursuant to any applicable law, rule or regulation, in respect of (i) pension fund obligations
including wind-up deficiencies (whether or not due or currently remittable), including on, and/or before, any wind-up or termination
of any Canadian Defined Benefit Pension Plan, and employee and employer pension plan contributions (including “normal cost,”
“special payments” and any other payments in respect of any funding deficiency or shortfall), (ii) employment insurance,
(iii) goods and services taxes, sales taxes, employee income taxes, excise tax and other taxes payable or to be remitted or withheld,
(iv) workers’ compensation, (v) wages, salaries, commission or compensation, including vacation pay; including, as provided
for under the Wage Earners Protection Program Act (Canada), and (vi) other like charges and demands; in each case in respect
of which any Governmental Authority or other Person may claim a security interest, hypothecation, prior claim, trust, deemed trust
or other claim or Lien ranking or capable of ranking in priority to or pari passu with one or more of the Liens granted
pursuant to this Agreement and the Canadian Security Documents; and


 


(b)
the aggregate amount due on or prior to the date as of which the Canadian Borrowing Base is to be determined and remaining unpaid
at the time of determination of any other liabilities of the Canadian Borrower or Canadian Obligor (or any other Person for which
the Canadian Borrower and Canadian Obligors have joint and several liability) (i) in respect of which a trust has been or may
be imposed on Collateral of any Canadian Borrower or Canadian Obligor to provide for payment or (ii) which are secured by a security
interest, hypothecation, prior claim, pledge, charge, right, or claim or other Lien on any Collateral of any Canadian Borrower
or Canadian Obligor, in each case pursuant to any applicable law, rule or regulation and which trust, security interest, hypothecation,
prior claim, pledge, charge, right, claim or other Lien ranks or is capable of ranking in priority to or pari passu with
one or more of the Liens granted in this Agreement and the Canadian Security Documents.


 


1.41
“Canadian Revolving Loan Commitment” shall mean, at any time, as to each Canadian Lender, the principal amount
set forth below such Canadian Lender’s signature on the signature pages hereto designated as the Canadian Revolving Loan
Commitment or on Schedule 1 to the Assignment and Acceptance pursuant to which such Canadian Lender became a Canadian Lender hereunder
in accordance with the provisions of Section 13.5 hereof, as the same may be adjusted from time to time in accordance with
the terms hereof; sometimes being collectively referred to herein as “Canadian Revolving Loan Commitments.”


 


1.42
“Canadian Revolving Loans” shall mean the loans now or hereafter made by or on behalf of any Canadian Lender
or by Agent for the ratable account of any Canadian Lender, to or for the benefit of Canadian Borrowers on a revolving basis (involving
advances, repayments and readvances) as set forth in Section 2.1(b) hereof.


 


1.43
“Canadian Security Agreement” shall mean each of a general security agreement and/or deed of hypothec, dated
as of even date with this Agreement or as delivered pursuant to Section 9.17, Section 9.20 or otherwise under this Agreement,
in form and substance reasonably


 






    	 	9	 



     

    

 


satisfactory to Agent, executed and delivered by each Canadian Borrower and Canadian Obligor
to Agent.


 


1.44
“Canadian Security Documents” shall mean, collectively, each Canadian Guarantee and each Canadian Security
Agreement.


 


1.45
“Canadian Subsidiary” shall mean a Subsidiary of PCM incorporated or organized under the laws of Canada or
any territory or province thereof.


 


1.46
“Capital Expenditures” shall mean, with respect to any Person for any period, the aggregate of all expenditures
by such Person and its subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether
such expenditures are paid in cash or financed; provided, however, that Capital Expenditures for any Borrower shall
not include the following:


 


(a)
expenditures of proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged
or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed,
damaged or condemned assets, equipment or other property or otherwise to acquire, maintain, develop, construct, improve, upgrade
or repair assets or properties useful in the business of any Borrower;


 


(b)
unfinanced expenditures (including the purchase price of equipment and building improvements) incurred prior to June 30, 2012
relating to the property located at 1940 E. Mariposa Avenue, El Segundo, CA, in an aggregate amount not to exceed $3,500,000;


 


(c)
unfinanced expenditures (including the purchase price of equipment and building improvements) relating to the properties listed
on Schedule 9.10 in an aggregate amount not to exceed $2,000,000 in any twelve-month period or $4,000,000 in the aggregate for
all such properties;


 


(d)
unfinanced expenditures (including the purchase price of equipment and building improvements) incurred during the fiscal year
ending December 31, 2014 relating to the ERP upgrade and the New Albany data center build out;


 


(e)
expenditures that are accounted for as capital expenditures of such person and that actually are paid for by a third party (excluding
any Borrower) and for which no Borrower has provided or is required to provide or incur, directly or indirectly, any consideration
or obligation to such third party or any other person (whether before, during or after such period);


 


(f)
the book value of any asset owned by such person prior to or during such period to the extent that such book value is included
as a capital expenditure during such period as a result of such person reusing or beginning to reuse such asset during such period
without a corresponding expenditure actually having been made in such period; provided that (i) any expenditure necessary in


 






    	 	10	 



     

    

 


order
to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually
is made and (ii) such book value shall have been included in Capital Expenditures when such asset was originally acquired;


 


(g)
the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination
of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or
surplus equipment, in each case, in the ordinary course of business;


 


(h)
expenditures to the extent they are financed with the proceeds of a disposition of used, obsolete, worn out or surplus equipment
or property in the ordinary course of business;


 


(i)
any expenditure made solely with the proceeds of an issuance of equity interests of PCM after the date hereof;


 


(j)
the purchase price of real estate acquisitions and investments permitted under this Agreement (including the committed financed
portion of the purchase price for the properties listed on Schedule 9.10), together with any acquisition costs and transaction
costs incurred in connection with such acquisitions and investments, and expenditures (including the purchase price of equipment
and building improvements) relating to such real estate, in each case, solely to the extent made utilizing financing provided
by the applicable seller or third party lender(s);


 


(k)
the purchase price of real estate acquisitions and investments permitted under this Agreement, together with any acquisition costs
and transaction costs incurred in connection with such acquisitions and investments, and expenditures (including the purchase
price of equipment and building improvements) relating to such real estate, in each case, solely to the extent made from identifiable
net proceeds of the sale or refinance of the Real Estate within 180 days of receipt by Borrowers of the net proceeds thereof;
and


 


(l)
unfinanced expenditures (including the purchase price of equipment and building improvements) incurred during the fiscal year
ending December 31, 2015 relating to the ERP upgrade in an aggregate amount not to exceed $4,000,000.


 


1.47
“Cash Management Services” shall mean any cash management or related services including treasury, depository,
return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer,
interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic
funds transfers through the direct Federal Reserve Fedline system) and other customary cash management arrangements.


 






    	 	11	 



     

    

 


1.48
“CCAA” shall mean the Companies’ Creditors Arrangement Act (Canada) as amended from time to time (or
any successor statute).


 


1.49
“CDOR Rate” shall mean the average rate per annum as reported on the Reuters Screen CDOR Page (or any successor
page or such other page or commercially available service displaying Canadian interbank bid rates for Canadian Dollar bankers’
acceptances as the Agent may designate from time to time, or if no such substitute service is available, the rate quoted by a
Schedule I bank under the Bank Act (Canada) selected by the Agent at which such bank is offering to purchase Canadian Dollar bankers’
acceptances) as of 10:00 a.m. Eastern (Toronto) time on the date of commencement of the requested Interest Period, for a term,
and in an amount, comparable to the Interest Period and the amount of the CDOR Rate Loan requested (whether as an initial CDOR
Rate Loan or as a continuation of a CDOR Rate Loan or as a conversion of a Canadian Base Rate Loan to a CDOR Rate Loan) by the
Canadian Borrowers in accordance with this Agreement (and, if any such reported rate is below zero, then the rate determined pursuant
to the foregoing shall be deemed to be zero). Each determination of the CDOR Rate shall be made by the Agent and shall be conclusive
in the absence of manifest error.


 


1.50
“CDOR Rate Deadline” shall have the meaning set forth in Section 3.1(b)(ii).


 


1.51
“CDOR Rate Loan” shall mean any Loans or portion thereof on which interest is payable based on the CDOR Rate
in accordance with the terms hereof.


 


1.52
“CDOR Rate Notice” shall mean the CDOR Rate Notice attached hereto as Exhibit D.


 


1.53
“CDOR Rate Option” shall have the meaning set forth in Section 3.1(b)(i).


 


1.54
“Code” shall mean the Internal Revenue Code of 1986, as the same now exists or may from time to time hereafter
be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related
thereto.


 


1.55
“Collab9” shall mean Collab9, Inc., a Delaware corporation (formerly known as En Pointe Technologies Sales,
Inc.).


 


1.56
“Collateral” shall have the meaning set forth in Section 5 hereof.


 


1.57
“Commitments” shall mean, with respect to each Lender, its U.S. Commitment and/or Canadian Commitment, as the
context requires.


 


1.58
“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from
time to time, and any successor statute.


 


1.59
“Compliance Certificate” shall mean a certificate, in form and substance satisfactory to Agent, by which, among
other things, Borrowers certify compliance with Section 9.15.


 


1.60
“Credit Card Issuer” shall mean any person who issues or whose members issue credit cards used by customers
of any Borrower to purchase goods, including, without limitation,


 






    	 	12	 



     

    

 


MasterCard or VISA bank credit or debit cards or other bank
credit or debit cards, and American Express, Discover, Diners Club, Carte Blanche, and other non-bank credit or debit cards.


 


1.61
“Credit Card/Check Processor” shall mean any servicing or processing agent or any factor or financial intermediary
who facilities, services, processes, collects, guarantees or manages the credit authorization, billing transfer and/or payment
from a Credit Card Issuer or on a check and other procedures with respect to any sales transactions of any Borrower involving
credit card, debit card or check purchases by customers.


 


1.62
“Credit Card/Check Processing Receivables” shall mean all Accounts consisting of the present and future rights
of any Borrower to payment by Credit Card Issuers or Credit Card/Check Processors for merchandise sold and delivered to customers
of such Borrower who have purchased such goods using a credit card, debit card or check.


 


1.63
“Defaulting Lender” shall have the meaning set forth in Section 6.10(d) hereof.


 


1.64
“Designated Persons” shall mean a person or entity: (i) listed in the annex to, or otherwise the subject of
the provisions of, any Executive Order; (ii) named as a “Specially Designated National and Blocked Person” (“SDN”)
on the most current list published by OFAC at its official website or any replacement website or other replacement official publication
of such list; or is otherwise the subject of any Sanctions Laws and Regulations, (iii) in which an entity or person on the SDN
List has 50% or greater ownership interest or that is otherwise controlled by an SDN, or (iv) that is a Sanctioned Person.


 


1.65
“Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount,
and (b) with respect to any amount denominated in another currency, the equivalent amount thereof in Dollars as determined by
Agent, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or such other date
determined by Agent) for the purchase of Dollars with such currency.


 


1.66
“Dollars” or “$” or “U.S. Dollars” means United States dollars.


 


1.67
“EBITDA” means, with respect to any fiscal period, the result of (in each case, determined on a consolidated
basis in accordance with GAAP):


 


(a)
Borrowers’ and their subsidiaries’ consolidated net earnings (or loss), minus 


 


(b)
to the extent included in the calculation of Borrowers’ and their subsidiaries’ consolidated net earnings (or loss),
the sum of: (i) extraordinary gains, (ii) non-cash gains on account of sales of assets, and (iii) interest income, plus


 


(c)
to the extent deducted in the calculation of Borrowers’ and their subsidiaries’ consolidated net earnings (or loss),
the sum of: (i) non-cash losses including without limitation the writeoff of goodwill and other intangible assets, (ii) non-cash
losses on account of sales of assets, (iii) non-cash stock based compensation expense, (iv) interest expense, (v) income taxes,
and (vi) depreciation and amortization for such period.


 






    	 	13	 



     

    

 


1.68
“Eligible Accounts” shall mean Accounts created by Borrowers which are and continue to be acceptable to Agent
based on the criteria set forth below. In general, Accounts shall be Eligible Accounts if:


 


(a)
such Accounts arise from the actual and bona fide sale and delivery of goods by Borrowers or rendition of services
by Borrowers in the ordinary course of their business which transactions are completed in accordance with the terms and provisions
contained in any documents related thereto;


 


(b)
in the case of Credit Card/Check Processing Receivables, such Accounts are owing to a U.S. Borrower and are not unpaid more than
five (5) days after the date of the original invoice for them, and in the case of all other Accounts, such Accounts are not unpaid
more than one hundred twenty (120) (or, on a case-by-case basis in Agent’s sole discretion for Accounts not to exceed $10,000,000
in the aggregate, one hundred eighty (180)) days after the date of the original invoice for them and are not unpaid more than
sixty (60) days after the original due date for them;


 


(c)
such Accounts comply with the terms and conditions contained in Section 7.2(d) of this Agreement, and in the case of Credit Card/Check
Processing Receivables, Agent shall have received a direction letter duly executed and delivered by the Credit Card Issuer or
Credit Card/Check Processor with respect thereto in form and substance reasonably satisfactory to Agent;


 


(d)
such Accounts do not arise from sales on consignment, guaranteed sale, sale and return, sale on approval, or other terms under
which payment by the account debtor may be conditional or contingent (except for returns made in the ordinary course of business
and in accordance with Borrowers’ present practices);


 


(e)
the chief executive office of the account debtor with respect to such Accounts is located in the United States of America or Canada,
or, at Agent’s option, if the chief executive office of the account debtor with respect to such Accounts is located other
than in the United States of America or Canada, then if either: (i) the account debtor has delivered to the Borrowers an irrevocable
letter of credit issued or confirmed by a bank satisfactory to Agent and payable only in the United States of America or Canada
and in U.S. Dollars or Canadian Dollars, sufficient to cover such Account, in form and substance satisfactory to Agent and, if
required by Agent, the original of such letter of credit has been delivered to Agent or Agent’s agent and the issuer thereof
notified of the assignment of the proceeds of such letter of credit to Agent, or (ii) such Account is subject to credit insurance
payable to Agent issued by an insurer and on terms and in an amount acceptable to Agent, or (iii) such Account is otherwise acceptable
in all respects to Agent (subject to such lending formula with respect thereto as Agent may determine);


 


(f)
such Accounts do not consist of progress billings (such that the obligation of the account debtors with respect to such Accounts
is conditioned upon a Borrower’s satisfactory completion of any further performance under the agreement giving rise thereto),
bill and hold invoices or retainage invoices, except as to bill and hold invoices, if Agent shall have received an agreement in
writing from the account debtor, in form and substance satisfactory to


 






    	 	14	 



     

    

 


Agent, confirming the unconditional obligation of the account
debtor to take the goods related thereto and pay such invoice;


 


(g)
the account debtor with respect to such Accounts has not asserted a counterclaim, defense or dispute and does not have, and does
not engage in transactions which may give rise to, any right of setoff against such Accounts (but the portion of the Accounts
of such account debtor in excess of the amount at any time and from time to time owed by any Borrower to such account debtor or
claimed owed by such account debtor may be deemed Eligible Accounts);


 


(h)
there are no facts, events or occurrences which would impair the validity, enforceability or collectability of such Accounts (other
than the collectability of such Accounts by Agent by virtue of the Federal Assignment of Claims Act of 1940, as amended or any
similar state or local law, if applicable), or reduce the amount payable or delay payment thereunder;


 


(i)
such Accounts are subject to the first priority, valid and perfected security interest of Agent and any goods giving rise thereto
are not, and were not at the time of the sale thereof, subject to any liens except those permitted in this Agreement;


 


(j)
neither the account debtor nor any officer or employee of the account debtor with respect to such Accounts is an officer, employee
or agent of or affiliated with any Borrower directly or indirectly by virtue of family membership, ownership, control, management
or otherwise;


 


(k)
there are no proceedings or actions which are threatened or pending against the account debtors with respect to such Accounts
which might result in any material adverse change in any such account debtor’s financial condition;


 


(l)
such Accounts of a single account debtor or its affiliates do not constitute more than fifteen percent (15%) of all otherwise
Eligible Accounts (but the portion of the Accounts not in excess of such percentage may be deemed Eligible Accounts);


 


(m)
such Accounts are not owed by an account debtor for which more than 50% of the Accounts owing from such account debtor are ineligible
pursuant to clause (b) above.


 


(n)
such Accounts are not owed by consumers (other than Credit Card/Check Processing Receivables);


 


(o)
if a bankruptcy petition or proposal is filed by or against any Borrower, and without limiting Agent’s or any Lender’s
rights and remedies upon such filing, such Accounts are not generated from the sale of Inventory subject to the security interest
of IBM Credit Corporation;


 


(p)
such Accounts are owed by account debtors deemed creditworthy at all times by Agent, as determined by Agent in its commercially
reasonable discretion;


 






    	 	15	 



     

    

 


(q)
such Accounts are owed in Dollars in the case of Accounts owing to U.S. Borrowers or Canadian Dollars or Dollars in the case of
Accounts owing to Canadian Borrowers; and


 


(r)
to the extent such Accounts are owed by the United States of America, any State, political subdivision, agency or instrumentality
thereof, with respect to which Borrowers have not fully complied with the Federal Assignment of Claims Act of 1940, as amended,
or any similar state or local law, if applicable, such Accounts: (i) do not constitute more than forty percent (40%) of all otherwise
Eligible Accounts (but the portion of such Accounts not in excess of such percentage may be deemed Eligible Accounts); (ii) are
reported separately from all other Accounts on the applicable borrowing base certificate delivered by Borrowers to Agent; and
(iii) do not relate to any single contract (other than GSA Schedule, the Social Security Administration, NASA SEWP 3, NASA SEWP
4, NIH ECS-3, Library of Congress and any future contracts entered into by PCMG that may be similar in scope, duration, and have
similar terms and conditions as such foregoing contracts) where the consideration to be paid to Borrowers under such contract
is greater than $2,500,000 and the term or duration of such contract is greater than one (1) year, unless Borrowers have given
Agent separate written notice of such contract (it being understood that Agent, in its sole discretion, may require Borrowers
to comply with the Federal Assignment of Claims Act of 1940, as amended, or any similar state or local law, with respect to any
such contract which Borrowers are required to give Agent notice of); and


 


(s)
such Accounts are not Accounts owed by Canada, any province, political subdivision, agency or instrumentality thereof, unless
Borrowers have fully complied with the Financial Administrations Act (Canada), as amended, or any similar provincial or local
law, if applicable (to the Agent’s satisfaction).


 


Any
Accounts which are not Eligible Accounts shall nevertheless be part of the Collateral.


 


1.69
“Eligible Adjacent Real Estate” shall mean the Adjacent Real Estate, so long as it is acceptable to Agent in
its Permitted Discretion based on the criteria set forth below. In general, the Adjacent Real Estate shall not be Eligible Adjacent
Real Estate unless: (a) it is owned by a U.S. Borrower; (b) Agent has received an appraisal report in form, scope and substance
satisfactory to Agent and by an appraiser acceptable to Agent; (c) Agent is satisfied that all actions necessary or desirable
in order to create a perfected first priority lien on such real property have been taken, including, the filing and recording
of a deed of trust in form and substance satisfactory to Agent; (d) Agent shall have received an environmental assessment report,
in form and substance satisfactory to Agent, with respect to such real property, the results of which are satisfactory to Agent;
(e) such real property is adequately protected by fully-paid valid title insurance with endorsements and in amounts acceptable
to Agent, insuring that Agent, for the benefit of the Lenders, shall have a perfected first priority lien on such real property,
evidence of which shall have been provided in form and substance satisfactory to Agent; and (f) Agent shall have received a letter
of opinion with respect to the enforceability and perfection of the deed of trust and any related fixture filings with respect
to such real property, in form and substance satisfactory to Agent.


 






    	 	16	 



     

    

 


1.70
“Eligible Adjacent Real Estate Sublimit” means $1,653,000; provided, however, that beginning
on January 1, 2016, and on the first day of each calendar month thereafter, the Eligible Adjacent Real Estate Sublimit shall be
reduced by $21,750.


 


1.71
“Eligible Inventory” shall mean Inventory consisting of finished goods held for resale in the ordinary course
of the business of Borrowers which are located at Borrowers’ warehouse location(s) or retail store(s) and which are acceptable
to Agent in its Permitted Discretion based on the criteria set forth below. In general, Eligible Inventory shall not include (a)
raw materials or work-in-process; (b) components which are not part of finished goods; (c) spare parts for equipment (it being
understood that parts held for sale in their then current condition shall not be deemed spare parts for these purposes); (d) packaging
and shipping materials; (e) supplies and fixed assets used or consumed in Borrowers’ business; (f) Inventory at premises
other than those owned or controlled by Borrowers, except if Agent shall have received an agreement in writing from the person
in possession of such Inventory in form and substance satisfactory to Agent acknowledging Agent’s priority security interest
in the Inventory, waiving security interests and claims by such person against the Inventory and permitting Agent access to, and
the right to remain on, the premises so as to exercise Agent’s rights and remedies and otherwise deal with the Collateral;
(g) Inventory of the Borrowers not located in the United States or Canada, or Inventory in transit, unless such Inventory is (A)
in-transit Inventory of the U.S. Borrowers provided by Apple Computer and not subject to the reclamation rights of Apple Computer
under Section 2.2(a) of the Apple Intercreditor Agreement or (B) in transit to one of Borrowers’ retail stores or warehouse
locations under a Letter of Credit Accommodation hereunder, and the bill of lading covering such Inventory names Agent as consignee
and otherwise contains terms acceptable to Agent, and all originals of such bill of lading are in the possession of Agent or another
bailee acceptable to Agent; (h) Inventory subject to a security interest or lien in favor of any person other than Agent except
those permitted in this Agreement; (i) bill and hold goods; (j) unserviceable or obsolete Inventory; (k) Inventory which is not
subject to the valid and perfected security interest of Agent, for itself and the ratable benefit of Secured Parties; (l) returned
(except for closed box returns), damaged and/or defective Inventory; (m) Inventory purchased or sold on consignment; (n) Inventory
located at service centers; (o) software, books, magazines, manuals, videos and similar Inventory; (p) Inventory purchased under
a Letter of Credit Accommodation that is outstanding as contemplated in Section 2.2(c)(i) or 2.3(c)(i) hereof; and (q) Inventory
subject to the perfected security interest of IBM Credit Corporation or Hewlett-Packard Company or Hewlett-Packard Enterprise
Company; provided that, notwithstanding the foregoing, (i) Inventory of a U.S. Borrower that is subject to the perfected security
interest of Hewlett-Packard Company may, if otherwise eligible pursuant to the terms hereof, constitute Eligible Inventory to
the extent the Value of such Inventory exceeds the then existing accounts payable from Borrowers to Hewlett-Packard Company and
its Affiliates, and (ii) Inventory of a U.S. Borrower that is subject to the perfected security interest of Hewlett-Packard Enterprise
Company may, if otherwise eligible pursuant to the terms hereof, constitute Eligible Inventory to the extent the Value of such
Inventory exceeds the then existing accounts payable from Borrowers to Hewlett-Packard Enterprise Company and its Affiliates;
provided, however, that such Inventory subject to a security interest of Hewlett-Packard Enterprise Company shall, at all times
after 30 days after the date hereof, not constitute Eligible Inventory hereunder unless Hewlett-Packard Enterprise Company enters
into an intercreditor agreement with Agent in form and substance substantially similar to the intercreditor agreement


 






    	 	17	 



     

    

 


entered
into between Agent and Hewlett-Packard Company. Any Inventory which is not Eligible Inventory shall nevertheless be part of the
Collateral.


 


1.72
“Eligible Real Estate” shall mean the Real Estate, so long as it is acceptable to Agent in its Permitted Discretion
based on the criteria set forth below. In general, the Real Estate shall not be Eligible Real Estate unless: (a) it is owned by
a U.S. Borrower; (b) Agent has received an appraisal report in form, scope and substance satisfactory to Agent and by an appraiser
acceptable to Agent; (c) Agent is satisfied that all actions necessary or desirable in order to create a perfected first priority
lien on such real property have been taken, including, the filing and recording of a deed of trust in form and substance satisfactory
to Agent; (d) Agent shall have received an environmental assessment report, in form and substance satisfactory to Agent, with
respect to such real property, the results of which are satisfactory to Agent; (e) such real property is adequately protected
by fully-paid valid title insurance with endorsements and in amounts acceptable to Agent, insuring that Agent, for the benefit
of the Lenders, shall have a perfected first priority lien on such real property, evidence of which shall have been provided in
form and substance satisfactory to Agent; and (f) Agent shall have received a letter of opinion with respect to the enforceability
and perfection of the deed of trust and any related fixture filings with respect to such real property, in form and substance
satisfactory to Agent.


 


1.73
“Eligible Real Estate Sublimit” means $9,848,333; provided, however, that beginning on January
1, 2016, and on the first day of each calendar month thereafter, the Eligible Real Estate Sublimit shall be reduced by $129,583.33.


 


1.74
“Eligible Transferee” shall mean (a) any affiliate of a Lender; (b) any other commercial bank or other financial
institution and (c) any “accredited investor” (as defined in Regulation D under the Securities Act of 1933) approved
by Agent, and except as otherwise provided in Section 13.5 hereof, as to any such other commercial bank or other financial institution
or any such accredited investor, as approved by Borrowers, such approval of Borrowers not to be unreasonably withheld, conditioned
or delayed and such approval to be deemed given by Borrowers if no objection from Borrowers is received within ten (10) Business
Days after written notice of such proposed assignment has been provided by Agent; provided, that, neither any Borrower
nor any affiliate of any Borrower shall qualify as an Eligible Transferee.


 


1.75
“Environmental Laws” shall mean all foreign, U.S. and Canadian Federal, state, provincial and local laws (including
common law), legislation, rules, codes, licenses, permits (including any conditions imposed therein), authorizations, judicial
or administrative decisions, injunctions or agreements between any Borrower and any Governmental Authority, (a) relating to pollution
and the protection, preservation or restoration of the environment (including air, water vapor, surface water, ground water, drinking
water, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or to human
health or safety, (b) relating to the exposure to, or the use, storage, recycling, treatment, generation, manufacture, processing,
distribution, transportation, handling, labeling, production, release or disposal, or threatened release, of Hazardous Materials,
or (c) relating to all laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous
Materials. The term “Environmental Laws” includes, without limitation, (i) the Federal Comprehensive Environmental
Response, Compensation and Liability Act of 1980, the Federal


 






    	 	18	 



     

    

 


Superfund Amendments and Reauthorization Act, the Federal Water
Pollution Control Act of 1972, the Federal Clean Water Act, the Federal Clean Air Act, the Federal Resource Conservation and Recovery
Act of 1976 (including the Hazardous and Solid Waste Amendments thereto), the Federal Solid Waste Disposal and the Federal Toxic
Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Environmental Protection Act (Canada)
and the Federal Safe Drinking Water Act of 1974, (ii) applicable state counterparts to such laws, and (iii) any common law or
equitable doctrine that may impose liability or obligations for injuries or damages due to, or threatened as a result of, the
presence of or exposure to any Hazardous Materials.


 


1.76
“Equipment” shall mean all of Borrowers’ now owned and hereafter acquired equipment, machinery, computers
and computer hardware and software (whether owned or licensed), vehicles, tools, furniture, fixtures, all attachments, accessions
and property now or hereafter affixed thereto or used in connection therewith, and substitutions and replacements thereof, wherever
located.


 


1.77
“ERISA” shall mean the United States Employee Retirement Income Security Act of 1974, as the same now exists
or may hereafter from time to time be amended, modified, recodified or supplemented, together with all rules, regulations and
interpretations thereunder or related thereto.


 


1.78
“ERISA Affiliate” shall mean any person required to be aggregated with any Borrower or any of its affiliates
under Sections 414(b), 414(c), 414(m) or 414(o) of the Code.


 


1.79
“Eurodollar Rate” means, for any day, the rate per annum for United States dollar deposits determined by Agent
for the purpose of calculating the effective Interest Rate for loans that reference the Eurodollar Rate as the rate per annum
as reported on Reuters Screen LIBOR01 page (or any successor page) in effect from time to time for the one month delivery of funds
in amounts approximately equal to the principal amount of such loans (and, if any such rate is below zero, the Eurodollar Rate
shall be deemed to be zero). Borrowers understand and agree that Agent may base its determination of such rate upon such offers
or other market indicators of such rate as Agent in its discretion deems appropriate. When interest is determined in relation
to the Eurodollar Rate, each change in the interest rate shall become effective each Business Day that Agent determines that the
Eurodollar Rate has changed.


 


1.80
“Eurodollar Rate Loans” shall mean any U.S. Revolving Loans or portion thereof on which interest is payable
based on the Eurodollar Rate in accordance with the terms hereof.


 


1.81
“Event of Default” shall mean the occurrence or existence of any event or condition described in Section 10.1
hereof.


 


1.82
“Excess Availability” shall mean the amount, as determined by Agent, calculated at any time, equal to:


 


(a)
the lesser of (i) the amount of the U.S. Revolving Loans available to the U.S. Borrowers and Canadian Revolving Loans available
to the Canadian Borrowers (but not to exceed $2,500,000 in the case of Canadian Revolving Loans), in each case, as of such time
(based on the applicable advance rates set forth in Section 2.1(a) and (b) hereof), subject to the


 






    	 	19	 



     

    

 


sublimits and Availability
Reserves from time to time established by Agent hereunder, and (ii) the Maximum Credit, minus


 


(b)
the amount of all then outstanding and unpaid Obligations.


 


provided,
however, that: solely for the purposes of determining (1) the Applicable Margin, to the extent the amount set forth
in clause (a)(i) above exceeds the amount set forth in clause (a)(ii) above at any time, the Excess Availability as of such time
shall be increased by up to Ten Million Dollars ($10,000,000) of the difference between those two (2) amounts; and (2) whether
a FCCR Triggering Event has occurred (other than under clause (c) of the definition thereof), to the extent the amount set forth
in clause (a)(i) above exceeds the amount set forth in clause (a)(ii) above at any time, the Excess Availability as of such time
shall be increased by the difference between those two (2) amounts.


 


1.83
“Excess Availability Threshold” shall mean an amount equal to $15,000,000.


 


1.84
“Excluded Swap Obligation” means, with respect to any Borrower or Obligor, any Swap Obligation if, and to the
extent that, all or a portion of the guaranty of such Borrower or Obligor of, or the grant by such Borrower or Obligor of a security
interest to secure, such Swap Obligation (or any guaranty 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 Borrower’s or Obligor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty of such Borrower or Obligor or
the grant of such security interest becomes 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 guaranty or security interest is or becomes illegal.


 


1.85
“Excluded Taxes” shall mean (i) any tax imposed on the net income or net profits (including any branch profits
taxes) of, or any Canadian capital tax of, the Agent, any Lender or any Transferee (each a “Recipient”), in
each case imposed by: (A) the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Recipient
is organized, the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Recipient’s principal
office or applicable lending office is located, or (B) a jurisdiction with which such Recipient has a present or former connection
(other than any such connection arising solely from such Recipient having executed, delivered or performed its obligations or
received payment under, or enforced its rights or remedies under this Agreement or any other Financing Agreement); (ii) taxes
resulting from a Recipient’s failure to comply with the requirements of Section 6.5 of this Agreement; (iii) any United
States federal withholding taxes that would be imposed on amounts payable to a Non-U.S. Lender based upon the applicable withholding
rate in effect at the time such Non-U.S. Lender becomes a party to this Agreement (or designates a new lending office), except
that Excluded Taxes shall not include (A) any amount that such Non-U.S. Lender (or its assignor, if any) was previously entitled
to receive pursuant to Section 6.5 of this Agreement, if any, with respect to such withholding tax at the time such Non-U.S. Lender
becomes a party to this Agreement (or designates a new lending office), and (B) additional United States federal withholding taxes
that may be imposed after the time such Non-U.S.


 






    	 	20	 



     

    

 


Lender becomes a party to this Agreement (or designates a new lending office),
as a result of a change in law, rule, regulation, order or other decision with respect to any of the foregoing by any Governmental
Authority, (iv) any United States federal withholding taxes imposed under FATCA, (v) any taxes imposed on a payment by or on account
of any obligation of a Borrower or Obligor (each, a “Loan Party”) hereunder: (A) to a person with which such
Loan Party does not deal at arm’s length (for the purposes of the Income Tax Act (Canada)) at the time of making
such payment or (B) in respect of a debt or other obligation to pay an amount to a person with whom the payer is not dealing at
arm’s length (for the purposes of the Income Tax Act (Canada)) at the time of such payment, (vi) any taxes imposed
on a Recipient by reason of any payment made in connection with such Recipient’s assignment, transfer or participation of
any obligation of a Loan Party under this Agreement or other Financing Agreement, and (vii) any taxes imposed on a Recipient by
reason of such Recipient: (A) being a “specified shareholder” (as defined in subsection 18(5) of the Income Tax
Act (Canada)) of any Loan Party, or (B) not dealing at arm’s length (for the purposes of the Income Tax Act (Canada))
with a “specified shareholder” (as defined in subsection 18(5) of the Income Tax Act (Canada)) of any Loan
Party.


 


1.86
“Executive Order” shall have the meaning set forth in the definition of “Sanctions Laws and Regulations”
herein.


 


1.87
“Existing Loan Agreement” shall have the meaning set forth in the recitals hereto.


 


1.88
“FATCA” shall mean sections 1471 through 1474 of the Code, as in effect on the date hereof (and any amended
or successor version that is substantively comparable and not materially more onerous to comply with), current or future United
States Treasury Regulations promulgated thereunder and official published guidance with respect thereto, any agreements entered
into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation rules or practices adopted pursuant to
any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.


 


1.89
“FCCR Triggering Event” shall mean, as of any date of determination, either (a) Excess Availability is less
than $10,000,000 as of such date, (b) Average 30 Day Excess Availability is less than $18,750,000 as of such date, or (c) Excess
Availability (without giving effect to the proviso contained in the definition thereof) is less than $7,500,000 for a period of
five consecutive days ending on such date of determination.


 


1.90
“Fee Letter” shall mean that certain fee letter, dated as of the date hereof, among U.S. Borrowers and Agent,
in form and substance satisfactory to Agent.


 


1.91
“Final Maturity Date” shall mean March 19, 2019.


 


1.92
“Financing Agreements” shall mean, collectively, this Agreement, the Fee Letter, the Canadian Security Documents
and all notes, guarantees, security agreements and other agreements, documents and instruments (including the Information Certificates)
now or at any time hereafter executed and/or delivered by any Borrower or any Obligor in connection with this Agreement, as the
same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced; provided,
that in no event shall the term ‘Financing Agreements’ be deemed to include any Hedge Agreement or any other
Bank Product Agreement.


 






    	 	21	 



     

    

 


1.93
“Fixed Charges” shall mean, with respect to any fiscal period and with respect to Borrowers and their subsidiaries
determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) cash paid during such period
with respect to Interest Expense, (b) principal payments in respect of Borrowed Money that are required to be paid during such
period, and (c) cash paid during such period with respect to federal, state, and local income taxes.


 


1.94
“Fixed Charge Coverage Ratio” means, with respect to any fiscal period and with respect to Borrowers and their
subsidiaries determined on a consolidated basis in accordance with GAAP, the ratio of (i) EBITDA for such period minus Capital
Expenditures made (to the extent not already incurred in a prior period) or incurred during such period, to (ii) Fixed Charges
for such period.


 


1.95
“Foreign Subsidiary” a Subsidiary that is a “controlled foreign corporation” under Section 957
of the Code.


 


1.96
“Fourth Amendment Effective Date” means April 7, 2015.


 


1.97
“Funding Losses” shall have the meaning set forth in Section 3.1(b)(ii.)


 


1.98
“GAAP” shall mean generally accepted accounting principles in the United States of America as in effect from
time to time as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Boards which are applicable
to the circumstances as of the date of determination consistently applied, except that, for purposes of Section 9.15 hereof, GAAP
shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation
of the audited financial statements delivered to Agent prior to the date hereof.


 


1.99
“Governmental Authority” means any federal, provincial, state, local or other governmental, regulatory or administrative
body, instrumentality, board, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission,
or other similar dispute-resolving panel or body.


 


1.100
“Hazardous Materials” shall mean any hazardous, toxic or dangerous substances, materials and wastes, including,
without limitation, hydrocarbons (including naturally occurring or man-made petroleum and hydrocarbons), flammable explosives,
asbestos, urea formaldehyde insulation, radioactive materials, biological substances, polychlorinated biphenyls, pesticides, herbicides
and any other kind and/or type of pollutants or contaminants (including, without limitation, materials which include hazardous
constituents), sewage, sludge, industrial slag, solvents and/or any other similar substances, materials, or wastes and including
any other substances, materials or wastes that are or become regulated under any Environmental Law (including, without limitation
any that are or become classified as hazardous or toxic under any Environmental Law).


 


1.101
“Hedge Agreement” shall mean an agreement between any Borrower and Agent or any Bank Product Provider that
is a swap agreement as such term is defined in 11 U.S.C. Section 101, and including any rate swap agreement, basis swap, forward
rate agreement,


 






    	 	22	 



     

    

 


commodity swap, interest rate option, forward foreign exchange agreement, spot foreign exchange agreement, rate
cap agreement rate, floor agreement, rate collar agreement, currency swap agreement, cross-currency rate swap agreement, currency
option, any other similar agreement (including any option to enter into any of the foregoing or a master agreement for any the
foregoing together with all supplements thereto) for the purpose of protecting against or managing exposure to fluctuations in
interest or exchange rates, currency valuations or commodity prices; sometimes being collectively referred to herein as ‘Hedge
Agreements’.


 


1.102
“Indemnified Taxes” shall mean, any Taxes, other than Excluded Taxes, imposed on or with respect to any payment
made by or on account of any obligation of a Borrower or Obligor under a Financing Agreement.


 


1.103
“Information Certificates” shall mean the Information Certificates of Borrowers containing material information
with respect to Borrowers, their business and assets provided by or on behalf of Borrowers to Agent in connection with the preparation
of this Agreement and the other Financing Agreements and the financing arrangements provided for herein, the form of which is
attached hereto as Exhibit B.


 


1.104
“Interest Expense” means, for any period, the aggregate of the interest expense of Borrowers and their subsidiaries
for such period (including all commissions, discounts, and other fees and charges owed with respect to letters of credit and bankers’
acceptances financing and net costs under Hedge Agreements in respect of interest rates to the extent such net costs are allocable
to such period in accordance with GAAP), determined on a consolidated basis in accordance with GAAP.


 


1.105
“Interest Period” shall mean, with respect to each CDOR Rate Loan, a period commencing on the date of the making
of such CDOR Rate Loan (or the continuation of a CDOR Rate Loan or the conversion of a Canadian Base Rate Loan to a CDOR Rate
Loan) and ending 1, 2, or 3 months thereafter or, if available and agreed to by all applicable Lenders, 6 months thereafter; provided,
that for CDOR Rate Loans, (i) interest shall accrue at the applicable rate based upon the CDOR Rate from and including the first
day of each Interest Period to, but excluding, the day on which any Interest Period expires and (ii) the Canadian Borrowers may
not elect an Interest Period which will end after the Final Maturity Date.


 


1.106
“Interest Rate” shall mean an interest rate equal to: (a) with respect to Eurodollar Rate Loans, the Eurodollar
Rate, (b) with respect to Prime Rate Loans, the Prime Rate, (c) with respect to the CDOR Rate Loans, the CDOR Rate, (d) with respect
to Canadian Base Rate Loans, the Canadian Base Rate, (e) with respect to Special Agent Advances to U.S. Borrowers and all other
U.S. Obligations other than Loans, the Prime Rate, and (f) with respect to Special Agent Advances to Canadian Borrowers and all
other Canadian Obligations other than Loans, the Canadian Base Rate.


 


1.107
“Inventory” shall mean all of Borrowers’ now owned and hereafter existing or acquired raw materials,
work in process, finished goods and all other inventory of whatsoever kind or nature, wherever located.


 






    	 	23	 



     

    

 


1.108
“Inventory Advance Rates” shall mean the advance rates applicable to Eligible Inventory as determined in accordance
with Section 2.1(a)(ii)(A) or 2.1(b)(ii)(A), as applicable.


 


1.109
“IRS” shall mean the United States Internal Revenue Service.


 


1.110
“Joinder Agreement” shall mean a Joinder Agreement substantially in the form of Exhibit C attached hereto,
among a Target or New Subsidiary (as applicable), Agent and the Lenders.


 


1.111
“Letter of Credit Accommodations” shall mean the U.S. Letter of Credit Accommodations and/or the Canadian Letter
of Credit Accommodations, as the context requires.


 


1.112
“Loans” shall mean each of and collectively the U.S. Revolving Loans and/or the Canadian Revolving Loans, as
the context requires.


 


1.113
“Maximum Credit” shall mean, with reference to the Loans and the Letter of Credit Accommodations, the amount
of Two Hundred Seventy-Five Million Dollars ($275,000,000).


 


1.114
“Net Amount of Canadian Eligible Accounts” shall mean the gross amount of Canadian Eligible Accounts less returns,
discounts, claims, credits and allowances of any nature at any time issued, owing, granted, outstanding, available or claimed
with respect thereto.


 


1.115
“Net Amount of U.S. Eligible Accounts” shall mean the gross amount of U.S. Eligible Accounts less returns,
discounts, claims, credits and allowances of any nature at any time issued, owing, granted, outstanding, available or claimed
with respect thereto.


 


1.116
“Non-U.S. Lender” shall have the meaning set forth in Section 6.5 hereof.


 


1.117
“Obligations” shall mean (a) any and all Loans, Letter of Credit Accommodations and all other obligations,
liabilities and indebtedness of every kind, nature and description owing by any or all of Borrowers and Obligors to Agent or any
Lender or any issuer of a Letter of Credit Accommodation, including principal, interest, charges, fees, costs and expenses, however
evidenced, whether as principal, surety, endorser, guarantor or otherwise, arising under this Agreement or any of the other Financing
Agreements or on account of any Letter of Credit Accommodations, whether now existing or hereafter arising, whether arising before,
during or after the initial or any renewal term of this Agreement or after the commencement of any case with respect to such Borrower
or Obligor under the United States Bankruptcy Code, the BIA, the CCAA or any similar statute (including the payment of interest
and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed
or allowable in whole or in part in such case), whether direct or indirect, absolute or contingent, joint or several, due or not
due, primary or secondary, liquidated or unliquidated, or secured or unsecured and (b) for purposes only of Sections 5, 11.5,
12.11(b), and 13.1 hereof and subject to the priority in right of payment set forth in Section 6.4 hereof, all obligations, liabilities
and indebtedness of every kind, nature and description owing by any or all of Borrowers and Obligors to Agent or any Bank Product
Provider arising under or pursuant to any Bank Products, whether now existing or hereafter arising, provided, that, (i) the applicable
Bank Product must have been provided on or after the date hereof and Agent shall have received a


 






    	 	24	 



     

    

 


Bank Product Provider Letter
Agreement within 10 days after the date of the provision of the applicable Bank Product to the applicable Borrower and (ii) in
no event shall any Bank Product Provider acting in such capacity to whom such obligations, liabilities or indebtedness are owing
be deemed a Lender for purposes hereof to the extent of and as to such obligations, liabilities or indebtedness except that each
reference to the term “Lender” in Sections 12.1, 12.2, 12.3(b), 12.6, 12.7, 12.9, 12.12 and 13.6 hereof shall be deemed
to include such Bank Product Provider and in no event shall the approval of any such person in its capacity as Bank Product Provider
be required in connection with the release or termination of any security interest or lien of Agent; provided that, anything
to the contrary contained in the foregoing notwithstanding, the Obligations of any Borrower or Obligor shall exclude any Excluded
Swap Obligation of such Borrower or Obligor.


 


1.118
“Obligor” shall mean any guarantor, endorser, acceptor, surety or other person liable on or with respect to
the Obligations or who is the owner of any property which is security for the Obligations, other than Borrowers.


 


1.119
“OFAC” shall have the meaning set forth in the definition of “Sanctions Laws and Regulations” herein.


 


1.120
“Participant” shall mean any person which at any time participates with any Lender in respect of the Loans,
the Letter of Credit Accommodations or other Obligations or any portion thereof.


 


1.121
“Payment Account” shall have the meaning set forth in Section 6.3 hereof.


 


1.122
“Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a
secured lender) business judgment.


 


1.123
“Person” or “person” shall mean any individual, sole proprietorship, partnership, corporation
(including, without limitation, any corporation which elects subchapter S status under the Internal Revenue Code of 1986, as amended),
limited liability company, unlimited liability company, limited liability partnership, business trust, unincorporated association,
joint stock corporation, trust, joint venture or other entity or any government or any agency or instrumentality or political
subdivision thereof.


 


1.124
“PPSA” shall mean the Personal Property Security Act as in effect in the Province of Ontario, the Civil Code
of Québec as in effect in the Province of Québec and any successor statutes, together with any regulations thereunder,
in each case as in effect from time to time. References to sections of the PPSA shall be construed to also refer to any successor
sections.


 


1.125
“Prime Rate” shall mean, at any time, the rate of interest most recently announced by Agent at its principal
office as its Prime Rate, with the understanding that the Prime Rate is one of Agent’s base rates, and serves as the basis
upon which effective rates of interest are calculated for those loans making reference to it, and is evidenced by its recording
in such internal publication or publications as Agent may designate. Each change in the rate of interest shall become effective
on the date each Prime Rate change is announced by Agent.


 






    	 	25	 



     

    

 


1.126“Prime
Rate Loans” shall mean any Loans or portion thereof on which interest is payable based on the Prime Rate in accordance
with the terms hereof.


 


1.127“Pro
Rata Share” shall mean:


 


(a)with
respect to a U.S. Lender’s obligation to make U.S. Revolving Loans and participate in U.S. Letter of Credit Accommodations
and receive and make payments relative thereto, the fraction (expressed as a percentage) the numerator of which is such Lender’s
U.S. Revolving Loan Commitment and the denominator of which is the aggregate amount of all of the U.S. Revolving Loan Commitments
of U.S. Lenders, as adjusted from time to time in accordance with the provisions of Section 13.5 hereof; provided, that,
if the U.S. Revolving Loan Commitments have been terminated, the numerator shall be the unpaid amount of such U.S. Lender’s
U.S. Revolving Loans and its interest in the U.S. Letter of Credit Accommodations and the denominator shall be the aggregate amount
of all unpaid U.S. Revolving Loans and U.S. Letter of Credit Accommodations;


 


(b)with
respect to a Canadian Lender’s obligation to make Canadian Revolving Loans and participate in Canadian Letter of Credit
Accommodations and receive and make payments relative thereto, the fraction (expressed as a percentage) the numerator of which
is such Lender’s Canadian Revolving Loan Commitment and the denominator of which is the aggregate amount of all of the Canadian
Revolving Loan Commitments of Canadian Lenders, as adjusted from time to time in accordance with the provisions of Section 13.5
hereof; provided, that, if the Canadian Revolving Loan Commitments have been terminated, the numerator shall be
the unpaid amount of such Canadian Lender’s Canadian Revolving Loans and its interest in the Canadian Letter of Credit Accommodations
and the denominator shall be the aggregate amount of all unpaid Canadian Revolving Loans and Canadian Letter of Credit Accommodations;
and


 


(c)with
respect to all other matters (including the indemnification obligations arising under Section 12.5 hereof), (i) prior to the Commitments
being terminated, the fraction (expressed as a percentage) the numerator of which is such Lender’s aggregate Commitments,
and the denominator of which is the aggregate amount of the Commitments of all Lenders, and (ii) from and after the time that
the Commitments have been terminated or reduced to zero, the fraction (expressed as a percentage) the numerator of which is the
sum of such Lender’s Loans and its interest in the Letter of Credit Accommodations, and the denominator of which is the
aggregate amount of all unpaid Loans and Letter of Credit Accommodations.


 


1.128“Projections”
means Borrowers’ forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared
on a basis consistent with Borrowers’ historical financial statements, together with appropriate supporting details and
a statement of underlying assumptions.


 


1.129
“PTCE 95-60” shall have the meaning set forth in Section 0 hereof.


 


1.130“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each guarantor of, or grantor of a security interest to secure,
the Obligations that has total assets exceeding $10,000,000 at the time the relevant guaranty, keepwell, or grant of the relevant
security interest becomes effective with respect to such Swap Obligation or such other person as


 




    	 	26	 



     

    

 


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.


 


1.131“Real
Estate” shall mean the real estate owned by M2 and commonly known as 1501 Wilshire Boulevard, Santa Monica, California.


 


1.132“Records”
shall mean all of Borrowers’ present and future books of account of every kind or nature, purchase and sale agreements,
invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other
data relating to the Collateral or any account debtor, together with the tapes, disks, diskettes and other data and software storage
media and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of Borrowers with
respect to the foregoing maintained with or by any other person).


 


1.133“Register”
shall have the meaning set forth in Section 0 hereof.


 


1.134“Replacement
Lender” shall have the meaning set forth in Section 3.7 hereof.


 


1.135“Report”
and “Reports” shall have the meaning set forth in Section 0 hereof.


 


1.136“Required
Lenders” shall mean (i) at any time there is more than one Lender, two or more Lenders whose Pro Rata Shares (calculated
under clause (c) of the definition of Pro Rata Share) aggregate more than fifty percent (50%), and (ii) at any time there is only
one Lender, such Lender.


 


1.137“Revaluation
Date” means (a) with respect to any Loan denominated in Canadian Dollars, each of the following: (i) each date of a
borrowing of such Loan, (ii) each date of a continuation of such Loan pursuant to Section 3.1, and (iii) such additional dates
as Agent shall determine or the Required Lenders shall require, (b) with respect to any Letter of Credit Accommodation denominated
in Canadian Dollars, each of the following: (i) each date of issuance of such Letter of Credit Accommodation, (ii) each date of
an amendment of such Letter of Credit Accommodation having the effect of increasing the amount thereof, (iii) each date of any
payment under such Letter of Credit Accommodation by the issuer thereof, and (iv) such additional dates as Agent shall determine
or the Required Lenders shall require, and (c) with respect to any other Obligations denominated in Canadian Dollars, each date
as Agent shall determine unless otherwise prescribed in this Agreement or any other Financing Agreements.


 


1.138“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 the Fourth Amendment Effective Date, Crimea, Cuba (which, for greater certainty, is not a Sanctioned Country as regards
the Canadian Borrowers), Iran, North Korea, Sudan and Syria).


 


1.139“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 as identified by
the federal


 




    	 	27	 



     

    

 


government
of Canada or under the Canadian Anti-Money Laundering & Anti-Terrorism Legislation, the Special Economic Measures Act
(Canada) or the Freezing Assets of Corrupt Foreign Officials Act (Canada), (c) any Person operating, organized or resident
in a Sanctioned Country, or (d) any Person owned or controlled by any such Person or Persons described in the foregoing clauses
(a) or (b).


 


1.140“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by 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 by the Canadian government.


 


1.141“Sanctions
Laws and Regulations” shall mean: (i) any sanctions, prohibitions or requirements imposed by any executive order (an
“Executive Order”) or by any sanctions program administered by the U.S. Department of the Treasury Office of
Foreign Assets Control (“OFAC”), and (ii) any sanctions measures imposed by the United Nations Security Council,
European Union, the United Kingdom or Canada.


 


1.142“Secured
Parties” shall mean, collectively, (a) Agent, (b) BofA, (c) the issuer of any Letter of Credit Accommodations, (d) Lenders,
and (e) Bank Product Providers.


 


1.143“Settlement
Period” shall have the meaning set forth in Section 0 hereof.


 


1.144“Slow
Moving Inventory” shall mean Inventory held by Borrowers for more than one hundred twenty (120) days.


 


1.145“Special
Agent Advances” shall have the meaning set forth in Section 0 hereof.


 


1.146“Spot
Rate” shall mean, for a currency, the rate determined by Agent to be the rate quoted by Wells Fargo acting in such capacity
as the spot rate for the purchase by Wells Fargo of such currency with another currency through its principal foreign exchange
trading office at approximately 11:00 a.m. (New York time) on the date two Business Days prior to the date as of which the foreign
exchange computation is made; provided, that Agent may obtain such spot rate from another financial institution designated
by Agent if Wells Fargo acting in such capacity does not have as of the date of determination a spot buying rate for any such
currency.


 


1.147“Stock”
means all shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in a
Person, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such
term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).


 


1.148“Subsidiary”
of a Person means a corporation, partnership, limited liability company, unlimited liability company, or other entity in which
that Person directly or indirectly owns or controls the Stock having ordinary voting power to elect a majority of the board of
directors (or comparable managers) of such corporation, partnership, limited liability company, unlimited liability company, or
other entity.


 




    	 	28	 



     

    

 


1.149“Swap
Obligation” means, with respect to any Borrower or Obligor, 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.


 


1.150“Taxes”
shall mean any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed
by any jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar
liabilities with respect thereto.


 


1.151“Transferee”
shall have the meaning set forth in Section 0 hereof.


 


1.152“UCC”
shall mean the Uniform Commercial Code as in effect in the State of California, and any successor statute, as in effect from time
to time (except that terms used herein which are defined in the Uniform Commercial Code as in effect in the State of California
on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except
as Lender may otherwise determine.


 


1.153“U.S.
Availability Reserves” shall mean, as of any date of determination, such amounts as Agent may from time to time establish
and revise in its commercially reasonable discretion reducing the amount of U.S. Revolving Loans and U.S. Letter of Credit Accommodations
which would otherwise be available to the U.S. Borrowers under the lending formula(s) provided for herein: (a) to reflect events,
conditions, contingencies or risks which, as determined by Agent in good faith, do affect either (i) the Collateral of the U.S.
Borrowers or any other property which is security for the U.S. Obligations or its value or (ii) the security interests and other
rights of Agent in the Collateral of the U.S. Borrowers (including the enforceability, perfection and priority thereof), (b) to
reflect Agent’s good faith belief that any collateral report or financial information furnished by or on behalf of any U.S.
Borrower or any Obligor to any U.S. Lender is or may have been incomplete, inaccurate or misleading in any material respect, or
(c) to reflect any state of facts which Agent determines in good faith constitutes or could constitute an Event of Default. Without
limiting the generality of the foregoing, Agent (i) may establish on the date hereof and maintain throughout the term of this
Agreement and throughout any renewal term a U.S. Availability Reserve for an amount equal to two (2) months (or one (1) month
in the case of the warehouse in Tennessee or for any location leased for 120 days or less) of the U.S. Borrowers’ gross
rent and other obligations as lessee for each leased premises of the U.S. Borrowers which is either a warehouse location or is
located in a state where a landlord may be entitled to a priority lien on Collateral to secure unpaid rent and with respect to
each such property the landlord has not executed a form of waiver and consent acceptable to Agent, (ii) may establish on the date
hereof and maintain throughout the term of this Agreement and throughout any renewal term a U.S. Availability Reserve for an amount
equal to the greater of the Value of the Inventory of the U.S. Borrowers subject to the security interest of any Persons who hold
a security interest prior to Agent in the sale proceeds of such Inventory, unless and until those Persons have released or subordinated
their security interests against the U.S. Borrowers in a manner satisfactory to Agent, or the sum of the U.S. Borrowers’
payables and accrued payables to Apple Computer (or such other Persons), (iii) may establish on the date hereof and maintain throughout
the term of this Agreement and throughout any renewal term U.S. Availability Reserves for U.S. Letter of Credit Accommodations
as provided in Section 2.2(c) hereof and without duplication of Section 2.2(c), (iv) may establish and maintain


 




    	 	29	 



     

    

 


throughout
the term of this Agreement and any renewal term U.S. Availability Reserves for obligations, liabilities or indebtedness (contingent
or otherwise) of Borrowers to Agent or any Bank Product Provider arising under or in connection with any Bank Products or as such
Affiliate or Person may otherwise require in connection therewith to the extent that such obligations, liabilities or indebtedness
constitute Obligations as such term is defined herein or otherwise receive the benefit of the security interest of Agent in any
Collateral, and (v) may establish and maintain throughout the term of this Agreement and any renewal term a U.S. Availability
Reserve in an amount determined by Agent to estimate the next monthly payment due by the Borrowers on account of the earn-out
payable in connection with the acquisition of Collab9.


 


1.154“U.S.
Commitment” shall mean as to any U.S. Lender, the U.S. Revolving Loan Commitment of such Lender.


 


1.155“U.S.
Eligible Accounts” shall mean Eligible Accounts of the U.S. Borrowers.


 


1.156“U.S.
Eligible Inventory” shall mean Eligible Inventory of the U.S. Borrowers.


 


1.157“U.S.
Inventory Sublimit” shall mean an amount equal to Seventy Million Dollars ($70,000,000).


 


1.158“U.S.
Lenders” shall mean each of and collectively those Lenders making U.S. Revolving Loans or providing U.S. Letter of Credit
Accommodations and their respective successors and assigns; sometimes being referred to herein individually as a “U.S. Lender”.


 


1.159“U.S.
Letter of Credit Accommodation” shall mean the letters of credit, merchandise purchase or other guaranties which are
from time to time either (a) issued, opened or provided (including any amendment, extension, increase or renewal thereof) by Agent
or any Lender for the account of any U.S. Borrower or (b) with respect to which Agent on behalf of U.S. Lenders has agreed to
indemnify the issuer or guaranteed to the issuer the performance by any U.S. Borrower of its obligations to such issuer.


 


1.160“U.S.
Obligations” shall mean all Obligations other than Canadian Obligations.


 


1.161“U.S.
Payment Account” shall have the meaning set forth in Section 6.3 hereof.


 


1.162“U.S.
Person” shall mean any Person that is a “United States Person” as defined in Section 7701(a)(30) of the
Code.


 


1.163“U.S.
Revolving Loan Commitment” shall mean, at any time, as to each U.S. Lender, the principal amount set forth below such
U.S. Lender’s signature on the signature pages hereto designated as the U.S. Revolving Loan Commitment or on Schedule 1
to the Assignment and Acceptance pursuant to which such U.S. Lender became a U.S. Lender hereunder in accordance with the provisions
of Section 13.5 hereof, as the same may be adjusted from time to time in accordance with the terms hereof; sometimes being
collectively referred to herein as “U.S. Revolving Loan Commitments.”


 




    	 	30	 



     

    

 


1.164“U.S.
Revolving Loans” shall mean the loans now or hereafter made by or on behalf of any U.S. Lender or by Agent for the ratable
account of any U.S. Lender, to or for the benefit of U.S. Borrowers on a revolving basis (involving advances, repayments and readvances)
as set forth in Section 2.1(a) hereof.


 


1.165“U.S.
Subsidiary” shall mean a Subsidiary of PCM that is organized under the laws of a state of the United States or the District
of Columbia.


 


1.166“Value”
shall mean, as determined by Agent in good faith, with respect to Inventory, the lower of (a) cost under the first-in-first-out
method, net of vendor discounts or (b) market value.


 


1.167“Wells
Fargo” shall mean Wells Fargo Bank, N.A.


 


SECTION
2. CREDIT FACILITIES.


 


2.1U.S.
Revolving Loans and Canadian Revolving Loans.


 


(a)Subject
to, and upon the terms and conditions contained herein, each U.S. Lender severally (and not jointly) agrees to fund its Pro Rata
Share of U.S. Revolving Loans to U.S. Borrowers from time to time in amounts requested by U.S. Borrowers up to the amount equal
to:


 


(i)ninety
percent (90%) of the Net Amount of U.S. Eligible Accounts, provided, that, such percentage advance rate shall be
reduced by the positive difference, rounded to the nearest tenth of a percent, between (A) the dilution rate on the Accounts of
the U.S. Borrowers, as determined by Agent in good faith based on the ratio of (1) the aggregate amount of reductions in such
Accounts other than as a result of payments in cash, to (2) the aggregate amount of total sales, and (B) three and one-half of
one percent (3.5%), and provided further, that, the total sum available under this Section 2.1(a)(i) based upon
Credit Card/Check Processing Receivables shall not exceed Fifteen Million Dollars ($15,000,000) at any time; and provided further
that, if U.S. Borrowers provide reports on such Credit Card/Check Processing Receivables under Section 7.1 on a daily basis,
the total sum under this Section 2.1(a)(i) based upon Credit Card/Check Processing Receivables shall not exceed Twenty Million
Dollars ($20,000,000) at any time; plus


 


(ii)the
lesser of:


 


(A)the
sum of (1) sixty percent (60%) of the Value of U.S. Eligible Inventory not consisting of office supplies (held for sale by the
U.S. Borrowers), refurbished Inventory of the U.S. Borrowers, Slow Moving Inventory of the U.S. Borrowers, or the Inventory of
the U.S. Borrowers described in clause (3) immediately below, not to exceed eighty-five percent (85%) of the Appraised Liquidation
Value of such Eligible Inventory, plus (2) the lesser of Two Million Five Hundred Thousand Dollars ($2,500,000) or forty
percent (40%) of the Value of U.S. Eligible Inventory consisting of office supplies (held for sale by the U.S. Borrowers), refurbished
Inventory of the U.S. Borrowers or Slow Moving Inventory of the U.S. Borrowers and not consisting of the Inventory described in
clause (3) immediately below, not to exceed eighty-five percent (85%) of the Appraised Liquidation Value of such Eligible


 




    	 	31	 



     

    

 


Inventory,
plus (3) eighty percent (80%) of the Value of U.S. Eligible Inventory that is in its original closed box, that has been
held by the U.S. Borrowers no more than one hundred twenty (120) days, and for which Apple Computer, upon its repossession thereof,
is committed to pay to Agent the sum of the purchase prices thereof, net of certain rebates and other allowances, pursuant to
the terms and provisions of the Apple Intercreditor Agreement; provided, that, the total sum available under this
Section 2.1(a)(ii)(A) based upon U.S. Eligible Inventory that is in transit from Apple Computer to U.S. Borrowers shall not exceed
Two Million Dollars ($2,000,000) at any time, unless U.S. Borrowers have provided Agent with a current borrowing base certificate
(separately identifying such in-transit Eligible Inventory and with such supporting documentation acceptable to Agent and U.S.
Borrowers as Agent may reasonably request), which certificates shall be in form reasonably satisfactory to Agent, in which case,
for a period of five (5) Business Days after the U.S. Lenders’ receipt and satisfactory review of such certificates, the
total sum available hereunder based upon such in-transit U.S. Eligible Inventory shall not exceed Fifteen Million Dollars ($15,000,000);
or


 


(B)the
U.S. Inventory Sublimit; plus


 


(iii)the
lesser of:


 


(A)an
amount equal to seventy percent (70%) of the “Fair Market Value” of the Eligible Real Estate as set forth in any appraisal
of the Real Estate received by Agent; or


 


(B)the
Eligible Real Estate Sublimit; plus


 


(iv)the
lesser of:


 


(A)an
amount equal to seventy percent (70%) of the “Fair Market Value” of the Eligible Adjacent Real Estate as set forth
in any appraisal of the Adjacent Real Estate received by Agent; or


 


(B)the
Eligible Adjacent Real Estate Sublimit; minus


 


(v)the
then undrawn amounts of outstanding U.S. Letter of Credit Accommodations, multiplied by the applicable percentages as provided
for in Section 2.2(c)(i) or Section 2.2(c)(ii) hereof; minus


 


(vi)any
U.S. Availability Reserves.


 


(b)Subject
to, and upon the terms and conditions contained herein, each Canadian Lender severally (and not jointly) agrees to fund its Pro
Rata Share of Canadian Revolving Loans to Canadian Borrowers from time to time in amounts requested by Canadian Borrowers up to
the amount equal to:


 


(i)ninety
percent (90%) of the Net Amount of Canadian Eligible Accounts, provided, that, such percentage advance rate shall
be reduced by the positive difference, rounded to the nearest tenth of a percent, between (A) the dilution rate on the Accounts
of the Canadian Borrowers, as determined by Agent in good faith based on the ratio of (1) the aggregate amount of reductions in
such Accounts other than as a result of payments in


 




    	 	32	 



     

    

 


cash,
to (2) the aggregate amount of total sales, and (B) three and one-half of one percent (3.5%); plus


 


(ii)the
lesser of:


 


(A)the
sum of (1) sixty percent (60%) of the Value of Canadian Eligible Inventory not consisting of office supplies (held for sale by
the Canadian Borrowers), refurbished Inventory of the Canadian Borrowers, or Slow Moving Inventory of the Canadian Borrowers,
not to exceed eighty-five percent (85%) of the Appraised Liquidation Value of such Eligible Inventory, plus (2) the lesser
of Five Hundred Thousand Dollars ($500,000) or forty percent (40%) of the Value of Canadian Eligible Inventory consisting of office
supplies (held for sale by the Canadian Borrowers), refurbished Inventory of the Canadian Borrowers or Slow Moving Inventory of
the Canadian Borrowers, not to exceed eighty-five percent (85%) of the Appraised Liquidation Value of such Eligible Inventory;
or


 


(B)the
Canadian Inventory Sublimit; minus


 


(iii)the
then undrawn amounts of outstanding Canadian Letter of Credit Accommodations, multiplied by the applicable percentages as provided
for in Section 2.3(c)(i) or Section 2.3(c)(ii) hereof; minus


 


(iv)any
Canadian Availability Reserves.


 


(c)Agent
may, in its commercially reasonable discretion, from time to time, upon not less than ten (10) days prior notice to PCM reduce
the lending formula(s) with respect to U.S. Eligible Inventory and/or Canadian Eligible Inventory to the extent that Agent determines
that:


 


(i)the
number of days of the turnover, or the mix, of such Inventory for any period has changed in any materially adverse respect; or


 


(ii)the
nature and quality of such Inventory has deteriorated in any material respect. In determining whether to reduce the lending formula(s),
Agent may consider events, conditions, contingencies or risks which are also considered in determining U.S. Eligible Accounts,
Canadian Eligible Accounts, Eligible Inventory, Eligible Real Estate, Eligible Adjacent Real Estate, or in establishing U.S. Availability
Reserves or Canadian Availability Reserves.


 


(d)Except
in Agent’s discretion, with the consent of all Lenders, (i) the aggregate amount of the Loans, the Letter of Credit Accommodations
and other Obligations outstanding at any time shall not exceed the Maximum Credit, and (ii) the aggregate amount of the Canadian
Revolving Loans, the Canadian Letter of Credit Accommodations and other Canadian Obligations outstanding at any time shall not
exceed the Canadian Maximum Credit. In the event that (A) the outstanding amount of any component of the Loans and Letter of Credit
Accommodations, (B) the aggregate amount of the outstanding Loans and Letter of Credit Accommodations and other Obligations, or
(C) the aggregate amount of the outstanding Canadian Revolving Loans and Canadian Letter of Credit Accommodations and other Canadian
Obligations, exceeds the amounts available under the lending formulas set forth in Section 2.1(a)


 




    	 	33	 



     

    

 


or
2.1(b) hereof, as applicable, the sublimits for Letter of Credit Accommodations set forth in Section 2.2(e) or 2.3(e) or the Maximum
Credit or Canadian Maximum Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Agent or
any Lender in that circumstance or on any future occasions and U.S. Borrowers and Canadian Borrowers shall, upon demand by Agent,
which may be made at any time or from time to time, immediately repay to Agent, for the ratable benefit of U.S. Lenders or the
Canadian Lenders, as applicable, the entire amount of any such excess(es) for which payment is demanded.


 


(e)For
purposes only of applying the sublimit on U.S. Revolving Loans based on U.S. Eligible Inventory pursuant to Section 2.1(a)(ii)(B),
Agent may treat the then undrawn amounts of outstanding U.S. Letter of Credit Accommodations for the purpose of purchasing U.S.
Eligible Inventory as U.S. Revolving Loans to the extent Agent is in effect basing the issuance of the U.S. Letter of Credit Accommodations
on the Value of the U.S. Eligible Inventory being purchased with such U.S. Letter of Credit Accommodations. In determining the
actual amounts of such U.S. Letter of Credit Accommodations to be so treated for purposes of the sublimit, the outstanding U.S.
Revolving Loans and U.S. Availability Reserves shall be attributed first to any components of the lending formulas in Section
2.1(a) that are not subject to such sublimit, before being attributed to the components of the lending formulas subject to such
sublimit.


 


(f)For
purposes only of applying the sublimit on Canadian Revolving Loans based on Canadian Eligible Inventory pursuant to Section 2.1(b)(ii)(B),
Agent may treat the then undrawn amounts of outstanding Canadian Letter of Credit Accommodations for the purpose of purchasing
Canadian Eligible Inventory as Canadian Revolving Loans to the extent Agent is in effect basing the issuance of the Canadian Letter
of Credit Accommodations on the Value of the Canadian Eligible Inventory being purchased with such Canadian Letter of Credit Accommodations.
In determining the actual amounts of such Canadian Letter of Credit Accommodations to be so treated for purposes of the sublimit,
the outstanding Canadian Revolving Loans and Canadian Availability Reserves shall be attributed first to any components of the
lending formulas in Section 2.1(b) that are not subject to such sublimit, before being attributed to the components of the lending
formulas subject to such sublimit.


 


(g)Loans
for the account of U.S. Borrowers shall be denominated in Dollars and Loans for the account of Canadian Borrowers shall be denominated
in CAD.


 


(h)A
Lender may fulfill its obligations under the Financing Agreements through one or more branches, affiliates or lending offices,
and this shall not affect any obligation of Borrowers or Obligors under the Financing Agreements or with respect to any Obligations.


 


2.2U.S.
Letter of Credit Accommodations.


 


(a)Subject
to, and upon the terms and conditions contained herein, at the request of the U.S. Borrowers, Agent agrees, for the ratable risk
of each U.S. Lender according to its Pro Rata Share, to provide or arrange for U.S. Letter of Credit Accommodations denominated
in U.S. Dollars for the account of the U.S. Borrowers containing terms and conditions acceptable to Agent and the issuer thereof.
Any payments made by Agent or any U.S.


 




    	 	34	 



     

    

 


Lender
to any issuer thereof and/or related parties in connection with the U.S. Letter of Credit Accommodations shall constitute additional
U.S. Revolving Loans to the U.S. Borrowers pursuant to this Section 2.


 


(b)In
addition to any charges, fees or expenses charged by any bank or issuer in connection with the U.S. Letter of Credit Accommodations,
the U.S. Borrowers shall pay to Agent for the benefit of the U.S. Lenders, a letter of credit fee at a per annum rate equal to
the Applicable Margin relative to Eurodollar Rate Loans on the daily outstanding balance of the U.S. Letter of Credit Accommodations
for the immediately preceding month (or part thereof), payable in arrears as of the first day of each succeeding month. Notwithstanding
the foregoing, such letter of credit fee shall be increased, at Agent’s option without notice, to two percent (2.00%) per
annum above the then applicable rate upon the occurrence and during the continuation of an Event of Default, and for the period
on or after the date of termination or non-renewal of this Agreement. Such letter of credit fee shall be calculated on the basis
of a three hundred sixty (360) day year and actual days elapsed and the obligation of the U.S. Borrowers to pay such fee shall
survive the termination or non-renewal of this Agreement.


 


(c)No
U.S. Letter of Credit Accommodations shall be available unless on the date of the proposed issuance of any U.S. Letter of Credit
Accommodations, the U.S. Revolving Loans available to the U.S. Borrowers (subject to the Maximum Credit, any U.S. Availability
Reserves and any other limitations set forth in Section 2.1(d)) are equal to or greater than:


 


(i)if
the proposed U.S. Letter of Credit Accommodation is for the purpose of purchasing U.S. Eligible Inventory, the sum of:


 


(A)the
product of the Value or Appraised Liquidation Value of such U.S. Eligible Inventory multiplied by one minus the Inventory Advance
Rate under Section 2.1(a)(ii)(A) as applicable, plus


 


(B)freight,
taxes, duty and other amounts which the Agent estimates must be paid in connection with such Inventory upon arrival and for delivery
to one of the U.S. Borrowers’ locations for U.S. Eligible Inventory within the United States of America; and


 


(ii)if
the proposed U.S. Letter of Credit Accommodation is for standby letters of credit guaranteeing the purchase of U.S. Eligible Inventory
or for any other purpose, an amount equal to one hundred percent (100%) of the face amount thereof and all other commitments and
obligations made or incurred by the U.S. Lenders with respect thereto.


 


Effective
on the issuance of each U.S. Letter of Credit Accommodation, the amount of U.S. Revolving Loans which might otherwise be available
to the U.S. Borrowers shall be reduced by the applicable amount set forth in this Section 2.2(c).


 


(d)A
U.S. Availability Reserve shall be established in the amount set forth in Section 2.2(c)(i) upon the placement of the order for
the purchase of the subject Inventory. Effective upon the issuance of each U.S. Letter of Credit Accommodation for a purpose other
than the purchase of Inventory, a U.S. Availability Reserve shall be established in the amount set forth in Section 2.2(c)(ii).


 




    	 	35	 



     

    

 


(e)Except
in Agent’s discretion, with the consent of all U.S. Lenders, the amount of all outstanding U.S. Letter of Credit Accommodations
and all other commitments and obligations made or incurred by Agent or any U.S. Lender in connection therewith shall not at any
time exceed Fifty Million Dollars ($50,000,000). At any time an Event of Default exists or has occurred and is continuing, upon
Agent’s request, the U.S. Borrowers will either furnish cash collateral to secure the reimbursement obligations to the issuer
in connection with any U.S. Letter of Credit Accommodations or furnish cash collateral to Agent for the U.S. Letter of Credit
Accommodations, and in either case, the U.S. Revolving Loans otherwise available to the U.S. Borrowers shall not be reduced as
provided in Section 2.2(c) to the extent of such cash collateral.


 


(f)Each
U.S. Borrower shall indemnify and hold Agent and Lenders harmless from and against any and all losses, claims, damages, liabilities,
costs and expenses which Agent or any Lender may suffer or incur in connection with any Letter of Credit Accommodations and any
documents, drafts or acceptances relating thereto (excluding any of the foregoing to the extent arising from the gross negligence
or willful misconduct of Agent or any Lender), including, but not limited to, any losses, claims, damages, liabilities, costs
and expenses due to any action taken by any issuer or correspondent with respect to any Letter of Credit Accommodation. Each U.S.
Borrower assumes all risks with respect to the acts or omissions of the drawer under or beneficiary of any Letter of Credit Accommodation
and for such purposes the drawer or beneficiary shall be deemed such U.S. Borrower’s agent. Each U.S. Borrower assumes all
risks for, and agree to pay, all foreign, Federal, State and local taxes, duties and levies relating to any goods subject to any
Letter of Credit Accommodations or any documents, drafts or acceptances thereunder. Each U.S. Borrower hereby releases and holds
Agent and each Lender harmless from and against any acts, waivers, errors, delays or omissions, whether caused by such U.S. Borrower,
by any issuer or correspondent or otherwise, unless caused by the gross negligence or willful misconduct of Agent or such Lender,
with respect to or relating to any Letter of Credit Accommodation. The provisions of this Section 2.2(f) shall survive the payment
of Obligations and the termination or non-renewal of this Agreement.


 


(g)Nothing
contained herein shall be deemed or construed to grant U.S. Borrowers any right or authority to pledge the credit of Agent or
any U.S. Lender in any manner. Neither Agent nor any U.S. Lender shall have any liability of any kind with respect to any U.S.
Letter of Credit Accommodation provided by an issuer other than Agent or any U.S. Lender, unless Agent has duly executed and delivered
to such issuer the application or a guarantee or indemnification in writing with respect to such U.S. Letter of Credit Accommodation.
Each U.S. Borrower shall be bound by any interpretation made in good faith by Agent, or any other issuer or correspondent under
or in connection with any U.S. Letter of Credit Accommodation or any documents, drafts or acceptances thereunder, notwithstanding
that such interpretation may be inconsistent with any instructions of such U.S. Borrower. At any time an Event of Default exists
or has occurred and is continuing, Agent shall have the sole and exclusive right and authority to, and no U.S. Borrower shall,
without the prior written consent of Agent: (i) approve or resolve any questions of non-compliance of documents, (ii) give any
instructions as to acceptance or rejection of any documents or goods, (iii) execute any and all applications for steamship or
airway guaranties, indemnities or delivery orders, and at all times, (iv) grant any extensions of the maturity of, time of payment
for, or time of presentation of, any drafts, acceptances, or documents, and (v) agree to any amendments, renewals, extensions,
modifications, changes or cancellations of any of the terms or conditions of any of the applications, U.S. Letter of Credit


 




    	 	36	 



     

    

 


Accommodations,
or documents, drafts or acceptances thereunder or any letters of credit included in the Collateral. Agent may take such actions
either in its own name or in any U.S. Borrower’s name.


 


(h)Any
rights, remedies, duties or obligations granted or undertaken by any U.S. Borrower to any issuer or correspondent in any application
for any U.S. Letter of Credit Accommodation, or any other agreement in favor of any issuer or correspondent relating to any U.S.
Letter of Credit Accommodation, shall be deemed to have been granted or undertaken by such U.S. Borrower to Agent for the ratable
benefit of U.S. Lenders. Any duties or obligations undertaken by Agent or any U.S. Lender to any issuer or correspondent in any
application for any U.S. Letter of Credit Accommodation, or any other agreement by Agent or any U.S. Lender in favor of any issuer
or correspondent relating to any U.S. Letter of Credit Accommodation, shall be deemed to have been undertaken by U.S. Borrowers
to Agent and U.S. Lenders and to apply in all respects to U.S. Borrowers.


 


2.3Canadian
Letter of Credit Accommodations.


 


(a)Subject
to, and upon the terms and conditions contained herein, at the request of the Canadian Borrowers, Agent agrees, for the ratable
risk of each Canadian Lender according to its Pro Rata Share, to provide or arrange for Canadian Letter of Credit Accommodations
denominated in Canadian Dollars for the account of the Canadian Borrowers containing terms and conditions acceptable to Agent
and the issuer thereof. Any payments made by Agent or any Canadian Lender to any issuer thereof and/or related parties in connection
with the Canadian Letter of Credit Accommodations shall constitute additional Canadian Revolving Loans to the Canadian Borrowers
pursuant to this Section 2.


 


(b)In
addition to any charges, fees or expenses charged by any bank or issuer in connection with the Canadian Letter of Credit Accommodations,
the Canadian Borrowers shall pay to Agent for the benefit of the Canadian Lenders, a letter of credit fee at a per annum rate
equal to the Applicable Margin relative to CDOR Rate Loans on the daily outstanding balance of the Canadian Letter of Credit Accommodations
for the immediately preceding month (or part thereof), payable in arrears as of the first day of each succeeding month. Notwithstanding
the foregoing, such letter of credit fee shall be increased, at Agent’s option without notice, to two percent (2.00%) per
annum above the then applicable rate upon the occurrence and during the continuation of an Event of Default, and for the period
on or after the date of termination or non-renewal of this Agreement. Such letter of credit fee shall be calculated on the basis
of a three hundred sixty (360) day year and actual days elapsed and the obligation of the Canadian Borrowers to pay such fee shall
survive the termination or non-renewal of this Agreement.


 


(c)No
Canadian Letter of Credit Accommodations shall be available unless on the date of the proposed issuance of any Canadian Letter
of Credit Accommodations, the Canadian Revolving Loans available to the Canadian Borrowers (subject to the Maximum Credit, Canadian
Maximum Credit, any Canadian Availability Reserves and any other limitations set forth in Section 2.1(d)) are equal to or greater
than:


 




    	 	37	 



     

    

 


(i)if
the proposed Canadian Letter of Credit Accommodation is for the purpose of purchasing Canadian Eligible Inventory, the sum of:


 


(A)the
product of the Value or Appraised Liquidation Value of such Canadian Eligible Inventory multiplied by one minus the Inventory
Advance Rate under Section 2.1(b)(ii)(A) as applicable, plus


 


(B)freight,
taxes, duty and other amounts which the Agent estimates must be paid in connection with such Inventory upon arrival and for delivery
to one of the Canadian Borrowers’ locations for Canadian Eligible Inventory within Canada; and


 


(ii)if
the proposed Canadian Letter of Credit Accommodation is for standby letters of credit guaranteeing the purchase of Canadian Eligible
Inventory or for any other purpose, an amount equal to one hundred percent (100%) of the face amount thereof and all other commitments
and obligations made or incurred by the Canadian Lenders with respect thereto.


 


Effective
on the issuance of each Canadian Letter of Credit Accommodation, the amount of Canadian Revolving Loans which might otherwise
be available to the Canadian Borrowers shall be reduced by the applicable amount set forth in this Section 2.3(c).


 


(d)A
Canadian Availability Reserve shall be established in the amount set forth in Section 2.3(c)(i) upon the placement of the order
for the purchase of the subject Inventory. Effective upon the issuance of each Canadian Letter of Credit Accommodation for a purpose
other than the purchase of Inventory, a Canadian Availability Reserve shall be established in the amount set forth in Section
2.3(c)(ii).


 


(e)Except
in Agent’s discretion, with the consent of all Canadian Lenders, the amount of all outstanding Canadian Letter of Credit
Accommodations and all other commitments and obligations made or incurred by Agent or any Canadian Lender in connection therewith
shall not at any time exceed Five Million Canadian Dollars (C$5,000,000). At any time an Event of Default exists or has occurred
and is continuing, upon Agent’s request, the Canadian Borrowers will either furnish cash collateral to secure the reimbursement
obligations to the issuer in connection with any Canadian Letter of Credit Accommodations or furnish cash collateral to Agent
for the Canadian Letter of Credit Accommodations, and in either case, the Canadian Revolving Loans otherwise available to the
Canadian Borrowers shall not be reduced as provided in Section 2.3(c) to the extent of such cash collateral.


 


(f)Each
Canadian Borrower shall indemnify and hold Agent and Canadian Lenders harmless from and against any and all losses, claims, damages,
liabilities, costs and expenses (in each case other than Excluded Taxes) which Agent or any Canadian Lender may suffer or incur
in connection with any Canadian Letter of Credit Accommodations and any documents, drafts or acceptances relating thereto (excluding
any of the foregoing to the extent arising from the gross negligence or willful misconduct of Agent or any Canadian Lender), including,
but not limited to, any losses, claims, damages, liabilities, costs and expenses due to any action taken by any issuer or correspondent
with respect to any Canadian Letter of Credit Accommodation. Each Canadian Borrower assumes all risks with respect to the acts
or


 




    	 	38	 



     

    

 


omissions
of the drawer under or beneficiary of any Canadian Letter of Credit Accommodation and for such purposes the drawer or beneficiary
shall be deemed such Canadian Borrower’s agent. Each Canadian Borrower assumes all risks for, and agree to pay, all foreign,
U.S. and Canadian federal, state, provincial and local taxes, duties and levies relating to any goods subject to any Canadian
Letter of Credit Accommodations or any documents, drafts or acceptances thereunder. Each Canadian Borrower hereby releases and
holds Agent and each Canadian Lender harmless from and against any acts, waivers, errors, delays or omissions, whether caused
by such Canadian Borrower, by any issuer or correspondent or otherwise, unless caused by the gross negligence or willful misconduct
of Agent or such Canadian Lender, with respect to or relating to any Canadian Letter of Credit Accommodation. The provisions of
this Section 2.3(f) shall survive the payment of Obligations and the termination or non-renewal of this Agreement.


 


(g)Nothing
contained herein shall be deemed or construed to grant Canadian Borrowers any right or authority to pledge the credit of Agent
or any Canadian Lender in any manner. Neither Agent nor any Canadian Lender shall have any liability of any kind with respect
to any Canadian Letter of Credit Accommodation provided by an issuer other than Agent or any Canadian Lender, unless Agent has
duly executed and delivered to such issuer the application or a guarantee or indemnification in writing with respect to such Canadian
Letter of Credit Accommodation. Each Canadian Borrower shall be bound by any interpretation made in good faith by Agent, or any
other issuer or correspondent under or in connection with any Canadian Letter of Credit Accommodation or any documents, drafts
or acceptances thereunder, notwithstanding that such interpretation may be inconsistent with any instructions of such Canadian
Borrower. At any time an Event of Default exists or has occurred and is continuing, Agent shall have the sole and exclusive right
and authority to, and no Canadian Borrower shall, without the prior written consent of Agent: (i) approve or resolve any questions
of non-compliance of documents, (ii) give any instructions as to acceptance or rejection of any documents or goods, (iii) execute
any and all applications for steamship or airway guaranties, indemnities or delivery orders, and at all times, (iv) grant any
extensions of the maturity of, time of payment for, or time of presentation of, any drafts, acceptances, or documents, and (v)
agree to any amendments, renewals, extensions, modifications, changes or cancellations of any of the terms or conditions of any
of the applications, Canadian Letter of Credit Accommodations, or documents, drafts or acceptances thereunder or any letters of
credit included in the Collateral. Agent may take such actions either in its own name or in any Canadian Borrower’s name.


 


(h)Any
rights, remedies, duties or obligations granted or undertaken by any Canadian Borrower to any issuer or correspondent in any application
for any Canadian Letter of Credit Accommodation, or any other agreement in favor of any issuer or correspondent relating to any
Canadian Letter of Credit Accommodation, shall be deemed to have been granted or undertaken by such Canadian Borrower to Agent
for the ratable benefit of Canadian Lenders. Any duties or obligations undertaken by Agent or any Canadian Lender to any issuer
or correspondent in any application for any Canadian Letter of Credit Accommodation, or any other agreement by Agent or any Canadian
Lender in favor of any issuer or correspondent relating to any Canadian Letter of Credit Accommodation, shall be deemed to have
been undertaken by Canadian Borrowers to Agent and Canadian Lenders and to apply in all respects to Canadian Borrowers.


 




    	 	39	 



     

    

 


2.4Commitments.
The aggregate amount of each U.S. Lender’s Pro Rata Share of the U.S. Revolving Loans and U.S. Letter of Credit Accommodations
shall not exceed the amount of such Lender’s U.S. Revolving Loan Commitment, as the same may from time to time be amended
with the written acknowledgment of Agent and such U.S. Lender. The aggregate amount of each Canadian Lender’s Pro Rata Share
of the Canadian Revolving Loans and Canadian Letter of Credit Accommodations shall not exceed the amount of such Lender’s
Canadian Revolving Loan Commitment, as the same may from time to time be amended with the written acknowledgment of Agent and
such Canadian Lender.


 


2.5[Intentionally
Omitted].


 


2.6Real
Estate and Adjacent Real Estate.


 


(a)Notwithstanding
anything to the contrary contained herein, the Real Estate may be sold or refinanced and Agent shall release its liens against
the Real Estate in connection with the sale or refinance thereof, provided, that, (i) no Default or Event of Default
has occurred and is continuing at the time of such sale or refinance, or would result therefrom and (ii) the proceeds of such
sale or refinance are no less than the Eligible Real Estate Sublimit and the proceeds of such sale or refinance in an amount no
less than the Eligible Real Estate Sublimit are remitted to Agent for application to the Obligations in accordance with Section
6.4. Upon any refinance of the Real Estate in accordance with the foregoing, any indebtedness secured solely by the Real Estate
and any lien against the Real Estate securing such indebtedness will be permitted for the purposes of Sections 9.8 and
9.9 hereof.


 


(b)Notwithstanding
anything to the contrary contained herein, the Adjacent Real Estate may be sold or refinanced and Agent shall release its liens
against the Adjacent Real Estate in connection with the sale or refinance thereof, provided, that, (i) no Default
or Event of Default has occurred and is continuing at the time of such sale or refinance, or would result therefrom and (ii) the
proceeds of such sale or refinance are no less than the Eligible Adjacent Real Estate Sublimit and the proceeds of such sale or
refinance in an amount no less than the Eligible Adjacent Real Estate Sublimit are remitted to Agent for application to the Obligations
in accordance with Section 6.4. Upon any refinance of the Adjacent Real Estate in accordance with the foregoing, any indebtedness
secured solely by the Adjacent Real Estate and any lien against the Adjacent Real Estate securing such indebtedness will be permitted
for the purposes of Sections 9.8 and 9.9 hereof.


 


2.7Exchange
Rates; Currency Equivalents; Applicable Currency.


 


(a)For
purposes of this Agreement and the other Financing Agreements, the Dollar Equivalent of any Loans, Letter of Credit Accommodations,
other Obligations and other references to amounts denominated in a currency other than Dollars shall be determined in accordance
with the terms of this Agreement. Such Dollar Equivalent shall become effective as of such Revaluation Date for such Loans, Letter
of Credit Accommodations and other Obligations and shall be the Dollar Equivalent employed in converting any amounts between the
applicable currencies until the next Revaluation Date to occur for such Loans, Letter of Credit Accommodations and other Obligations.
Except as otherwise expressly provided herein, the applicable amount of any currency for purposes of the Financing Agreements
(including for


 




    	 	40	 



     

    

 


purposes
of financial statements and all calculations in connection with the covenants, including the financial covenants) shall be the
Dollar Equivalent thereof.


 


(b)Wherever
in this Agreement and the other Financing Agreements in connection with a borrowing, conversion, continuation or prepayment of
a Loan or the issuance, amendment or extension of a Letter of Credit Accommodation, an amount, such as a required minimum or multiple
amount, is expressed in Dollars, but such Loan or Letter of Credit Accommodation is denominated in Canadian Dollars, such amount
shall be the relevant Canadian Dollar Equivalent of such Dollar amount (rounded to the nearest Canadian Dollar, with 0.5 of a
unit being rounded upward).


 


(c)If
at any time following one or more fluctuations in the exchange rate of the Canadian Dollar against the Dollar, (i) the Dollar
Equivalent of the aggregate outstanding principal balance of Loans and Letter of Credit Accommodations to the Canadian Borrowers
exceeds the Canadian Borrowing Base, the limit of the Canadian Commitment of any Lender or any other limitations hereunder based
on U.S. Dollars or (ii) the aggregate outstanding principal balance of Loans or Letter of Credit Accommodations to Canadian Borrowers
exceeds any other limit based on Dollars set forth herein for such Canadian Obligations, the Canadian Borrowers shall (x) if no
Event of Default has occurred and is continuing, within two (2) Business Days of notice to PCM from the Agent, or (y) if an Event
of Default has occurred and is continuing, immediately (A) make the necessary payments or repayments to reduce such Canadian Obligations
to an amount necessary to eliminate such excess or (B) maintain or cause to be maintained with the Agent deposits as continuing
collateral security for the Obligations of Canadian Borrowers in an amount equal to or greater than the amount of such excess,
such deposits to be maintained in such form and upon such terms as are acceptable to the Agent. Without in any way limiting the
foregoing provisions, the Agent shall at any time and from time to time, in the sole discretion of the Agent, make the necessary
exchange rate calculations to determine whether any such excess exists on such date and advise the Borrowers if such excess exists.


 


SECTION
3. INTEREST AND FEES.


 


3.1Interest.


 


(a)U.S.
Borrowers shall pay to Agent, for the benefit of U.S. Lenders, interest on the outstanding principal amount of the non-contingent
Obligations (other than Canadian Obligations), and Canadian Borrowers shall pay to Agent, for the benefit of Canadian Lenders,
interest on the outstanding principal amount of the non-contingent Canadian Obligations, in each case, at a per annum rate equal
to the Interest Rate plus the Applicable Margin. Subject to Section 3.6, all U.S. Revolving Loans shall be deemed Eurodollar
Rate Loans. Subject to Section 3.1(b), all Canadian Revolving Loans shall be Canadian Base Rate Loans.


 


(b)CDOR
Rate Option.


 


(i)Interest
and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Canadian Base Rate with respect
to Canadian Revolving Loans, Canadian Borrowers shall have the option, subject to Section 3.1(b)(ii) below (the


 




    	 	41	 



     

    

 


“CDOR
Rate Option”) to have interest on all or a portion of the Canadian Revolving Loans be charged (whether at the time when
made (unless otherwise provided herein), upon conversion from a Canadian Base Rate Loan to a CDOR Rate Loan, or upon continuation
of a CDOR Rate Loan as a CDOR Rate Loan) at a rate of interest based upon the CDOR Rate. Interest on CDOR Rate Loans shall be
payable on the earliest of (A) the last day of the Interest Period applicable thereto; provided, that, subject to the following
clauses (B) and (C), in the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month
intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (B) the date
on which all or any portion of the Canadian Obligations are accelerated pursuant to the terms hereof, or (C) the date on which
this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless the Canadian
Borrowers properly have exercised the CDOR Rate Option with respect thereto, the interest rate applicable to such CDOR Rate Loan
automatically shall convert to the rate of interest then applicable to Canadian Base Rate Loans of the same type hereunder.


 


(ii)CDOR
Rate Election.


 


(A)Canadian
Borrowers may, at any time and from time to time, so long as Canadian Borrowers have not received a notice from Agent (which notice
Agent may elect to give or not give in its discretion unless Agent is directed to give such notice by the Required Lenders, in
which case, it shall give the notice to Canadian Borrowers), after the occurrence and during the continuance of an Event of Default,
to terminate the right of Canadian Borrowers to exercise the CDOR Rate Option during the continuance of such Event of Default,
elect to exercise the CDOR Rate Option by notifying Agent prior to 11:00 a.m. Eastern (Toronto) time at least 2 Business Days
prior to the commencement of the proposed Interest Period (the “CDOR Rate Deadline”). Notice of Canadian Borrowers’
election of the CDOR Rate Option by such Borrowers for a permitted portion of the Canadian Revolving Loans and an Interest Period
pursuant to this Section shall be made by delivery to Agent of a CDOR Rate Notice received by Agent before the CDOR Rate Deadline,
or by telephonic notice received by Agent before the CDOR Rate Deadline (to be confirmed by delivery to Agent of a CDOR Rate Notice
received by Agent prior to 5:00 p.m. Eastern (Toronto) time on the same day). Promptly upon its receipt of each such CDOR Rate
Notice, Agent shall provide a copy thereof to each of the affected Canadian Lenders.


 


(B)Each
CDOR Rate Notice shall be irrevocable and binding on Canadian Borrowers. In connection with each CDOR Rate Loan, Canadian Borrowers
shall indemnify, defend, and hold Agent and the applicable Canadian Lenders harmless against any loss, cost, or expense actually
incurred by Agent or any Lender as a result of (A) the payment of any principal of any such CDOR Rate Loan other than on the last
day of an Interest Period applicable thereto (including as a result of: (x) an Event of Default, or (y) a Lender being required
to assign its Loans or assign or terminate its Commitments under the terms hereunder), (B) the conversion of such CDOR Rate Loan
other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay
any CDOR Rate Loan on the date specified in any CDOR Rate Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding
Losses”). A certificate of Agent or a Canadian Lender delivered to Canadian Borrowers setting forth in reasonable detail
any amount or amounts that Agent or such Canadian Lender is entitled to receive pursuant to this Section 3.1(b) shall be
conclusive absent


 




    	 	42	 



     

    

 


manifest
error. Borrowers shall pay such amount to Agent or the Canadian Lender, as applicable, within 30 days of the date of its receipt
of such certificate. If a payment of a CDOR Rate Loan on a day other than the last day of the applicable Interest Period would
result in a Funding Loss, Agent may, in its sole discretion at the request of the Canadian Borrowers, hold the amount of such
payment as cash collateral in support of the Canadian Obligations until the last day of such Interest Period and apply such amounts
to the payment of the applicable CDOR Rate Loan on such last day, it being agreed that Agent has no obligation to so defer the
application of payments to any CDOR Rate Loan and that, in the event that Agent does not defer such application, Borrowers shall
be obligated to pay any resulting Funding Losses.


 


(C)Unless
Agent, in its sole discretion, agrees otherwise, Canadian Borrowers shall have not more than 8 CDOR Rate Loans in effect at any
given time. Canadian Borrowers may only exercise the CDOR Rate Option for proposed CDOR Rate Loans of at least C$500,000 and in
increments of C$500,000.


 


(iii)Conversion.
Canadian Borrowers may convert CDOR Rate Loans to Canadian Base Rate Loans at any time; provided, that in the event that
CDOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including
as a result of any prepayment through the required application by Agent of any payments or proceeds of Collateral in accordance
with the terms hereof or for any other reason, including early termination of the term of this Agreement or acceleration of all
or any portion of the Obligations pursuant to the terms hereof, each Canadian Borrower shall indemnify, defend, and hold Agent
and the Canadian Lenders and their Participants harmless against any and all Funding Losses in accordance with Section 3.1(b)(ii).


 


(iv)Special
Provisions Applicable to CDOR Rate. The applicable CDOR Rate may be adjusted by Agent with respect to any Canadian Lender
on a prospective basis to take into account any additional or increased costs to such Canadian Lender of maintaining or obtaining
any bankers’ acceptances, Canadian Dollar deposits or increased costs, in each case, due to changes in applicable law occurring
subsequent to the commencement of the then applicable Interest Period, including any of the changes described in Section 3.6 (including
any changes in tax laws (except in respect of Indemnified Taxes or Excluded Taxes)) and changes in the reserve requirements imposed
by any Governmental Authority, which additional or increased costs would increase the cost of funding or maintaining loans bearing
interest at the CDOR Rate. In any such event, the affected Canadian Lender shall give Canadian Borrowers and Agent notice of such
a determination and adjustment and Agent promptly shall transmit the notice to each other Canadian Lender and, upon its receipt
of the notice from the affected Canadian Lender, Canadian Borrowers (1) may, by notice to such affected Canadian Lender require
such Canadian Lender to furnish to Canadian Borrowers a statement setting forth in reasonable detail the basis for adjusting such
CDOR Rate and the method for determining the amount of such adjustment (which statement of calculations shall be deemed to be
correct absent manifest error), and (2) may repay the CDOR Rate Loans of all Canadian Lenders in full (but not in part) (together
with any amounts due under Section 3.1(b)(ii)).


 


(v)No
Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Canadian
Lender, nor any of their


 




    	 	43	 



     

    

 


Participants,
is required actually to acquire bankers’ acceptances to fund or otherwise match fund any Obligation as to which interest
accrues at the applicable CDOR Rate.


 


(c)Intentionally
Omitted.


 


(d)Intentionally
Omitted.


 


(e)Notwithstanding
the foregoing, Borrowers shall pay to Agent, for the benefit of Lenders, interest, at Agent’s option, with notice to Borrowers,
at a rate two (2.0%) percent per annum greater than the applicable rate(s) chargeable above on the non-contingent Obligations
for the period from and after the date of termination or non-renewal hereof, or the date of the occurrence of an Event of Default,
and for so long as such Event of Default is continuing as determined by Agent and until such time as Agent has received full and
final payment of all such Obligations (notwithstanding entry of any judgment against Borrowers). All interest accruing hereunder
on and after the occurrence of any of the events referred to in this Section 3.1(e) shall be payable on demand.


 


(f)Except
to the extent provided to the contrary in Section 3.1(b) above, interest shall be payable by Borrowers to Agent, for the benefit
of Lenders, monthly in arrears not later than the first day of each calendar month. Interest shall be calculated on the basis
of a three hundred sixty (360) day year and actual days elapsed.


 


(g)For
the purposes of the Interest Act (Canada), the yearly rate of interest to which any rate calculated on the basis of a period of
time different from the actual number of days in the year (360 days, for example) is equivalent is the stated rate multiplied
by the actual number of days in the year (365 or 366, as applicable) and divided by the number of days in the shorter period (360
days, in the example). The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle
of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.


 


3.2Fee
Letter. U.S. Borrowers shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Fee
Letter, the fees set forth in the Fee Letter.


 


3.3Closing
Fees.


 


(a)U.S.
Borrowers shall pay to Agent, for the benefit of City National Bank on account of the addition of its Commitments on the date
hereof, Fifty Thousand Dollars ($50,000), which fee shall be fully earned as of and payable on the date hereof.


 


(b)U.S.
Borrowers shall pay to Agent, for the benefit of the U.S. Lenders in accordance with their Pro Rata Shares (calculated under clause
(a) of the definition of Pro Rata Share), an amendment fee in an amount equal to Sixty-Eight Thousand Seven Hundred Fifty Dollars
($68,750), which fee shall be fully earned as of and payable on the date hereof.


 


3.4Unused
Line Fee. U.S. Borrowers shall pay to Agent, for the benefit of U.S. Lenders in accordance with their Pro Rata Shares (calculated
under clause (a) of the definition of Pro Rata Share), monthly, an unused line fee equal to one-quarter of one percent (0.25%)
per annum calculated upon the amount, if any, by which the Maximum Credit then in effect, exceeds


 




    	 	44	 



     

    

 


the
average daily principal balance of the outstanding Loans and Letter of Credit Accommodations during the immediately preceding
month while this Agreement is in effect and for so long thereafter as any of the Obligations are outstanding, which fee shall
be payable on the first day of each month in arrears.


 


3.5Compensation
Adjustment.


 


(a)If
after the date of this Agreement the introduction of, or any change in, any law or any rule, regulation, policy, guideline or
directive of a Governmental Authority having general application to financial institutions of the same type as Agent or any Lender
or any Participant, or any interpretation thereof, or compliance by Agent or any Lender or any Participant therewith (provided
that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection therewith or in 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, Canada 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):


 


(i)subjects
Agent or any Lender to any tax, duty, charge or withholding on or from payments due from Borrowers (except in respect of Indemnified
Taxes or Excluded Taxes), or changes the basis of taxation of payments, in either case in respect of amounts due it hereunder,
or


 


(ii)imposes
or increases or deems applicable any reserve requirement or other reserve, assessment, insurance charge, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by Agent or any Lender or any Participant,
or


 


(iii)imposes
any other condition the result of which is to increase the cost to Agent or any Lender or any Participant of making, funding or
maintaining the Loans or Letter of Credit Accommodations or reduces any amount receivable by Agent or any Lender or any Participant
in connection with the Loans or Letter of Credit Accommodations, or requires Agent or any Lender or any Participant to make payment
calculated by references to the amount of loans held or interest received by it, by an amount deemed material by Agent or any
Lender or any Participant, or


 


(iv)imposes
or increases any capital or liquidity requirement or affects the amount of capital required or expected to be maintained (taking
into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital
adequacy and liquidity) by Agent or any Lender or any Participant or any corporation controlling Agent or any Lender or any Participant,
and Agent or any Lender or any Participant determines that such imposition or increase in capital requirements or increase in
the amount of capital expected to be maintained is based upon the existence of this Agreement or the Loans or Letter of Credit
Accommodations hereunder, all of which may be determined by Agent’s reasonable


 




    	 	45	 



     

    

 


allocation
of the aggregate of its impositions or increases in capital required or expected to be maintained,


 


and
the result of any of the foregoing is to increase the cost to Agent or any Lender or any Participant of making, renewing or maintaining
the Loans or Letter of Credit Accommodations, or to reduce the rate of return to Agent or any Lender or any Participant on the
Loans or Letter of Credit Accommodations, then upon 10 days’ prior written notice by Agent, Borrowers shall pay to Agent,
for the benefit of Lenders, and continue to make periodic payments to Agent, for the benefit of Lenders, such additional amounts
as may be necessary to compensate any Lender or any Participant for any such additional cost incurred or reduced rate of return
realized.


 


(b)A
certificate of Agent or any Lender claiming entitlement to compensation as set forth above will be conclusive in the absence of
manifest error. Such certificate will set forth the nature of the occurrence giving rise to such compensation, the additional
amount or amounts to be paid and the compensation and the method by which such amounts were determined. In determining any additional
amounts due from Borrowers under this Section 3.5, Agent and each Lender shall act reasonably and in good faith and will, to the
extent that the increased costs, reductions, or amounts received or receivable relate to Agent or such Lender’s or a Participant’s
loans or commitments generally and are not specifically attributable to the Loans and commitments hereunder, use averaging and
attribution methods which are reasonable and equitable and which cover all such loans and commitments by Agent or such Lender
or such Participant, as the case may be, whether or not the loan documentation for such other loans and commitments permits Agent
or such Lender or such Participant to receive compensation costs of the type described in this Section 3.5.


 


3.6Changes
in Laws and Increased Costs of Loans. (a) In the event that (i) any change in market conditions or any law, regulation, treaty,
or directive, or any change therein or in the interpretation or application thereof make it unlawful or impractical for Agent
or any U.S. Lender to fund or maintain extensions of credit with interest based upon the Eurodollar Rate or to continue such funding
or maintaining, or to determine or charge interest rates based upon the Eurodollar Rate, (ii) Agent or any U.S. Lender determines
that by reasons affecting the London Interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining
the Eurodollar Rate, or (iii) Agent or any U.S. Lender determines that the interest rate based on the Eurodollar Rate will not
adequately and fairly reflect the cost to Agent or such U.S. Lender of maintaining or funding Loans at the interest rate based
upon the Eurodollar Rate, the applicable U.S. Lender shall give notice of such changed circumstances to Agent and Agent shall
give notice of such changed circumstances to the U.S. Borrowers and (A) interest on the principal amount of such extensions of
credit thereafter shall accrue interest at a rate equal to the Prime Rate plus the Applicable Margin, and (B) the U.S. Borrowers
shall not be entitled to elect the Eurodollar Rate until Agent and the U.S. Lenders determine that it would no longer be unlawful
or impractical to do so or that such increased costs would no longer be applicable.


 


(b)
In the event that (i) any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in
the interpretation or application thereof make it unlawful or impractical for Agent or any Canadian Lender to fund or maintain
extensions of credit with interest based upon the CDOR Rate or to continue such funding or maintaining, or to determine or charge
interest rates based upon the CDOR Rate, (ii) Agent or any Canadian Lender


 




    	 	46	 



     

    

 


determines
that by reasons affecting the bankers’ acceptance market, adequate and reasonable means do not exist for ascertaining the
CDOR Rate, or (iii) Agent or any Canadian Lender determines that the interest rate based on the CDOR Rate will not adequately
and fairly reflect the cost to Agent or such Canadian Lender of maintaining or funding Loans at the interest rate based upon the
CDOR Rate, the applicable Canadian Lender shall give notice of such changed circumstances to Agent and Agent shall give notice
of such changed circumstances to the Canadian Borrowers and (A) in the case of any CDOR Rate Loans of such Canadian Lender that
are outstanding, the date specified in such Canadian Lender’s notice shall be deemed to be the last day of the Interest
Period of such CDOR Rate Loans, and interest on the principal amount of such extensions of credit thereafter shall accrue interest
at a rate equal to the Canadian Base Rate plus the Applicable Margin, and (B) the Canadian Borrowers shall not be entitled to
elect the CDOR Rate until Agent and the Canadian Lenders determine that it would no longer be unlawful or impractical to do so
or that such increased costs would no longer be applicable.


 


3.7Mitigation
Obligations; Replacement of Lenders. If any Lender requests compensation under Section 3.1(b)(iv) or Section 3.5 (any such
Lender, an “Affected Lender”), then such Affected Lender shall use reasonable efforts to promptly designate
a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches,
if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable
pursuant to Section 3.1(b)(iv) or Section 3.5 and (ii) in the reasonable judgment of such Affected Lender, such designation or
assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous
to it. The Borrowers agree to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection
with any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not so designate a different
one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrowers’ obligation
to pay any future amounts to such Affected Lender pursuant to Section 3.1(b)(iv) or Section 3.5, as applicable, then the Borrowers
(without prejudice to any amounts then due to such Affected Lender under Section 3.1(b)(iv) or Section 3.5) may, unless prior
to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section
3.1(b)(iv) or Section 3.5, seek a substitute Lender reasonably acceptable to Agent to purchase the Obligations owed to such Affected
Lender and such Affected Lender’s U.S. Commitment and such Affected Lender’s or its Affiliate’s Canadian Commitment
hereunder (a “Replacement Lender”), and if such Replacement Lender agrees to such purchase, such Affected Lender
shall assign to the Replacement Lender its Obligations and U.S. Commitment and/or its or its Affiliates Canadian Commitment, pursuant
to an Assignment and Acceptance, and upon such purchase by the Replacement Lender, such Replacement Lender shall be deemed to
be a “Lender” for purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for
purposes of this Agreement.


 


3.8Anti-Corruption
Laws and Sanctions. The Borrowers have implemented and maintain in effect policies and procedures designed to ensure compliance
by the Borrowers, their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions, and the Borrowers, their respective Subsidiaries and their respective officers and employees and
to the knowledge of the Borrowers their respective directors and agents, are in compliance with Anti-Corruption Laws and applicable
Sanctions in all material respects. None of (a) any Borrower, any Subsidiary or, to the knowledge of such


 




    	 	47	 



     

    

 


Borrower
or such Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of any Borrower, any agent
of the Borrower 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 Loan or Letter of Credit Accommodation, use of proceeds or other transaction contemplated by
this Agreement will violate any Anti-Corruption Law or applicable Sanctions.


 


SECTION
4. CONDITIONS PRECEDENT.


 


4.1Conditions
Precedent to Agreement. Each of the following is a condition precedent, except as may be waived in accordance with Section
11.3, to the effectiveness of this Agreement and to this Agreement amending and restating the Original Loan Agreement in its entirety:


 


(a)all
requisite corporate or company action and proceedings in connection with this Agreement and the other Financing Agreements shall
be satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents, including,
without limitation, records of requisite corporate or company action and proceedings which Agent may have requested in its Permitted
Discretion in connection therewith, such documents where requested by Agent in its Permitted Discretion or its counsel to be certified
by appropriate corporate or company officers or Governmental Authorities;


 


(b)no
material adverse change shall have occurred in the assets, business or prospects of Borrowers since the date of Agent’s
latest field examination and no change or event shall have occurred which would impair the ability of any Borrower or any Obligor
to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Agent to enforce
the Obligations or realize upon the Collateral;


 


(c)Agent
shall have received an Information Certificate duly executed and delivered by each Borrower;


 


(d)with
respect to the Canadian Borrowers and Canadian Obligors, Agent shall have received, in form and substance reasonably satisfactory
to Agent, and reviewed to its reasonable satisfaction, UCC, PPSA, Bank Act, tax lien, litigation, bankruptcy and intellectual
property searches from all offices that Agent deems appropriate in its sole discretion;


 


(e)Agent
shall have received, in form and substance satisfactory to Agent, opinion letters of counsel to Borrowers and Obligors with respect
to the Financing Agreements, registration and such other matters as Agent may reasonably request;


 


(f)Agent
shall have received the Fee Letter duly executed and delivered by U.S. Borrowers;


 


(g)Agent
shall have received the Canadian Security Documents;


 


(h)Agent
shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 9.5 of the
Agreement, the form and substance of which shall be satisfactory to Agent;


 




    	 	48	 



     

    

 


(i)Agent
shall have completed its business, legal, and collateral due diligence with respect to the Canadian Borrowers, including a review
of their respective material agreements, in each case, the results of which shall be satisfactory to Agent; and


 


(j)all
other documents and legal matters (including estoppel certificates, discharges and subordination agreements) in connection with
the transactions contemplated by this Agreement shall have been delivered, executed or recorded and shall be in form and substance
reasonably satisfactory to Agent.


 


4.2Conditions
Precedent to All Loans and Letter of Credit Accommodations. Each of the following is an additional condition precedent (except
as may be waived in accordance with Section 11.3) to Lenders (or Agent on behalf of Lenders) making Loans and/or providing Letter
of Credit Accommodations to any Borrowers, including the initial Loans and Letter of Credit Accommodations and any future Loans
and Letter of Credit Accommodations:


 


(a)all
representations and warranties contained herein and in the other Financing Agreements shall be true and correct in all material
respects with the same effect as though such representations and warranties had been made on and as of the date of the making
of each such Loan or providing each such Letter of Credit Accommodation and after giving effect thereto, except to the extent
related to an earlier date, in which case such representations and warranties shall speak only of such earlier date; and


 


(b)no
Event of Default and no event or condition which, with notice or passage of time or both, would constitute an Event of Default,
shall exist or have occurred and be continuing on and as of the date of the making of such Loan or providing such Letter of Credit
Accommodation and after giving effect thereto.


 


SECTION
5. GRANT OF SECURITY INTEREST.


 


To
secure payment and performance of all Obligations, each U.S. Borrower hereby grants to Agent, for itself and the ratable benefit
of Secured Parties, a continuing security interest in, a lien upon, and a right of set off against, and hereby assigns to Agent,
for itself and the ratable benefit of Secured Parties, as security, and, to secure payment and performance of all Canadian Obligations,
each Canadian Borrower hereby grants to Agent, for itself and the ratable benefit of Secured Parties, a continuing security interest
in, a lien upon, and a right of set off against, and hereby assigns to Agent, for itself and the ratable benefit of Secured Parties
with respect to the Canadian Obligations, as security, all personal property and interests in property of such Borrower, whether
now owned or hereafter acquired or existing, and wherever located (collectively, the “Collateral”), including,
without limitation, the following:


 


5.1all
Accounts and other indebtedness owed to such Borrower;


 


5.2all
present and future contract rights, general intangibles (including, but not limited to, tax and duty refunds, registered and unregistered
patents, trademarks, service marks, copyrights, trade names, applications for the foregoing, trade secrets, goodwill, processes,
drawings, blueprints, customer lists, mailing lists, licenses, whether as licensor or licensee, choses in action and other claims
and existing and future leasehold interests in equipment, real


 




    	 	49	 



     

    

 


estate
and fixtures), chattel paper, documents, instruments, securities, investment property, letters of credit, proceeds of letters
of credit, bankers’ acceptances and guaranties;


 


5.3all
present and future monies, securities, securities entitlements, credit balances, deposits, deposit accounts and other property
of such Borrower now or hereafter held or received by or in transit to Agent, any Lender or any of their respective affiliates
or at any other depository or other institution from or for the account of such Borrower, whether for safekeeping, pledge, custody,
transmission, collection or otherwise, and all present and future liens, security interests, rights, remedies, title and interest
in, to and in respect of Accounts and other Collateral, including, without limitation, (a) rights and remedies under or relating
to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (b) rights
of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured
party, (c) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing,
Accounts or other Collateral, including, without limitation, returned, repossessed and reclaimed goods, and (d) deposits by and
property of account debtors or other persons securing the obligations of account debtors;


 


5.4all
Inventory;


 


5.5all
Equipment;


 


5.6all
Records;


 


5.7the
Real Estate and the Adjacent Real Estate; and


 


5.8all
products and proceeds of the foregoing, in any form, including, without limitation, insurance proceeds and any claims against
third parties for loss or damage to or destruction of any or all of the foregoing.


 


Notwithstanding
anything to the contrary in this Section 5 or in the other Financing Agreements, the Collateral of the U.S. Borrowers which secures
the U.S. Obligations shall not include in excess of 65% of the voting stock of any Foreign Subsidiary of the U.S. Borrowers.


 


SECTION
6. COLLECTION AND ADMINISTRATION.


 


6.1Borrowers’
Loan Account. Agent shall maintain (a) one or more loan account(s) on its books in which shall be recorded (i) all U.S. Revolving
Loans, all U.S. Letter of Credit Accommodations and all other U.S. Obligations and the Collateral of U.S. Borrowers, (ii) all
payments made by or on behalf of U.S. Borrowers and (iii) all other appropriate debits and credits as provided in this Agreement,
including, without limitation, fees, charges, costs, expenses and interest with respect to the U.S. Obligations, and (b) one or
more loan account(s) on its books in which shall be recorded (i) all Canadian Revolving Loans, all Canadian Letter of Credit Accommodations
and all other Canadian Obligations and the Collateral of Canadian Borrowers, (ii) all payments made by or on behalf of Canadian
Borrowers and (iii) all other appropriate debits and credits as provided in this Agreement, including, without limitation, fees,
charges, costs, expenses and interest with respect to the Canadian Obligations. All entries in the


 




    	 	50	 



     

    

 


loan
accounts shall be made in accordance with Agent’s customary practices as in effect from time to time.


 


6.2Statements.
Agent shall render (a) to U.S. Borrowers each month a statement setting forth the balance in the U.S. Borrowers’ loan account(s)
maintained by Agent for U.S. Borrowers pursuant to the provisions of this Agreement, including principal, interest, fees, costs
and expenses, and (b) to Canadian Borrowers each month a statement setting forth the balance in the Canadian Borrowers’
loan account(s) maintained by Agent for Canadian Borrowers pursuant to the provisions of this Agreement, including principal,
interest, fees, costs and expenses. Each such statement shall be subject to subsequent adjustment by Agent but shall, absent manifest
errors or omissions, be considered correct and deemed accepted by Borrowers and conclusively binding upon Borrowers as an account
stated except to the extent that Agent receives a written notice from Borrowers of any specific exceptions of Borrowers thereto
within sixty (60) days after the date such statement has been mailed by Agent. Until such time as Agent shall have rendered to
Borrowers a written statement as provided above, the balance in Borrowers’ loan account(s) shall be presumptive evidence
of the amounts due and owing to Agent and Lenders by Borrowers.


 


6.3Collection
of Accounts.


 


(a)Borrowers
shall establish and maintain, at their expense, deposit account arrangements and merchant payment arrangements with the banks
set forth in the Information Certificates and after prior written notice to Agent, such other banks as Borrowers may hereafter
select as are acceptable to Agent. The banks set forth in the Information Certificates constitute all of the banks with whom any
Borrower has deposit account arrangements and merchant payment arrangements as of the date hereof.


 


(i)Borrowers
shall deposit all proceeds from sales of Inventory in every form (including, without limitation, cash, checks, credit card sales
drafts, credit card sales of charge slip or receipts and other forms of daily receipts) and all other proceeds of Collateral that
are received at Borrowers’ retail store location(s), on each Business Day into the deposit accounts of Borrowers used solely
for such purpose as set forth in the Information Certificates. Borrowers shall irrevocably authorize and direct in writing, in
form and substance satisfactory to Agent, each of the banks into which proceeds from sales of Inventory and any and all other
proceeds of Collateral are at any time deposited as provided above to send by wire transfer on a daily basis all funds deposited
in such account, and shall irrevocably authorize and direct in writing their account debtors, Credit Card Issuers and Credit Card/Check
Processors to directly remit payments on their Accounts, Credit Card Receivables and all other payments constituting proceeds
of Inventory to the Blocked Accounts described in Section 6.3(a)(ii) below. Notwithstanding the foregoing, so long as no Event
of Default has occurred and is continuing, those of such banks used by Borrowers’ retail store locations shall remit the
foregoing proceeds received by them to the Blocked Accounts on a weekly basis, instead of a daily basis, provided, that, the aggregate
sum of such proceeds held by those banks shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Such authorizations
and directions shall not be rescinded, revoked or modified without the prior written consent of Agent.


 




    	 	51	 



     

    

 


(ii)U.S.
Borrowers shall establish and maintain, at their expense a blocked account or lockboxes and related blocked accounts (in either
case, each a “U.S. Blocked Account” and collectively the “U.S. Blocked Accounts”), as Agent
may specify, with such bank or banks as are acceptable to Agent into which U.S. Borrowers shall promptly deposit and direct their
account debtors to directly remit all payments on their Accounts and all payments constituting proceeds of their Inventory or
other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Canadian Borrowers
shall establish and maintain, at their expense a blocked account or lockboxes and related blocked accounts (in either case, each
a “Canadian Blocked Account” and collectively the “Canadian Blocked Accounts” and together
with the U.S. Blocked Accounts, each a “Blocked Account” and collectively, the “Blocked Accounts”),
as Agent may specify, with such bank or banks as are acceptable to Agent into which Canadian Borrowers shall promptly deposit
and direct their account debtors to directly remit all payments on their Accounts and all payments constituting proceeds of their
Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Each
bank at which a Blocked Account is established shall enter into an agreement, in form and substance satisfactory to Agent, providing
(unless otherwise agreed to by Agent) that all items received or deposited in such Blocked Account are the Collateral of Agent
and the applicable Lenders, that the depository bank has no lien upon, or right to setoff against (or has waived all such rights,
except in respect to customary fees and chargebacks), the Blocked Accounts, the items received for deposit therein, or the funds
from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds,
on a daily basis, all funds received or deposited into such Blocked Account to such bank account of Agent as Agent may from time
to time designate for such purpose with respect to the U.S. Borrowers (the “U.S. Payment Account”), or with
respect to the Canadian Borrowers (the “Canadian Payment Account”, and together with the U.S. Payment Account,
each a “Payment Account”). All such amounts that are deposited into a Payment Account shall be applied
by the Agent in accordance with Section 6.4. U.S. Borrowers agree that all amounts deposited in the U.S. Blocked Accounts or other
funds received and collected by Agent or any Lender, whether as proceeds of their Inventory, the collection of their Accounts
or other Collateral or otherwise shall be the Collateral of Agent and Lenders. Canadian Borrowers agree that all amounts deposited
in the Canadian Blocked Accounts or other funds received and collected by Agent or any Canadian Lender, whether as proceeds of
their Inventory, the collection of their Accounts or other Collateral or otherwise shall be the Collateral of Agent and Canadian
Lenders.


 


(b)For
purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final
collection) to the applicable Obligations one-half of one (1/2) Business Day following the date of receipt of immediately available
funds by Agent in the applicable Payment Account (such that Borrowers will pay a charge equal to one-half (1/2) of the additional
interest that would have accrued on the sum of such payments or other funds if the sum was applied to the Obligations one (1)
Business Day after receipt of immediately available funds by Lenders in the applicable Payment Account). For purposes of calculating
the amount of the Loans available to Borrowers such payments will be applied (conditional upon final collection) to the applicable
Obligations on the Business Day of receipt by Agent in the applicable Payment Account, if such payments are received within sufficient
time (in accordance with Agent’s usual and customary practices as in effect from time to time) to credit the applicable
Borrowers’ loan account on such day, and if not, then on the next


 




    	 	52	 



     

    

 


Business
Day. In the event that at any time or from time to time there are no Loans outstanding, Lenders shall be entitled to an administrative
charge in an amount equivalent to the interest Lenders would have received on account of the above one-half of one (1/2) Business
Day clearance had there been Loans outstanding.


 


(c)Borrowers
and all of their affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Agent and
Lenders, receive, as the property of Agent and Lenders, any monies, cash, checks, notes, drafts or any other payment relating
to and/or proceeds of Accounts or from sales of Inventory or other Collateral which come into their possession or under their
control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Canadian Blocked Accounts
in the case of the Canadian Borrowers, and the U.S. Blocked Accounts in the case of the U.S. Borrowers, or remit the same or cause
the same to be remitted, in kind, to Agent. In no event shall any such monies, checks, notes, drafts or other payments be commingled
with any Borrower’s own funds. Borrowers agree to reimburse Agent and the Lenders on demand for any amounts owed or paid
to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from
the Blocked Accounts arising out of Agent’s or any Lender’s payments to or indemnification of such bank or person,
unless such payment or indemnification obligation of Agent or Lender was a result of Agent’s or such Lender’s gross
negligence or willful misconduct. The obligation of Borrowers to reimburse Agent and Lenders for such amounts pursuant to this
Section 6.3 shall survive the termination or non-renewal of this Agreement.


 


6.4Payments.
All U.S. Obligations shall be payable to the U.S. Payment Account as provided in Section 6.3 of this Agreement or such other place
as Agent may designate from time to time, and all Canadian Obligations shall be payable to the Canadian Payment Account as provided
in Section 6.3 of this Agreement or such other place as Agent may designate from time to time.


 


(a)Subject
to the other terms and conditions contained herein, Agent shall apply payments received or collected from any Borrower or for
the account of any Borrower (including the monetary proceeds of collections or of realization upon any Collateral) as follows:
first, to pay any fees, indemnities or expense reimbursements then due to Agent and Lenders from any Borrower; second,
to pay interest due in respect of any Loans (and including any Special Agent Advances) or Letter of Credit Accommodations; third,
to pay or prepay principal in respect of Special Agent Advances; fourth, to pay principal due in respect of the Loans,
on a pro rata basis; fifth, at any time an Event of Default exists or has occurred and is continuing, to provide cash collateral
for any Letter of Credit Accommodations; sixth, ratably, up to the amount of the most recently established Availability
Reserve established pursuant to clause (iv) of the definition of “Canadian Availability Reserve” or “U.S. Availability
Reserve”, as applicable (and not exceeding the amounts agreed with respect thereto pursuant to the applicable Bank Product
Provider Letter Agreement), to pay or prepay any Obligations arising under or pursuant to any Bank Products based upon amounts
then certified by the applicable Bank Product Provider to Agent (in form and substance satisfactory to Agent) to be due and payable
to such Bank Product Providers on account of Bank Products; seventh, to pay or prepay any other Obligations whether or
not then due, in such order and manner as Agent determines and at any time an Event of Default exists or has occurred and is continuing,
to provide cash collateral for any contingent Obligations (but not including for this purpose any Obligations arising under or
pursuant to any


 




    	 	53	 



     

    

 


Bank
Products); and eighth, to pay or prepay any Obligations arising under or pursuant to any Bank Products and at any time
an Event of Default exists or has occurred and is continuing, to provide cash collateral for any contingent Obligations arising
under or pursuant to any Bank Products (based upon amounts then certified by the applicable Bank Product Provider to Agent (in
form and substance satisfactory to Agent)); provided, that, so long as no Event of Default has occurred and is continuing,
proceeds generated in the ordinary course of Borrowers’ business on Accounts or Inventory will not be applied to any principal
amount not yet due and payable on contingent Obligations.


 


(b)Notwithstanding
the foregoing, (i) any such payment from or for the account of the U.S. Borrowers or application of proceeds from Collateral of
the U.S. Borrowers (which at the time of remittance to the Agent are either identified as such by the U.S. Borrowers or known
as such by Agent) shall be applied first, to the Obligations (other than the Canadian Obligations), and second, to the Canadian
Obligations, and (ii) any such payment from or on the account of the Canadian Borrowers or application of proceeds from Collateral
of the Canadian Borrowers (which at the time of remittance to the Agent are either identified as such by the Canadian Borrowers
or known as such by Agent) shall be applied solely to the Canadian Obligations, in each case of clauses (i) and (ii), in the order
of priority otherwise set forth in clause (a) of this Section 6.4.


 


(c)At
Agent’s option, all principal, interest, fees, costs, expenses and other charges provided for in this Agreement or the other
Financing Agreements may be charged directly to the loan account(s) of U.S. Borrowers, with respect to the U.S. Obligations, and
Canadian Borrowers, with respect to the Canadian Obligations. Borrowers shall make all payments to Agents and the Lenders on the
Obligations without setoff, counterclaim, or other defense. If after receipt of any payment of, or proceeds of Collateral applied
to the payment of, any of the Obligations, Agent or any Lender is required to surrender or return such payment or proceeds to
any Person for any reason, then the Obligations intended to be satisfied by such payment or proceeds shall be reinstated and continue
and this Agreement shall continue in full force and effect as if such payment or proceeds had not been received by such Person.
Borrowers shall be liable to pay to Agent and Lenders, and do hereby indemnify and hold Agent and each Lender harmless for the
amount of any payments or proceeds surrendered or returned. This Section 6.4 shall remain effective notwithstanding any contrary
action which may be taken by Agent or any Lender in reliance upon such payment or proceeds. This Section 6.4 shall survive the
payment of the Obligations and the termination or non-renewal of this Agreement.


 


(d)The
U.S. Revolving Loans and other U.S. Obligations (unless such other U.S. Obligations expressly provide otherwise) shall be made
and repaid in Dollars. The Canadian Revolving Loans and other Canadian Obligations (unless such other Canadian Obligations expressly
provide otherwise) shall be made and repaid in Canadian Dollars.


 


6.5Taxes.


 


(a)Payments.
All payments made by Borrowers under this Agreement or any other Financing Agreements will be made free and clear of, and without
deduction or withholding for, any present or future Taxes, except as required by applicable law. In the event any deduction or
withholding of Indemnified Taxes is required, Borrowers shall comply with the


 




    	 	54	 



     

    

 


next
sentence of this Section 6.5(a). If any Indemnified Taxes are so levied or imposed, Borrowers agree to pay the full amount of
such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement,
any note, or Financing Agreement, including any amount paid pursuant to this Section 6.5(a) after withholding or deduction for
or on account of any Indemnified Taxes, will not be less than the amount provided for herein. Borrowers will furnish to Agent
as promptly as possible after the date the payment of any Indemnified Tax is due pursuant to applicable law, certified copies
of tax receipts evidencing such payment by Borrowers. Borrowers agree to pay any present or future stamp, value added or documentary
taxes or any other excise or property taxes, charges, or similar levies that arise from any payment made hereunder or from the
execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Financing
Agreement.


 


(b)Exemptions.
(i) If a Lender or any transferee or assignee of such Lender, including any Participant, (any such transferee or assignee being
referred to as a “Transferee”) that is not a U.S. Person (a “Non-U.S. Lender”) is entitled
to claim an exemption or reduction from United States withholding tax, such Non-U.S. Lender agrees with and in favor of Agent,
to deliver to Agent one of the following before receiving its first payment under this Agreement:


 


(A)
if such Non-U.S. Lender is entitled to claim an exemption from United States withholding tax pursuant to the portfolio interest
exception, (1) a statement of the Non-U.S. Lender, signed under penalty of perjury, that it is not a (I) a “bank”
as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of any Borrower or any Obligor (within the meaning of
Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to any Borrower or any Obligor within the
meaning of Section 864(d)(4) of the IRC, and (2) a properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E or Form
W-8IMY (with proper attachments);


 


(B)
if such Non-U.S. Lender is entitled to claim an exemption from, or a reduction of, withholding tax under a United States tax
treaty, a properly completed and executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E;


 


(C)
if such Non-U.S. Lender is entitled to claim that interest paid under this Agreement is exempt from United States withholding
tax because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed
copy of IRS Form W-8ECI;


 


(D)
if such Non-U.S. Lender is entitled to claim that interest paid under this Agreement is exempt from United States withholding
tax because such Non-U.S. Lender serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (with proper
attachments);


 


(E)
properly completed and executed copy of any other form or forms, including IRS Form W-9, as may be required under the IRC
or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding
tax; or


 




    	 	55	 



     

    

 





(F)
if a payment made to a Lender under any Financing Agreement would be subject to U.S. federal income 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 IRC, as applicable), such Lender shall deliver to Agent (or, in the case of a Participant,
to the Lender granting the participation only) at the time or times prescribed by law and at such time or times reasonably requested
by Agent (or, in the case of a Participant, the Lender granting the participation) such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by
Agent (or, in the case of a Participant, the Lender granting the participation) as may be necessary for Agent or any Borrower
or Obligor 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
(F), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(ii)
Each Non-U.S. Lender shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered
forms and to promptly notify Agent of any change in circumstances which would modify or render invalid any claimed exemption or
reduction.


 


(iii)
If a Lender or Transferee claims an exemption from withholding tax in a jurisdiction other than the United States, such Lender
or such Transferee agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Transferee, to the Lender) any
such form or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of,
foreign withholding or backup withholding tax before receiving its first payment under this Agreement, but only if such Lender
or such Transferee is legally able to deliver such forms, provided, that nothing in this Section 6.5(b)(iii) shall
require a Lender or Transferee to disclose any information that it deems to be confidential (including without limitation, its
tax returns). Each Lender and each Transferee shall provide new forms (or successor forms) upon the expiration or obsolescence
of any previously delivered forms and to promptly notify Agent (or, in the case of a Transferee, to the Lender) of any change
in circumstances which would modify or render invalid any claimed exemption or reduction.


 


(iv)
If a Lender or Transferee claims exemption from, or reduction of, withholding tax and such Lender or Transferee sells, assigns,
grants a participation in, or otherwise transfers all or part of the obligations of Borrowers to such Lender or Transferee, such
Lender or Transferee agrees to notify the Agent (or, in the case of a sale of a participation interest, to the Lender granting
the participation only) of the percentage amount in which it is no longer the beneficial owner of obligations of Borrowers to
such Lender or Transferee. To the extent of such percentage amount, the Agent will treat such Lender’s or such Transferee’s
documentation provided pursuant to Section 6.5(b)(i) or 6.5(b)(iii) as no longer valid. With respect to such percentage
amount, such Transferee may provide new documentation, pursuant to Section 6.5(b)(i) or 6.5(b)(iii), if applicable.
Borrowers agree that each Transferee shall be entitled to the benefits of this Section 6.5 with respect to its participation
in any portion of the


 




    	 	56	 



     

    


 


commitments
and the obligations so long as such Transferee complies with the obligations set forth in this Section 6.5 with respect
thereto.


 


(c)Reductions.
(i) If a Lender or a Transferee is subject to an applicable withholding tax, Agent (or, in the case of a Transferee, the Lender
granting the participation) may withhold from any payment to such Lender or such Transferee an amount equivalent to the applicable
withholding tax. If the forms or other documentation required by Section 6.5(b)(i) or 6.5(b)(iii) are not delivered to Agent (or,
in the case of a Transferee, to the Lender granting the participation), then Agent (or, in the case of a Transferee, to the Lender
granting the participation) may withhold from any payment to such Lender or such Transferee not providing such forms or other
documentation an amount equivalent to the applicable withholding tax.


 


(ii)
If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the
case of a Transferee, to the Lender granting the participation) did not properly withhold tax from amounts paid to or for the
account of any Lender or any Transferee due to a failure on the part of the Lender or any Transferee (because the appropriate
form was not delivered, was not properly executed, or because such Lender failed to notify Agent (or such Transferee failed to
notify the Lender granting the participation) of a change in circumstances which rendered the exemption from, or reduction of,
withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of
a Transferee, such Transferee shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly
or indirectly, by Agent (or, in the case of a Transferee, to the Lender granting the participation), as tax or otherwise, including
penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of
a Transferee, to the Lender granting the participation only) under this Section 6.5, together with all costs and expenses (including
attorney’s fees and expenses). The obligation of the Lenders and the Transferees under this subsection shall survive the
payment of all obligations and the resignation or replacement of Agent.


 


(d)Refunds.
If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which Borrowers
have paid additional amounts pursuant to this Section 6.5, so long as no Default or Event of Default has occurred and is continuing,
it shall pay over such refund to Borrowers (but only to the extent of payments made, or additional amounts paid, by Borrowers
under this Section 6.5 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent
or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such
a refund); provided, that Borrowers, upon the request of Agent or such Lender, agree to repay the amount paid over to Borrowers
(plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest
or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender
in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in
this Agreement to the contrary, this Section 6.5 shall not be construed to require Agent or any Lender to make available its tax
returns (or any other information which it deems confidential) to Borrowers or any other Person.


 


6.6Authorization
to Make Loans. Agent and each Lender is authorized to make the Loans and provide the Letter of Credit Accommodations based
upon telephonic or other


 






    	 	57	 



     

    

 


instructions received from anyone purporting to be an officer of a U.S. Borrower or a Canadian Borrower,
as applicable, or other authorized person or, at the discretion of Agent or any Lender, if such Loans are necessary to satisfy
any Obligations; provided, that, proceeds of Loans shall be remitted by Agent and the Lenders to accounts designated
by the applicable Borrowers requesting such Loans in writing, which accounts shall be accounts of such Borrowers requesting such
Loans unless otherwise agreed by Agent. All requests for Loans or Letter of Credit Accommodations hereunder shall specify the
date on which the requested advance is to be made or Letter of Credit Accommodations established (which day shall be a Business
Day) and the amount of the requested Loan. Requests received at or before 10:30 a.m. (Los Angeles time) on any Business Day shall
be deemed to have been made as of such Business Day. Requests received on any day that is not a Business Day or received after
10:30 a.m. (Los Angeles time) on any Business Day shall be deemed to have been made as of the opening of business on the immediately
following Business Day. Subject to the terms and conditions of this Agreement, Agent and the applicable Lenders will make the
Loans or commence arranging for the Letter of Credit Accommodations (as requested by the applicable Borrowers) on the Business
Day the request is deemed to have been made or such later Business Day as may be specified by the applicable Borrowers. All Loans
and Letter of Credit Accommodations under this Agreement shall be conclusively presumed to have been made to, and at the request
of and for the benefit of, the applicable Borrowers when deposited to the credit of such Borrowers or otherwise disbursed or established
in accordance with the instructions of such Borrowers or in accordance with the terms and conditions of this Agreement.


 


6.7Use
of Proceeds. Borrowers shall use the proceeds of the Loans and Letter of Credit Accommodations provided by or on behalf of
Lenders to Borrowers hereunder (a) for costs, expenses and fees in connection with the preparation, negotiation, execution and
delivery of this Agreement and the other Financing Agreements executed in connection herewith and (b) for general operating, working
capital and other proper corporate purposes of Borrowers not otherwise prohibited by the terms hereof. None of the proceeds will
be used, directly or indirectly, for the purpose of purchasing or carrying any margin security or for the purposes of reducing
or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which
might cause any of the Loans to be considered a “purpose credit” within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System, as amended.


 


6.8Pro
Rata Treatment. Except to the extent otherwise provided in this Agreement: (a) the making and conversion of U.S. Revolving
Loans shall be made among the U.S. Lenders based on their respective Pro Rata Shares as to the U.S. Revolving Loans, (b) each
payment on account of any U.S. Obligations to or for the account of one or more of U.S. Lenders in respect of any U.S. Obligations
due on a particular day shall be allocated among the U.S. Lenders entitled to such payments based on their respective Pro Rata
Shares (for clarification, calculated under clause (a) of the definition of Pro Rata Share) and shall be distributed accordingly,
(c) the making and conversion of Canadian Revolving Loans shall be made among the Canadian Lenders based on their respective Pro
Rata Shares as to the Canadian Revolving Loans, and (d) each payment on account of any Canadian Obligations to or for the account
of one or more of Canadian Lenders in respect of any Canadian Obligations due on a particular day shall be allocated among the
Canadian Lenders entitled to such payments based on their respective Pro


 






    	 	58	 



     

    

 


Rata Shares (for clarification, calculated under clause
(b) of the definition of Pro Rata Share) and shall be distributed accordingly.


 


6.9Sharing
of Payments, Etc.


 


(a)Each
Borrower agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim any
Agent or Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to
the provisions of Section 6.9(b) hereof), to offset balances held by it for the account of any Borrower at any of its offices,
in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount
payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to Borrower), in
which case it shall promptly notify Borrowers and Agent thereof; provided, that, such Lender’s failure to
give such notice shall not affect the validity thereof. Notwithstanding the foregoing, Agent and Lenders will only offset balances
held by a Lender for the account of any Canadian Borrower against any Canadian Obligations.


 


(b)Agent
and Lenders agree that no Lender shall, except upon the prior written consent of Agent, exercise any right of setoff, banker’s
lien or counterclaim such Lender may have with respect to any property held by such Lender for the account of any Borrower. If
any Lender (including Agent) shall obtain from any Borrower payment of any principal of or interest on any Loan owing to it or
payment of any other amount under this Agreement or any other Financing Agreement through the exercise (in accordance with the
terms hereof) of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent
as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal
of the Loans or more than its share of such other amounts then due hereunder or thereunder by such Borrower to such Lender than
the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of the applicable Lenders,
the amount of such excess and simultaneously purchase from such other applicable Lenders a participation in the Loans or such
other amounts, respectively, owing to such other applicable Lenders (or such interest due thereon, as the case may be) in such
amounts, and make such other adjustments from time to time as shall be equitable, to the end that all applicable Lenders shall
share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such
excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by the applicable Lenders. To such
end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such
payment is rescinded or must otherwise be restored.


 


(c)Each
Borrower agrees that any Lender so purchasing a participation pursuant to subsection (b) above (or direct interest) may exercise,
in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect
to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to
such Lender in the amount of such participation.


 


(d)Nothing
contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and
retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower. If, under
any


 






    	 	59	 



     

    

 


applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this
Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in
any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under
this Section to share in the benefits of any recovery on such secured claim.


 


6.10Settlement
Procedures.


 


(a)In
order to administer the credit facility provided hereunder in an efficient manner and to minimize the transfer of funds between
Agent and Lenders, Agent may, subject to the terms of this Section, make available, on behalf of Lenders, the full amount of the
Loans requested or charged to Borrowers’ loan account(s) or otherwise to be advanced by Lenders pursuant to the terms hereof,
without any requirement of prior notice to Lenders of the proposed Loans.


 


(b)With
respect to all Loans made by Agent on behalf of Lenders as provided in this Section, the amount of each Lender’s Pro Rata
Share of the outstanding U.S. Revolving Loans or Canadian Revolving Loans, as applicable, shall be computed weekly, and shall
be adjusted upward or downward on the basis of the amount of the outstanding applicable Loans as of 5:00 p.m. Los Angeles time
with respect to U.S. Revolving Loans, or as of 5:00 p.m. Eastern (Toronto) time with respect to Canadian Revolving Loans, on the
Business Day immediately preceding the date of each settlement computation; provided, that, Agent retains the absolute
right at any time or from time to time to make the above described adjustments at intervals more frequent than weekly, but in
no event more than twice in any week. Agent shall deliver to each of the Lenders after the end of each week, or at such lesser
period or periods as Agent shall determine, a summary statement of the amount of outstanding U.S. Revolving Loans or Canadian
Revolving Loans, as applicable, for such period (such week or lesser period or periods being hereinafter referred to as a “Settlement
Period”). If the summary statement is sent by Agent and received by a Lender prior to 2:00 p.m. Los Angeles time with
respect to U.S. Revolving Loans, or prior to 2:00 p.m. Eastern (Toronto) time with respect to Canadian Revolving Loans, then such
Lender shall make the settlement transfer described in this Section by no later than 2:00 p.m. Los Angeles time with respect to
U.S. Revolving Loans, or no later than 2:00 p.m. Eastern (Toronto) time with respect to Canadian Revolving Loans, on the next
Business Day following the date of receipt. If, as of the end of any Settlement Period, the amount of a Lender’s Pro Rata
Share of the outstanding U.S. Revolving Loans or Canadian Revolving Loans, as applicable, is more than such Lender’s Pro
Rata Share of such outstanding Loans as of the end of the previous Settlement Period, then such Lender shall forthwith (but in
no event later than the time set forth in the preceding sentence) transfer to Agent by wire transfer in immediately available
funds the amount of the increase. Alternatively, if the amount of a Lender’s Pro Rata Share of the outstanding U.S. Revolving
Loans or Canadian Revolving Loans, as applicable, in any Settlement Period is less than the amount of such Lender’s Pro
Rata Share of such outstanding Loans for the previous Settlement Period, Agent shall forthwith transfer to such Lender by wire
transfer in immediately available funds the amount of the decrease. The obligation of each of the Lenders to transfer such funds
and effect such settlement shall be irrevocable and unconditional and without recourse to or warranty by Agent. Each of Agent
and Lenders agrees to mark its books and records at the end of each Settlement Period to show at all times the dollar amount of
its Pro Rate Share of the outstanding Loans and Letter of Credit


 






    	 	60	 



     

    

 


Accommodations. Each Lender shall only be entitled to receive
interest on its Pro Rata Share of the Loans to the extent such Loans have been funded by such Lender. Because the Agent on behalf
of Lenders may be advancing and/or may be repaid Loans prior to the time when Lenders will actually advance and/or be repaid such
Loans, interest with respect to Loans shall be allocated by Agent in accordance with the amount of Loans actually advanced by
and repaid to each Lender and the Agent and shall accrue from and including the date such Loans are so advanced to but excluding
the date such Loans are either repaid by any Borrower or actually settled with the applicable Lender as described in this Section.
Notwithstanding anything to the contrary in this Section, with respect to any Loan made on any Business Day by Agent on behalf
of the Lenders as provided in this Section in excess of ten percent (10%) of the Maximum Credit, Agent shall use commercially
reasonable efforts to settle such Loan (in accordance with the procedures set forth in this clause (b)) with the Lenders the Business
Day immediately following the date such Loan was made.


 


(c)To
the extent that Agent has made any such amounts available and the settlement described above shall not yet have occurred, upon
repayment of any Loans by any Borrower, Agent may apply such amounts repaid directly to any amounts made available by Agent pursuant
to this Section. In lieu of weekly or more frequent settlements, Agent may at any time require each Lender to provide Agent with
immediately available funds representing its Pro Rata Share of each Loan, prior to Agent’s disbursement of such Loan to
any Borrower. In such event, all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to
their Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in the other Lender’s obligation
to make a Loan requested hereunder nor shall the Commitments of any Lender be increased or decreased as a result of the default
by any other Lender in the other Lender’s obligation to make a Loan hereunder.


 


(d)If
Agent is not funding a particular Loan to the applicable Borrowers pursuant to this Section on any day, Agent may assume that
each U.S. Lender or Canadian Lender, as applicable, will make available to Agent such Lender’s Pro Rata Share of the Loan
requested or otherwise made on such day and Agent may, in its discretion, but shall not be obligated to, cause a corresponding
amount to be made available to the applicable Borrowers on such day. If Agent makes such corresponding amount available to the
U.S. Borrowers or the Canadian Borrowers, as applicable, and such corresponding amount is not in fact made available to Agent
by such Lender, Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest
thereon for each day from the date such payment was due until the date such amount is paid to Agent at the interest rate provided
for in Section 3.1 hereof. During the period in which such Lender has not paid such corresponding amount to Agent, notwithstanding
anything to the contrary contained in this Agreement or any of the other Financing Agreements, the amount so advanced by Agent
to any Borrower shall, for all purposes hereof, be a Loan made by Agent for its own account. Upon any such failure by a Lender
to pay Agent, Agent shall promptly thereafter notify the applicable Borrowers of such failure and such Borrowers shall immediately
pay such corresponding amount to Agent for its own account. A Lender who fails to pay Agent its Pro Rata Share of any Loans made
available by the Agent on such Lender’s behalf in accordance with the terms hereof, or any Lender who fails to pay any other
amount owing to Agent in accordance with the terms hereof, in each case within one (1) Business Day after the date such payment
is due, is a “Defaulting Lender”. Agent shall not be obligated to transfer to a Defaulting Lender any payments
made by or on behalf of


 






    	 	61	 



     

    

 


any Borrower or any Obligor to Agent for the Defaulting Lender’s benefit, nor shall a Defaulting
Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or
retained by Agent. Agent may hold and, in its discretion, re-lend to the applicable Borrowers the amount of all such payments
received or retained by it for the account of such Defaulting Lender. For purposes of voting or consenting to matters with respect
to this Agreement and the other Financing Agreements and determining Pro Rata Shares, such Defaulting Lender shall be deemed not
to be a Lender and such Defaulting Lender’s Commitments shall be deemed to be zero (0). This Section shall remain effective
with respect to a Defaulting Lender until such default is cured. The operation of this Section shall not be construed to increase
or otherwise affect the Commitments of any Lender, or relieve or excuse the performance by any Borrower or any Obligor of their
duties and obligations hereunder. If any Lender with a U.S. Commitment is a Defaulting Lender, then any Affiliate of such Lender
with a Canadian Commitment shall be deemed to be a Defaulting Lender and if any Lender with a Canadian Commitment is a Defaulting
Lender, then any Affiliate of such Lender with a U.S. Commitment shall be deemed to be a Defaulting Lender.


 


(e)Nothing
in this Section or elsewhere in this Agreement or the other Financing Agreements shall be deemed to require Agent to advance funds
on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any
rights that any Borrower may have against any Lender as a result of any default by any Lender hereunder in fulfilling its Commitments.


 


(f)For
the avoidance of doubt, no amounts received by any Canadian Lender with respect to foreclosure, setoff or otherwise, or proceeds
of Collateral of the Canadian Borrowers or payments with respect to Canadian Obligations shall be required to be shared with or
otherwise economically benefit the U.S. Lenders with respect to the U.S. Obligations, in their capacities as such.


 


6.11Bank
Products. Borrowers may (but no such Person is required to) request that the Bank Product Providers provide or arrange for
such Person to obtain Bank Products from Bank Product Providers, and each Bank Product Provider may, in its sole discretion, provide
or arrange for such Person to obtain the requested Bank Products. Borrowers that obtain Bank Products shall indemnify and hold
Agent harmless from any and all obligations now or hereafter owing to any other Person by any Bank Product Provider in connection
with any Bank Products other than for gross negligence or willful misconduct on the part of any such indemnified Person. This
Section 6.11 shall survive the payment of the Obligations and the termination of this Agreement. Borrowers acknowledge and agree
that the obtaining of Bank Products from Bank Product Providers (a) is in the sole discretion of such Bank Product Provider, and
(b) is subject to all rules and regulations of such Bank Product Provider.


 


SECTION
7. COLLATERAL REPORTING AND COVENANTS.


 


7.1Collateral
Reporting. Borrowers shall provide Agent with the following documents in a form satisfactory to Agent, in each case, separately
with respect to the U.S. Borrowers and the Canadian Borrowers: (a) on a weekly basis, or, so long as an FCCR Triggering Event
is ongoing (or, after the occurrence of an Event of Default, so long as such Event of Default is continuing), more frequently
as Agent may request, (i) schedules of sales


 






    	 	62	 



     

    

 


made, credits issued and cash received which, after the occurrence of an Event of
Default or the filing of a bankruptcy petition by or against any Borrower, and for so long as such Event of Default is continuing
or such bankruptcy petition has not been dismissed, shall separately account for sales of Inventory subject to the security interest
of IBM Credit Corporation, (ii) borrowing base certificates, (iii) schedules of Inventory (net of fixed assets) separately identifying
Inventory by vendor, type, location and age, with perpetual inventory reports, and (iv) schedules of accounts payable and accrued
accounts payable to any vendor holding a security interest in any property of the applicable Borrowers; (b) on a monthly basis,
on or before the tenth (10th) Business Day of such month for the immediately preceding month or more frequently as Agent may request,
(i) agings of accounts receivable, (ii) agings of accounts payable, accrued accounts payable, lease payables and other payables,
and (iii) a certificate from an authorized officer of the applicable Borrowers representing that each such Borrower has made payment
of sales and use taxes during such month or, at Agent’s request, other evidence of such payment; (c) upon Agent’s
request, (i) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank
statements, (ii) copies of shipping and delivery documents, and (iii) copies of purchase orders, invoices and delivery documents
for Inventory and Equipment acquired by the applicable Borrowers; and (d) such other reports as to the Collateral or other property
which is security for the Obligations (or the Canadian Obligations, as applicable) as Agent shall request in its Permitted Discretion
from time to time. Borrowers shall provide Agent, as soon as available, but in any event not later than five (5) days after receipt
by Borrowers, with all statements received from Apple Computer and any other vendor who may hold a security interest in any Borrowers’
assets, together with such additional information as shall be sufficient to enable Agent to monitor the accounts payable and accrued
accounts payable to them. If any of Borrowers’ records or reports of the Collateral or other property which is security
for the Obligations (or the Canadian Obligations, as applicable) are prepared or maintained by an accounting service, contractor,
shipper or other agent, Borrowers hereby irrevocably authorize such service, contractor, shipper or agent to deliver such records,
reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time
that an Event of Default exists or has occurred and is continuing.


 


7.2Accounts
Covenants.


 


(a)Each
Borrower shall notify Agent promptly of the assertion of any claims, offsets, defenses of counterclaims by any account debtor,
or any disputes with any of such persons or any settlement, adjustment or compromise thereof, in the schedules, certificates and
reports provided pursuant to Section 7.1 hereof.


 


(b)Each
Borrower shall notify Agent promptly of: (i) any material delay in any Borrower’s performance of any of its obligations
to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes
with account debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information relating to the
financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers’ knowledge would cause
Agent to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension
or agreement for any of the foregoing shall be granted to any account debtor, Credit Card Issuer or Credit Card/Check Processor
except in the ordinary course of Borrowers’ business in accordance with their most recent past practices and policies. So
long as no Event of Default


 






    	 	63	 



     

    

 


exists or has occurred and is continuing, Borrowers may settle, adjust or compromise any claim, offset,
counterclaim or dispute with any account debtor, Credit Card Issuer or Credit Card/Check Processor in the ordinary course of Borrowers’
business in accordance with their most recent past practices and policies. At any time that an Event of Default exists or has
occurred and is continuing, Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset,
counterclaim or dispute with any account debtor, Credit Card Issuer or Credit Card/Check Processor or grant any credits, discounts
or allowances. Each Borrower shall notify Agent promptly of (i) any notice of a material default by any Borrower under any of
the Credit Card/Check Processing Agreements or of any default which might result in the Credit Card Issuer or Credit Card/Check
Processor ceasing to make payments or suspending payments to Borrowers, (ii) any notice from any Credit Card Issuer or Credit
Card/Check Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or
to become due to Borrowers from such person, or that such person is terminating or will terminate any of the Credit Card/Check
Processing Agreements, and (iii) the failure of any Borrower to comply with any material terms of the Credit Card/Check Processing
Agreements or any terms thereof which might result in the Credit Card Issuer or Credit Card/Check Processor ceasing or suspending
payments to Borrowers.


 


(c)Without
limiting the obligation of Borrowers to deliver any other information to Agent, Borrowers shall promptly report to Agent any return
of Inventory by any account debtor. At any time that Inventory is returned, reclaimed or repossessed, the Account (or portion
thereof) which arose from the sale of such returned, reclaimed or repossessed Inventory shall not be deemed an Eligible Account.
In the event any account debtor returns Inventory when an Event of Default exists or has occurred and is continuing, Borrowers
shall, upon Agent’s request, (i) hold the returned Inventory in trust for Agent, (ii) segregate all returned Inventory from
all of its other property, (iii) dispose of the returned Inventory solely according to Agent’s instructions, and (iv) not
issue any credits, discounts or allowances with respect thereto without Agent’s prior written consent.


 


(d)With
respect to each Account and Credit Card/Check Processing Receivable: (i) the amounts shown on any invoice delivered to Agent or
schedule thereof delivered to Agent shall be true and complete in all material respects, (ii) no payments shall be made thereon
except payments delivered to Agent pursuant to the terms of this Agreement, (iii) no credit, discount, allowance or extension
or agreement for any of the foregoing shall be granted to any account debtor, Credit Card Issuer or Credit Card/Check Processor
except as reported to Agent in accordance with this Agreement and except for credits, discounts, allowances or extensions made
or given in the ordinary course of Borrowers’ business in accordance with practices and policies previously disclosed to
Agent, (iv) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect
thereto except as reported to Agent in accordance with the terms of this Agreement, (v) none of the transactions giving rise thereto
will violate any applicable state, provincial or federal Laws or regulations, all documentation relating thereto will be legally
sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms.


 


(e)Agent
shall have the right at any time or times, in Agent’s name or in the name of a nominee of Agent, to verify the validity,
amount or any other matter relating to any


 






    	 	64	 



     

    

 


Account, Credit Card/Check Processing Receivable or other Collateral, by mail, telephone,
facsimile transmission or otherwise.


 


(f)Borrowers
shall deliver or cause to be delivered to Agent, with appropriate endorsement and assignment, with full recourse to Borrowers,
all chattel paper and instruments which Borrowers now own or may at any time acquire immediately upon Borrowers’ receipt
thereof, except as Agent may otherwise agree.


 


(g)Agent
may, at any time or times that an Event of Default exists or has occurred and is continuing, (i) notify any or all account debtors,
Credit Card Issuers or Credit Card/Check Processors that the Accounts and Credit Card/Check Processing Receivables have been assigned
to Agent and that Agent and the Lenders have a security interest therein and Agent may direct any or all account debtors, Credit
Card Issuers or Credit Card/Check Processors to make payments of Accounts and Credit Card/Check Processing Receivables directly
to Agent, (ii) extend the time of payment of, compromise, settle or adjust for cash, credit, return of merchandise or otherwise,
and upon any terms or conditions, any and all Accounts and Credit Card/Check Processing Receivables or other obligations included
in the Collateral and thereby discharge or release the account debtor, Credit Card Issuer, Credit Card/Check Processor or any
other party or parties in any way liable for payment thereof without affecting any of the Obligations, (iii) demand, collect or
enforce payment of any Accounts and Credit Card/Check Processing Receivables or such other obligations, but without any duty to
do so, and Agent shall not be liable for its failure to collect or enforce the payment thereof or for the negligence of its agents
or attorneys with respect thereto and (iv) take whatever other action Agent may deem necessary or desirable for the protection
of its interests. At any time that an Event of Default exists or has occurred and is continuing, at Agent’s request, all
invoices and statements sent to any account debtor shall state that the Accounts due from such account debtor and such other obligations
have been assigned to Agent and are payable directly and only to Agent and Borrowers shall deliver to Agent such originals of
documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Agent may require.


 


7.3Inventory
Covenants. With respect to the Inventory:


 


(a)Borrowers
shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing
and describing the kind, type, quality and quantity of Inventory, Borrowers’ cost therefor and daily withdrawals therefrom
and additions thereto;


 


(b)Borrowers
shall conduct, at their option, either periodic cycle counts or a physical count of the Inventory once every twelve (12) months,
but at any time as Agent may reasonably request upon the occurrence and during the continuance of an Event of Default. Promptly
following such counts, Borrower shall supply Agent with a report or reports in the form and with such specificity as may be reasonably
satisfactory to Agent;


 


(c)Borrowers
shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except
for sales of Inventory in the ordinary course of Borrowers’ business and except to move Inventory directly from one location
set forth or permitted herein to another such location;


 






    	 	65	 



     

    

 


(d)(i)
upon Agent’s request, Borrowers shall, at their expense, no more than one (1) time in any twelve (12) month period, but
at any time or times as Agent may request upon the occurrence and during the continuance of an Event of Default, deliver or cause
to be delivered to Agent a full written appraisal as to the Inventory in form, scope and methodology acceptable to Agent and addressing
such issues as Agent may require in its commercially reasonable judgment, issued by a technology appraiser listed on Schedule
7.3 or otherwise acceptable to Agent and Borrowers, and addressed to Agent and Lenders or upon which Agent and Lenders are expressly
permitted to rely (with the understanding that Agent may revise the definition of ‘Eligible Inventory’ hereunder or
establish Availability Reserves as Agent may deem advisable in its sole discretion based upon the results of such updated appraisals);
(ii) at any time upon the occurrence and during the continuance of an Event of Default, and up to two (2) times in any twelve
month period immediately following any month where the average amount of outstanding Loans, Letter of Credit Accommodations and
other Obligations which are made with respect to Inventory in such month is greater than $25,000,000, upon Agent’s request,
Borrowers shall, at their expense, deliver or cause to be delivered to Agent a desktop appraisal as to the Inventory in form,
scope and methodology acceptable to Agent and addressing such issues as Agent may require in its commercially reasonable judgment,
issued by an appraiser acceptable to Agent, and addressed to Agent and Lenders or upon which Agent and Lenders are expressly permitted
to rely (with the understanding that Agent may revise the definition of ‘Eligible Inventory’ hereunder or establish
Availability Reserves as Agent may deem advisable in its sole discretion based upon the results of such updated appraisals);


 


(e)Borrowers
shall produce, use, store and maintain the Inventory, with all reasonable care and caution and in accordance with applicable standards
of any insurance and in conformity with applicable laws (including, but not limited to, the requirements of the Federal Fair Labor
Standards Act of 1938, as amended and all rules, regulations and orders related thereto);


 


(f)Borrowers
assume all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory;


 


(g)Borrowers
shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate
Borrowers to repurchase such Inventory (except in the ordinary course of Borrowers’ business pursuant to their existing
policies and in accordance with their industry standards);


 


(h)Borrowers
shall keep the Inventory in good and marketable condition;


 


(i)Borrowers
shall not, without prior written notice to Agent, acquire or accept any Inventory on consignment or approval (except in the ordinary
course of Borrowers’ business pursuant to their existing policies, in accordance with Borrowers’ industry standards,
and consistent with Borrowers’ historical practices, so long as the amount of Inventory on consignment is reported on each
borrowing base certificate delivered hereunder); and


 


(j)upon
the occurrence and during the continuance of an Event of Default, Borrowers shall not return any Inventory to its vendors without
the prior consent of Agent.


 






    	 	66	 



     

    

 


7.4Equipment
Covenants. With respect to the Equipment:


 


(a)upon
Agent’s request, Borrowers shall, at their expense, at any time or times as Agent may request upon the occurrence and during
the continuation of an Event of Default, deliver or cause to be delivered to Agent written reports or appraisals as to the Equipment
in form, scope and methodology reasonably acceptable to Agent and by an appraiser acceptable to Agent;


 


(b)Borrowers
shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted);


 


(c)Borrowers
shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and
in conformity with all applicable laws;


 


(d)the
Equipment is and shall be used in Borrowers’ business and not for personal, family, household or farming use;


 


(e)Borrowers
shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment
repaired or maintained in the ordinary course of the business of Borrowers or to move Equipment directly from one such location
set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit
of Borrowers in the ordinary course of business;


 


(f)the
Equipment is now and shall remain personal property and Borrowers shall not permit any of the Equipment to be or become a part
of or affixed to real property; and


 


(g)Borrowers
assume all responsibility and liability arising from the use of the Equipment.


 


7.5Power
of Attorney. Each Borrower hereby irrevocably designates and appoints Agent (and all persons designated by Agent) as such
Borrower’s true and lawful attorney-in-fact, and authorizes Agent, in such Borrower’s or Agent’s name, to:


 


(a)at
any time an Event of Default has occurred and is continuing:


 


(i)demand
payment on Accounts, Credit Card/Check Processing Receivables or other proceeds of Inventory or other Collateral;


 


(ii)enforce
payment of Accounts, Credit Card/Check Processing Receivables or other Obligations included in the Collateral by legal proceedings
or otherwise;


 


(iii)exercise
all of such Borrower’s rights and remedies to collect any Account, Credit Card/Check Processing Receivables or other proceeds
of Inventory or other Collateral;


 






    	 	67	 



     

    

 


(iv)sell
or assign any Account and Credit Card/Check Processing Receivables upon such terms, for such amount and at such time or times
as the Agent deems advisable;


 


(v)settle,
adjust, compromise, extend or renew any Accounts and Credit Card/Check Processing Receivables;


 


(vi)discharge
and release any Accounts and Credit Card/Check Processing Receivables or other Obligations included in the Collateral;


 


(vii)prepare,
file and sign such Borrower’s name on any proof of claim in bankruptcy or other similar document against an account debtor;


 


(viii)notify
the post office authorities to change the address for delivery of such Borrower’s mail to an address designated by Agent,
and open and dispose of all mail addressed to such Borrower, provided, that, any such mail received by Agent that
does not constitute checks or other items of payment shall be forwarded by Agent to such Borrower promptly after receipt by Agent;
and


 


(ix)do
all acts and things which are necessary, in Agent’s good faith determination, to fulfill Borrowers’ obligations under
this Agreement and the other Financing Agreements; and


 


(b)at
any time, subject to the terms of the agreement(s) relating to the Blocked Account(s) to:


 


(i)take
control in any manner of any item of payment or proceeds thereof;


 


(ii)have
access to any lockbox or postal box into which Borrowers’ mail is deposited;


 


(iii)endorse
such Borrower’s name upon any items of payment or proceeds thereof and deposit the same in the Agent’s account for
application to the Obligations in accordance with Section 6.4;


 


(iv)endorse
such Borrower’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to
any Accounts or Credit Card/Check Processing Receivables or any goods pertaining thereto or any other Collateral;


 


(v)sign
such Borrower’s name on any verification of Accounts or Credit Card/Check Processing Receivables and notices thereof to
account debtors, Credit Card Issuers or Credit Card/Check Processors; and


 


(vi)execute
in such Borrower’s name and file any UCC financing statements or amendments thereto as deemed appropriate by Agent to perfect
its security interests in the Collateral.


 






    	 	68	 



     

    

 


Each
Borrower hereby releases Agent and each Lender and each of their respective officers, employees and designees from any liabilities
arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission; provided
that, a party shall not be released from any such liabilities to the extent such liabilities arise as a result of such party’s
gross negligence or willful misconduct, as determined pursuant to a final non-appealable order of a court of competent jurisdiction.


 


7.6Right
to Cure. After the occurrence and during the continuance of an Event of Default, Agent may, at its option, (a) cure any default
by any Borrower under any agreement with a third party or pay or bond on appeal any judgment entered against any Borrower, (b)
discharge taxes, liens, security interests or other encumbrances at any time levied on or existing with respect to the Collateral
and (c) pay any amount, incur any expense or perform any act which, in Agent’s judgment, is necessary or appropriate to
preserve, protect, insure or maintain the Collateral and the rights of Agent and Lenders with respect thereto. Agent and Lenders
may add any amounts so expended to the Obligations (or Canadian Obligations, in the case of a Canadian Borrower) and charge Borrowers’
account (or the Canadian Borrowers’ account in the case of a Canadian Borrower) therefor, such amounts to be repayable by
Borrowers on demand. Agent and Lenders shall be under no obligation to effect such cure, payment or bonding and shall not, by
doing so, be deemed to have assumed any obligation or liability of Borrowers. Any payment made or other action taken by Agent
or any Lender under this Section 7.6 shall be without prejudice to any right to assert an Event of Default hereunder and to proceed
accordingly.


 


7.7Access
to Premises. From time to time as requested by Agent, at the cost and expense of Borrowers, no more than three (3) times in
each calendar year (or (X) during any period in which Excess Availability shall be less than $10,000,000, at any additional time
or times as Agent may reasonably request, at the cost and expense of Agent, or (Y) at any time or times as Agent may request upon
the occurrence and during the continuance of an Event of Default, at the cost and expense of Borrowers), (a) Agent or its designee
shall have complete access to all of Borrowers’ premises during normal business hours and after two (2) Business Days prior
notice to Borrowers, or at any time and without notice to Borrowers if an Event of Default exists or has occurred and is continuing,
for the purposes of inspecting, verifying and auditing the Collateral and all of Borrowers’ books and records, including,
without limitation, the Records, and (b) Borrowers shall promptly furnish to Agent such copies of such books and records or extracts
therefrom as Agent may reasonably request, and (c) Agent may use during normal business hours such of Borrowers’ personnel,
equipment, supplies and premises as may be reasonably necessary for the foregoing and if an Event of Default exists or has occurred
and is continuing for the collection of Accounts or Credit Card/Check Processing Receivables and realization of other Collateral.


 


7.8Real
Estate Covenant. With respect to the Real Estate, upon Agent’s request, Borrowers shall, at their expense, no more than
one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the
continuation of an Event of Default, deliver or cause to be delivered to Agent an appraisal as to the Real Estate in form, scope
and methodology reasonably acceptable to Agent and by an appraiser acceptable to Agent. With respect to the Adjacent Real Estate,
upon Agent’s request, Borrowers shall, at their expense, no more than one (1) time in any twelve (12) month period, but
at any time or times as


 






    	 	69	 



     

    

 


Agent may request upon the occurrence and during the continuation of an Event of Default, deliver or cause
to be delivered to Agent an appraisal as to the Adjacent Real Estate in form, scope and methodology reasonably acceptable to Agent
and by an appraiser acceptable to Agent.


 


SECTION
8. REPRESENTATIONS AND WARRANTIES.


 


Each
Borrower hereby represents and warrants to Agent and Lenders the following (which shall survive the execution and delivery of
this Agreement), the truth and accuracy of which are a continuing condition of the making of Loans and the providing of Letter
of Credit Accommodations by Lender to Borrowers:


 


8.1Existence,
Power and Authority; Subsidiaries. Each Borrower is a corporation or limited liability company duly organized, incorporated
or formed, as applicable, and in good standing (where applicable) under the laws of its country, province or state of incorporation
or formation, as applicable, and is duly qualified as a foreign corporation or limited liability company and in good standing
(where applicable) in all states, provinces or other jurisdictions where the nature and extent of the business transacted by it
or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify
would not have a material adverse effect on such Borrower’s financial condition, results of operation or business or the
rights of Agent or any Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other
Financing Agreements to which any Borrower is a party and the transactions contemplated hereunder and thereunder are all within
such Borrower’s corporate or limited liability company powers, have been duly authorized and are not in contravention of
(a) law or the terms of such Borrower’s certificate of incorporation or formation, by-laws or operating agreement, or other
organizational documentation, or (b) any indenture, agreement or undertaking to which such Borrower is a party or by which such
Borrower or its property are bound, except in the case of this clause (b) as could not reasonably be expected to have a material
adverse effect on such Borrower’s financial condition, results of operation or business or the rights of Agent or any Lender
in or to any of the Collateral. This Agreement and the other Financing Agreements to which any Borrower is a party constitute
legal, valid and binding obligations of such Borrower enforceable in accordance with their respective terms. Borrowers do not
have any subsidiaries except as set forth on the Information Certificates.


 


8.2Financial
Statements; No Material Adverse Change. All financial statements relating to Borrowers which
have been or may hereafter be delivered by Borrowers to Agent or any Lender have been prepared in accordance with GAAP and fairly
present the financial condition and the results of operations of Borrowers as at the dates and for the periods set forth therein.
Except as disclosed in any interim financial statements furnished by Borrowers to Agent or any Lender prior to the date of this
Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise,
of Borrowers, since the date of the most recent audited financial statements furnished by Borrowers to Agent or any Lender prior
to the date of this Agreement.


 


8.3Chief
Executive Office; Collateral Locations. The chief executive office of Borrowers and Borrowers’ Records concerning Accounts
and Credit Card/Check Processing Receivables are located only at the address set forth below, or, if different, as set forth in
the


 






    	 	70	 



     

    

 


applicable Information Certificate, and their only other places of business and the only other locations of Collateral, if
any, are the addresses set forth in the Information Certificates, subject to the right of Borrowers to establish new locations
in accordance with Section 9.2 below. The Information Certificates or any notices delivered pursuant to Section 9.2 correctly
identify any of such locations which are not owned by Borrowers and set forth the owners and/or operators thereof and, to the
best of Borrowers’ knowledge, the holders of any mortgages on such locations.


 


8.4Priority
of Liens; Title to Properties. The security interests and liens granted to Agent, for itself and the ratable benefit of Secured
Parties, under this Agreement and the other Financing Agreements to which any Borrower is a party constitute valid and perfected
first priority liens and security interests in and upon the Collateral to which such Borrower now has or hereafter acquires rights,
subject only to the liens indicated on Schedule 8.4 hereto and the other liens permitted under Section 9.8 hereof. Each
Borrower has good and marketable title to all of its properties and assets subject to no liens, mortgages, pledges, security interests,
encumbrances or charges of any kind, except those granted to Agent, for itself and the ratable benefit of Secured Parties, and
such others as are specifically listed on Schedule 8.4 hereto or permitted under Section 9.8 hereof.


 


8.5Tax
Returns. Each Borrower has filed, or caused to be filed, in a timely manner all tax returns, reports and declarations which
are required to be filed by it (without requests for extension except as previously disclosed in writing to Agent and Lenders).
All information in such tax returns, reports and declarations is complete and accurate in all material respects. Each Borrower
has paid or caused to be paid prior to delinquency all taxes due and payable or claimed due and payable in any assessment received
by it, except taxes the validity of which are being contested in good faith by appropriate proceedings diligently pursued and
with respect to which adequate reserves have been set aside on its books. Adequate provision has been made for the payment of
all accrued and unpaid Federal, State, provincial, territorial, county, local, foreign and other taxes whether or not yet due
and payable and whether or not disputed.


 


8.6Litigation.
Except as set forth on the Information Certificates, there is no present investigation by any governmental agency pending, or
to the Borrowers’ actual knowledge threatened, against or affecting any Borrower, its assets or business and there is no
action, suit, proceeding or claim by any Person pending, or to the Borrowers’ actual knowledge threatened, against any Borrower
or its assets or goodwill, or against or affecting any transactions contemplated by this Agreement, which if adversely determined
against Borrowers would result in any material adverse change in the assets or business of Borrowers or would impair the ability
of any Borrower to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or
of Agent or any Lender to enforce any Obligations or realize upon a material portion of the Collateral.


 


8.7Compliance
with Other Agreements and Applicable Laws. Each Borrower is not in default in any material respect under, or in violation
in any material respect of any of the terms of, any material agreement, contract, instrument, lease or other commitment to which
it is a party or by which it or any of its assets are bound and each Borrower is in compliance in all material respects with all
applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any foreign, federal, state, provincial
territorial or local Governmental Authority.


 






    	 	71	 



     

    

 


8.8Bank
Accounts. All of the deposit accounts, investment accounts or other accounts in the name of or used by Borrowers maintained
at any bank or other financial institution are set forth on the Information Certificates, subject to the right of Borrowers to
establish new accounts in accordance with Section 9.13 below.


 


8.9Environmental
Compliance.


 


(a)Except
as set forth on Schedule 8.9 hereto, each Borrower has not generated, used, stored, treated, transported, manufactured,
handled, produced or disposed of any Hazardous Materials, on or off its premises (whether or not owned by it) in any manner which
at any time violates in any material respect any applicable Environmental Law or any license, permit, certificate, approval or
similar authorization thereunder and the operations of Borrowers comply in all material respects with all Environmental Laws and
all licenses, permits, certificates, approvals and similar authorizations thereunder.


 


(b)Except
as set forth on Schedule 8.9 hereto, there has been no investigation, proceeding, complaint, order, directive, claim, citation
or written notice by any Governmental Authority or any other person nor is any pending or to the best of Borrowers’ knowledge
threatened, with respect to any non-compliance with or violation of the requirements of any Environmental Law by Borrowers or
the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation,
manufacture, handling, production or disposal of any Hazardous Materials or any other environmental, health or safety matter,
which affects any Borrower or its business, operations or assets or any properties at which such Borrower has transported, stored
or disposed of any Hazardous Materials.


 


(c)Each
Borrower has no material liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual,
of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal
of any Hazardous Materials.


 


(d)Each
Borrower has all licenses, permits, certificates, approvals or similar authorizations required to be obtained or filed in connection
with the operations of such Borrower under any Environmental Law and all of such licenses, permits, certificates, approvals or
similar authorizations are valid and in full force and effect.


 


8.10Employee
Benefits.


 


(a)Except
with respect to the PCM, Inc. 401(k) Plan and the PCM, Inc. Welfare Benefit Plan (collectively, the “Plans”), each
Borrower has not engaged in any transaction in connection with which such Borrower or any of its ERISA Affiliates could be subject
to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, including
any accumulated funding deficiency described in Section 8.10(c) hereof and any deficiency with respect to vested accrued benefits
described in Section 8.10(d) hereof. With respect to the Plans, each Borrower has not engaged in any transaction in connection
with which such Borrower or any of its ERISA Affiliates could be subject to either a civil penalty assessed pursuant to Section
502(i) of ERISA or a tax imposed by Section 4975 of


 






    	 	72	 



     

    

 


the Code and has corrected, or undertaken reasonable efforts to promptly correct,
any such transactions it has identified during the course of routine plan administration.


 


(b)No
liability to the Pension Benefit Guaranty Corporation has been or is expected by Borrowers to be incurred with respect to any
employee pension benefit plan of Borrowers or any of their ERISA Affiliates. There has been no reportable event (within the meaning
of Section 4043(b) of ERISA) or any other event or condition with respect to any employee pension benefit plan of Borrowers or
any of their ERISA Affiliates which presents a risk of termination of any such plan by the Pension Benefit Guaranty Corporation.


 


(c)Full
payment has been made of all amounts which Borrowers or any of their ERISA Affiliates are required under Section 302 of ERISA
and Section 412 of the Code to have paid under the terms of each employee pension benefit plan as contributions to such plan as
of the last day of the most recent fiscal year of such plan ended prior to the date hereof, and no accumulated funding deficiency
(as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any employee pension
benefit plan, including any penalty or tax described in Section 8.10(a) hereof and any deficiency with respect to vested accrued
benefits described in Section 8.10(c) hereof.


 


(d)The
current value of all vested accrued benefits under all employee pension benefit plans maintained by Borrowers that are subject
to Title IV of ERISA does not exceed the current value of the assets of such plans allocable to such vested accrued benefits,
including any penalty or tax described in Section 8.10(a) hereof and any accumulated funding deficiency described in Section 8.10(c)
hereof. The terms “current value” and “accrued benefit” have the meanings specified in ERISA.


 


(e)Neither
Borrowers nor any of their ERISA Affiliates is or has ever been obligated to contribute to any “multiemployer plan”
(as such term is defined in Section 4001(a)(3) of ERISA) that is subject to Title IV of ERISA.


 


(f)The
Canadian Borrowers are in compliance with the requirements of the Pension Benefits Act (Ontario) and other federal or provincial
laws with respect to each Canadian Pension Plan, except where the failure to comply would not reasonably be expected to have a
material adverse effect on the business or assets of Borrowers. No Borrower, Obligor or ERISA Affiliate (i) is obligated under,
or has in the past 5 years been obligated under, (ii) contributes to, or has in the past 5 years contributed to, or (iii) maintains,
or has in the past 5 years maintained, a Canadian Defined Benefit Pension Plan.


 


8.11Accuracy
and Completeness of Information. All information furnished by or on behalf of Borrowers in writing to Agent or any Lender
in connection with this Agreement or any of the other Financing Agreements or any transaction contemplated hereby or thereby,
including, without limitation, all information on the Information Certificates, when taken as a whole, was true and correct in
all material respects on the date as of which such information is dated or certified and does not omit any material fact necessary
in order to make such information not misleading in light of the circumstances under which such statements were made; provided
that with respect to the Projections, Borrowers represent only that such information (a) was prepared in good faith based
upon assumptions believed to be reasonable at the time delivered, (b)


 






    	 	73	 



     

    

 


involves certain risks and uncertainties and (c) projected
results may differ materially from those contained in any financial statements, SEC or OSC filings or other reports of Borrowers.
No event or circumstance has occurred which has had or could reasonably be expected to have a material adverse effect on the business
or assets of Borrowers, which has not been fully and accurately disclosed to Agent and Lenders in writing.


 


8.12Survival
of Warranties; Cumulative. All representations and warranties contained in this Agreement or any of the other Financing Agreements
shall survive the execution and delivery of this Agreement and shall be deemed to have been made again to Agent and Lenders on
the date of each additional borrowing or other credit accommodation hereunder and shall be conclusively presumed to have been
relied on by Agent and Lenders regardless of any investigation made or information possessed by Agent or any Lender 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 Accommodation is outstanding and so long as the
U.S. Commitments and the Canadian Commitments have not expired or terminated. The representations and warranties set forth herein
shall be cumulative and in addition to any other representations or warranties which Borrowers shall now or hereafter give, or
cause to be given, to Agent and Lenders.


 


8.13Sanctions
Laws and Regulations. None of the Borrowers is a Designated Person.


 


SECTION
9. AFFIRMATIVE AND NEGATIVE COVENANTS.


 


9.1Maintenance
of Existence. Each Borrower shall at all times preserve, renew and keep in full, force and effect its corporate or limited
liability company existence and rights and franchises with respect thereto and maintain in full force and effect all permits,
licenses, trademarks, trade names, approvals, authorizations, leases and contracts necessary to carry on the business as presently
or proposed to be conducted, except as otherwise permitted under this Agreement. No Borrower will change its organizational identification
number, jurisdiction of organization or organizational identity, in each case, unless the Agent shall have received at least thirty
(30) days prior written notice of such change and the Agent shall have acknowledged in writing that either (1) such change will
not adversely affect the validity, perfection or priority of the Agent’s security interest in the Collateral, or (2) any
reasonable action requested by the Agent in connection therewith has been completed or taken (including any action to continue
the perfection of any liens in favor of the Agent, on behalf of the Secured Parties, in any Collateral). Each Borrower shall give
Agent thirty (30) days prior written notice of any proposed change in its corporate or limited liability company name, which notice
shall set forth the new name and such Borrower shall deliver to Agent a copy of the amendment to the Certificate of Incorporation
or Formation, Articles of Incorporation or Memorandum of Association, as applicable, of such Borrower providing for the name change
certified by the Secretary of State, the Ministry of Government Services (Ontario) or other applicable Governmental Authority
of the jurisdiction of incorporation or formation of such Borrower as soon as it is available.


 


9.2New
Collateral Locations. Any U.S. Borrower may open any new location within the United States, and any Canadian Borrower may
open any new location within Canada, in each case, provided such Borrower: (a) gives Agent ten (10) days prior written notice
of the intended opening of any such new location; and (b) executes and delivers, or causes to be


 






    	 	74	 



     

    

 


executed and delivered, to Agent
such agreements, documents, and instruments as Agent may deem reasonably necessary or desirable to protect its interests in the
Collateral at such location, including, without limitation, UCC or PPSA financing statements and, if such Borrower leases such
new location for a term exceeding 120 calendar days, provides a favorable landlord waiver or subordination.


 


9.3Compliance
with Laws, Regulations, Etc.


 


(a)Each
Borrower shall, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals
and orders applicable to it and duly observe all requirements of any Governmental Authority, including, without limitation, the
Employee Retirement Security Act of 1974, as amended, the Occupational Safety and Hazard Act of 1970, as amended, the Occupational
Health and Safety Act (Ontario), as amended, the Fair Labor Standards Act of 1938, as amended, the Employment Standards
Act (Ontario), as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental
pollution and employee health and safety, including, without limitation, all of the Environmental Laws.


 


(b)Borrowers
shall take prompt and appropriate action to respond to any of Borrowers’ non-compliance (to the extent Borrowers have knowledge
thereof or would have knowledge thereof upon due inquiry) with any of the Environmental Laws and shall report to Agent on such
response.


 


(c)Borrowers
shall give both oral and written notice to Agent immediately upon Borrowers’ receipt of any notice of, or Borrowers’
otherwise obtaining knowledge of:


 


(i)the
occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material by any Borrower
or upon any of its premises; or


 


(ii)any
investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to:


 


(A)any
non-compliance with or violation of any Environmental Law by any Borrower;


 


(B)the
release, spill or discharge, threatened or actual, of any Hazardous Material by any Borrower or upon any of its premises;


 


(C)the
generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials
by any Borrower or upon any of its premises; or


 


(D)any
other environmental, health or safety matter;


 


in
each case, which could have a material adverse effect upon any Borrower or its business, operations or assets or any properties
at which any Borrower transported, stored or disposed of any Hazardous Materials; or


 






    	 	75	 



     

    

 


(d)Borrowers
shall indemnify and hold harmless Agent, Lenders, and their respective directors, officers, employees, agents, invitees, representatives,
successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’
fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction,
storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material by any Borrower or upon any
of its premises, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work
with respect to any property of such Borrower and the preparation and implementation of any closure, remedial or other required
plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations
and the termination or non-renewal of this Agreement.


 


(e)To
the extent any of the provisions of this Section 9.3 as they pertain to the Real Estate or the Adjacent Real Estate are inconsistent
with the provisions of the applicable deed of trust in favor of Agent and Lenders on the Real Estate or Adjacent Real Estate,
as applicable, the provisions of such deed of trust shall govern.


 


(f)The
Borrowers will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrowers, their respective
Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


9.4Payment
of Taxes and Claims. Each Borrower shall duly pay and discharge all taxes, assessments, contributions and governmental charges
upon or against it or its properties or assets, except for taxes the validity of which are being contested in good faith by appropriate
proceedings diligently pursued and with respect to which adequate reserves have been set aside on its books. (a) U.S. Borrowers
shall be liable for any tax or penalties imposed on Agent or any Lender as a result of the financing arrangements provided for
herein to U.S. Borrowers and U.S. Borrowers agree to indemnify and hold Agent and Lenders harmless with respect to the foregoing,
and to repay to Agent and Lenders on demand the amount thereof, and until paid by U.S. Borrowers such amount shall be added and
deemed part of the U.S. Revolver Loans and (b) Canadian Borrowers shall be liable for any tax or penalties imposed on Agent or
any Lender as a result of the financing arrangements provided for herein to Canadian Borrowers and Canadian Borrowers agree to
indemnify and hold Agent and Canadian Lenders harmless with respect to the foregoing, and to repay to Agent and Canadian Lenders
on demand the amount thereof, and until paid by Canadian Borrowers such amount shall be added and deemed part of the Canadian
Revolver Loans; provided, that, nothing contained herein shall be construed to require Borrowers to pay any Excluded
Taxes. The foregoing indemnity shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.


 


9.5Insurance.
Borrowers shall, at all times, maintain with financially sound and reputable insurers insurance with respect to the Collateral
against loss or damage and all other insurance of the kinds and in the amounts customarily insured against or carried by corporations
of established reputation engaged in the same or similar businesses and similarly situated. Said policies of insurance shall be
satisfactory to Agent as to form, amount and insurer. Borrowers shall furnish certificates, policies or endorsements to Agent
as Agent shall require as proof of such insurance, and, if Borrowers fail to do so, Agent is authorized, but not required, to
obtain


 






    	 	76	 



     

    

 


such insurance at the expense of Borrowers. All policies shall provide for at least thirty (30) days prior written notice
(or such other amount of notice as agreed to by Agent in its Permitted Discretion) to Agent of any cancellation or reduction of
coverage and that Agent may act as attorney for Borrowers in obtaining, and at any time an Event of Default exists or has occurred
and is continuing, adjusting, settling, amending and canceling such insurance. Borrowers shall cause Agent to be named as a loss
payee and an additional insured (but without any liability for any premiums) under such insurance policies and Borrowers shall
obtain non-contributory lender’s loss payable endorsements to all insurance policies in form and substance satisfactory
to Agent. Such lender’s loss payable endorsements shall specify that the proceeds of such insurance shall be payable to
Agent, for the ratable benefit of Lenders, as its interests may appear and further specify that Agent shall be paid regardless
of any act or omission by Borrowers or any of their affiliates. Subject to the provisions of the deeds of trust executed by M2
in favor of Agent, at its option, Agent may apply any insurance proceeds received by Agent at any time to the cost of repairs
or replacement of Collateral and/or to payment of the Obligations (or, with respect to Collateral of the Canadian Borrowers, to
payment of the Canadian Obligations), whether or not then due, in any order and in such manner as Agent may determine or hold
such proceeds as cash collateral for the Obligations (or Canadian Obligations, as applicable). Borrowers shall maintain flood
insurance with respect to any real property which constitutes Collateral as requested by any Lender to the extent necessary to
comply with any applicable law or regulation.


 


9.6Financial
Statements and Other Information.


 


(a)Borrowers
shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in
relation to the Collateral and the business of Borrowers and their subsidiaries (if any) in accordance with GAAP and Borrowers
shall furnish or cause to be furnished to Agent: (i) on or before the earlier of the forty-fifth (45th) day after the end of each
fiscal month or, for any fiscal month ending on the last day of a fiscal quarter, the date on which U.S. Borrowers file their
Form 10Q with the Securities and Exchange Commission for such fiscal quarter, monthly unaudited internally prepared consolidated
and consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash
flow and statements of shareholders’ equity) as of the end of and through such fiscal month, all in reasonable detail, which
financial statements shall be prepared honestly and in good faith (provided that where such fiscal month does not end on the last
day of a fiscal quarter, Agent understands that such financial statements are based upon preliminary information available at
the time of preparation of such financial statements and may therefore not be complete and fairly present the financial position
and the results of the operations of Borrowers and their subsidiaries, provided, that, if the average daily Excess
Availability during any fiscal quarter (as determined on the dates on which Agent approves the weekly borrowing base certificates
provided pursuant to clause (a) of Section 7.1 hereof) is not less than the greater of Twelve Million Five Hundred Thousand Dollars
($12,500,000) or ten percent (10%) of the amount available to be borrowed pursuant to clause (a) of Section 2.1 hereof, (but in
any event no more than ten percent (10%) of the Maximum Credit) and so long as no Event of Default has occurred and is continuing,
then during the immediately following fiscal quarter, such financial statements may be provided on a fiscal quarter basis on or
before the earlier of the forty-fifth (45th) day after the end of such fiscal quarter or the date on which U.S. Borrowers file
their Form 10Q with the Securities and Exchange Commission for


 






    	 	77	 



     

    

 


such fiscal quarter, (ii) within ninety (90) days after the end
of each fiscal year, audited consolidated and consolidating financial statements of Borrowers and their subsidiaries (including
in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders’ equity),
and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the
operations of Borrowers and their subsidiaries as of the end of and for such fiscal year, together with the opinion of independent
certified public accountants, which accountants shall be an independent accounting firm selected by Borrowers and reasonably acceptable
to Agent, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations
and financial condition of Borrowers and their subsidiaries as of the end of and for the fiscal year then ended, and (iii) at
Agent’s request, within thirty (30) days after the start of each fiscal year, Projections, in form and substance (including
as to scope and underlying assumptions) reasonably satisfactory to Agent, for the forthcoming fiscal year, quarter by quarter.
Annual and quarterly financials delivered in accordance with this Section 9.6(a) shall be certified by the chief financial officer
of PCM as being such officer’s good faith estimate of the financial performance of Borrowers during the periods covered
thereby. Notwithstanding anything to the contrary contained herein, with respect to Projections Borrowers represent only that
such information (x) was prepared in good faith based upon assumptions believed to be reasonable at the time delivered, (y) involves
certain risks and uncertainties, and (z) projected results may differ materially from those contained in any financial statements,
SEC or OSC filings or other reports of Borrowers.


 


(b)Borrowers
shall promptly notify Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim
which involves an amount in excess of Two Million Dollars ($2,000,000) and relates to the Collateral or any other property which
is security for the Obligations or which would result in any material adverse change in the Borrowers’ business, properties,
assets, goodwill or condition, financial or otherwise and (ii) the occurrence of any Event of Default or event which, with the
passage of time or giving of notice or both, would constitute an Event of Default.


 


(c)Borrowers
shall promptly after the sending or filing thereof furnish or cause to be furnished to Agent copies of all financial reports which
Borrowers send to their stockholders generally and copies of all reports and registration statements which Borrowers file with
the Securities and Exchange Commission, Ontario Securities Commission, any national or provincial securities exchange or commission
or the Financial Industry Regulatory Authority, Inc.


 


(d)Borrowers
shall furnish or cause to be furnished to Agent such budgets, forecasts, projections and other information in respect of the Collateral
and the business of Borrowers, as Agent may, from time to time, reasonably request. Agent and Lenders are hereby authorized to
deliver a copy of any financial statement or any other information relating to the business of Borrowers to any court or other
government agency with jurisdiction over Agent or such Lenders or, subject to Section 13.5 below, to any participant or assignee
or prospective participant or assignee. Any documents, schedules, invoices or other papers delivered to Agent may be destroyed
or otherwise disposed of by Agent one (1) year after the same are delivered to Agent, except as otherwise designated by Borrowers
to Agent in writing.


 






    	 	78	 



     

    

 


(e)Borrowers
shall deliver a Compliance Certificate at the same time they deliver the financial statements required under Section 9.6(a).


 


9.7Sale
of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower shall not, directly or indirectly, (a) merge or amalgamate
into or with or consolidate with any other Person or permit any other Person to merge or amalgamate into or with or consolidate
with it, provided, that (A) any U.S. Borrower may merge or amalgamate into or with or consolidate with any U.S.
Borrower upon not less than twenty (20) days prior written notice to Agent, (B) any Canadian Borrower may merge or amalgamate
into or with or consolidate with another Canadian Borrower upon not less than twenty (20) days prior written notice to Agent,
and (C) any Borrower may merge or amalgamate into or consolidate with another Person that is not a Borrower hereunder to effect
a transaction permitted under Section 9.10(d) below so long as the Borrower is the surviving entity, (b) unless otherwise consented
to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, lease, transfer, abandon or
otherwise dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person
(except for (i) sales of Inventory in the ordinary course of business, (ii) the disposition of worn-out or obsolete Equipment
or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and
is continuing, any proceeds are paid to Agent, for the ratable benefit of U.S. Lenders in the case of U.S. Borrowers and Canadian
Lenders in the case of Canadian Borrowers, and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair
market value in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) for all such Equipment disposed of in any single
transaction or in excess of Seven Million Five Hundred Thousand Dollars ($7,500,000) for all such Equipment disposed of in any
fiscal year of Borrowers, (iii) a sale of the Real Estate to the extent permitted under Section 2.6(a), (iv) a sale of
the Adjacent Real Estate to the extent permitted under Section 2.6(b) and (v) any sale, assignment, lease, transfer, or
other disposition of assets from a U.S. Borrower to any other U.S. Borrower or a Canadian Borrower to any other Canadian Borrower),
(c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below), or (d) wind up, liquidate or dissolve or (e)
agree to do any of the foregoing.


 


9.8Encumbrances.
Borrowers shall not create, incur, assume or suffer to exist any security interest, mortgage, pledge, lien, charge or other encumbrance
of any nature whatsoever on any of their assets or properties, including, without limitation, the Collateral, except:


 


(a)the
liens and security interests of Agent for itself and the benefit of Secured Parties;


 


(b)liens
securing the payment of taxes, either not yet delinquent or the validity of which are being contested in good faith by appropriate
proceedings diligently pursued and available to Borrowers and with respect to which adequate reserves have been set aside on their
books;


 


(c)security
deposits in the ordinary course of business;


 






    	 	79	 



     

    

 


(d)non-consensual
statutory liens (other than liens securing the payment of taxes or with respect to Canadian Pension Plans (save for contribution
amounts not yet due)) arising in the ordinary course of Borrowers’ business to the extent:


 


(i)such
liens secure obligations which are not overdue; or


 


(ii)such
liens secure obligations relating to claims or liabilities which are fully insured and being defended at the sole cost and expense
and at the sole risk of the insurer (subject to applicable deductibles) or being contested in good faith by appropriate proceedings
diligently pursued and available to Borrowers, in each case prior to the commencement of foreclosure or other similar proceedings
and with respect to which adequate reserves have been set aside on their books;


 


(e)zoning
restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere
in any material respect with the use of such real property or ordinary conduct of the business of Borrowers as presently conducted
thereon or materially impair the value of the real property which may be subject thereto;


 


(f)purchase
money security interests in Equipment (including capital leases) and purchase money mortgages on real estate, and any refinancings,
modifications, extensions, renewals and replacements thereof, so long as such security interests and mortgages do not apply to
any property of Borrowers other than the Equipment or real estate so acquired and any additions or accessions thereto or proceeds
thereof, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case
may be;


 


(g)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;


 


(h)the
security interests and liens set forth on Schedule 8.4 hereto and


 


(i)
liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance
premiums to the extent the financing is permitted under Section 9.9 hereof.


 


9.9Indebtedness.
Borrowers shall not incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any obligations
or indebtedness, except:


 


(a)the
Obligations;


 


(b)trade
obligations, operating lease obligations and other obligations incurred in the ordinary course of the Borrowers’ business
and not for borrowed money, together with normal accruals in the ordinary course of business not yet due and payable, or with
respect to which the Borrowers are contesting in good faith the amount or validity thereof by appropriate proceedings diligently
pursued and available to Borrowers, and with respect to which adequate reserves have been set aside on their books;


 






    	 	80	 



     

    

 


(c)purchase
money indebtedness (including capital leases) to the extent not incurred or secured by liens (including capital leases) in violation
of any other provision of this Agreement;


 


(d)obligations
or indebtedness set forth on Schedule 9.9 hereto; provided, that, (i) Borrowers may only make regularly scheduled
payments of principal and interest in respect of such indebtedness in accordance with the terms of the agreement or instrument
evidencing or giving rise to such indebtedness as in effect on the date hereof, (ii) Borrowers shall not, directly or indirectly,
(A) amend, modify, alter or change the terms of such indebtedness or any agreement, document or instrument related thereto as
in effect on the date hereof, or (B) except as otherwise permitted under this Agreement, redeem, retire, defease, purchase or
otherwise acquire such indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) Borrowers
shall furnish to Agent all notices or demands in connection with such indebtedness either received by Borrowers or on their behalf,
promptly after the receipt thereof, or sent by Borrowers or on their behalf, concurrently with the sending thereof, as the case
may be;


 


(e)(i)
indebtedness of any U.S. Borrower owing to another U.S. Borrower, (ii) indebtedness of any Canadian Borrower owing to another
Canadian Borrower, (iii) indebtedness of any U.S. Borrower owing to a Canadian Borrower so long as such indebtedness is subordinated
to the Obligations in a manner satisfactory to Agent, and (iv) indebtedness of any Canadian Borrower owing to a U.S. Borrower
to the extent permitted under Section 9.10(g);


 


(f)any
obligations or indebtedness of Borrowers on account of the deferred payment of the Total Consideration (as defined in Section
9.10 hereof) or any earn-outs or similar contingent payments in connection with the acquisition of a Target (as defined in Section
9.10 hereof), to the extent permitted in Section 9.10(d) hereof; provided, however, that no payments may be made
by Borrowers on account thereof (other than with respect to the earn-out payable in connection with the acquisition of Collab9)
unless both before and immediately after giving effect to such payment, Borrowers have at least $10,000,000 in Excess Availability;


 


(g)indebtedness
to the Canadian federal government in an aggregate sum not to exceed Two Million Dollars ($2,000,000) (Canadian) on account of
advances made by the Canadian federal government against rebates payable by it to Borrowers;


 


(h)indebtedness
incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value
cards, purchase cards (including so-called “procurement cards” or “P-cards”), or Cash Management Services;


 


(i)unsecured
indebtedness incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in
the ordinary course of business;


 


(j)indebtedness
of any Borrower entered into in the ordinary course of business pursuant to a Hedge Agreement; provided, that, (i)
such arrangements are with a Bank Product Provider, (ii) such arrangements are not for speculative purposes, and (iii) such indebtedness
shall be unsecured, except to the extent such indebtedness constitutes part of the


 






    	 	81	 



     

    

 


Obligations arising under or pursuant to Hedge
Agreements with a Bank Product Provider that are secured under the terms hereof; and


 


(k)indebtedness
owed to any Person providing property, casualty, liability, or other insurance to any Borrower, so long as the amount of such
indebtedness is not in excess of the amount of the unpaid cost of (including all finance charges owed to any such Person), and
shall be incurred only to defer the cost of, such insurance for the years in which such indebtedness is incurred and such indebtedness
is outstanding only during such years.


 


9.10Loans,
Investments, Guarantees, Etc. Borrowers shall not, directly or indirectly, make any loans or advance money or property to
any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness
or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible
for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing,
except:


 


(a)the
endorsement of instruments for collection or deposit in the ordinary course of business;


 


(b)investments
in:


 


(i)short-term
direct obligations of the United States or Canadian Government;


 


(ii)negotiable
certificates of deposit or guaranteed investment certificates issued by any bank satisfactory to Agent, payable to the order of
the Borrowers or to bearer and delivered to Agent;


 


(iii)commercial
paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Agent, Borrowers shall
take such actions as are deemed necessary by Agent to perfect the security interest of Agent and Lenders in such investments;


 


(c)the
guarantees set forth in the Information Certificates;


 


(d)Borrowers
may (A) acquire not less than a majority of the issued and outstanding capital stock of another Person, or all or a substantial
part of the assets of another Person or of a division of another Person (each, a “Target”) directly or indirectly
through a New Subsidiary (as defined below), through another subsidiary or subsidiaries formed for the purpose of effecting any
such acquisition in a single or series of related transactions, or through any other subsidiary of a Borrower, and (B) form a
new wholly-owned subsidiary (a “New Subsidiary”) and make investments in such New Subsidiary (“Subsidiary
Investments”), in each case, subject to the satisfaction in full of all of the following conditions precedent:


 


(i)The
subject Target or New Subsidiary (as applicable) shall be in the same or similar type of business as Borrowers;


 


(ii)The
aggregate sum of (A) the purchase price for the subject Target and any related Targets plus any other consideration payable in
connection with the sale of the


 






    	 	82	 



     

    

 


Target and any related Targets, excluding any earn-outs and similar contingent payments, excluding
any obligations or indebtedness of the Target that are assumed (as permitted by Section 9.9 hereof) and excluding any capital
stock of PCM (the “Total Consideration”) or the amount of the subject Subsidiary Investments (as applicable),
plus (B) the aggregate sum of the Total Consideration for all Targets acquired by Borrowers after the Fourth Amendment Effective
Date shall not exceed Fifty Million Dollars ($50,000,000) during the term of this Agreement after the date hereof and Twenty Million
Dollars ($20,000,000) during any fiscal year;


 


(iii)As
of the date of the acquisition of the subject Target and any related Targets or the making of the subject Subsidiary Investments
(as applicable) and after giving effect thereto, the Average 30 Day Excess Availability would not be less than $17,000,000;


 


(iv)The
subject Target shall be acquired in accordance with applicable laws free and clear of any security interest, mortgage, pledge,
lien, charge or other encumbrance except as permitted in Section 9.8 hereof, and free and clear of any obligations or indebtedness
except as permitted in Section 9.9 hereof;


 


(v)Any
portion of the Total Consideration (excluding any earn-outs and similar contingent payments) that is not payable on the closing
of the acquisition of the subject Target shall, to the extent a Borrower is obligated to make payment thereof, be subordinated
in a manner satisfactory to Agent or, at Borrowers’ option, Agent may establish an Availability Reserve for such portion
of the Total Consideration;


 


(vi)The
subject Target and the Person acquiring the subject Target or the subject New Subsidiary (as applicable) shall guarantee the Obligations,
and the assets and capital stock of the subject Target and such Person or the subject New Subsidiary (as applicable) shall be
pledged to Agent, all pursuant to documents in form and substance satisfactory to Agent and in accordance with Section 9.20; provided,
that if such Target, Person acquiring the subject Target or subject New Subsidiary is incorporated or organized under the laws
of Canada or any territory or province thereof, such guarantee shall be limited to the Canadian Obligations.


 


(vii)No
Event of Default, or event that with notice or lapse of time or both would constitute an Event of Default, shall have occurred
and be continuing or would result from the acquisition of the subject Target or the making of the subject Subsidiary Investments
(as applicable);


 


(viii)Borrowers
shall give prior written notice to Agent of the acquisition of the subject Target or the making of the subject Subsidiary Investments
as soon as reasonably practicable, but in no event less than fifteen (15) calendar days prior to the closing thereof if the Total
Consideration for the subject Target and any related Targets or the amount of the Subsidiary Investments (as applicable) is greater
than Five Million Dollars ($5,000,000);


 


(ix)Agent
shall have received true, correct and complete copies of the acquisition agreement(s) for the subject Target and all exhibits,
schedules, documents and other agreements relating thereto, together with such financial and other information concerning the
subject Target as Agent may reasonably request; and


 






    	 	83	 



     

    

 


(x)Agent
shall have received such further agreements, documents and instruments, and such further acts shall have been completed, with
respect to the subject Target or New Subsidiary (as applicable), as required by Section 9.17 hereof.


 


At
PCM’s request, but only at the sole election of all Lenders, the subject Target or the Person acquiring the subject Target
or the subject New Subsidiary (as applicable) may be added as a U.S. Borrower or a Canadian Borrower hereunder, as applicable,
by executing and delivering a Joinder Agreement. Upon execution and delivery thereof, such Person shall become a U.S. Borrower
or a Canadian Borrower hereunder, as applicable, and thereupon shall have all of the rights, benefits, duties, and obligations
in such capacity under the Financing Agreements. Regardless of whether the subject Target or the Person acquiring the subject
Target or the subject New Subsidiary (as applicable) is or becomes a borrower hereunder, and regardless of whether the Accounts
and Inventory of the subject Target or New Subsidiary qualify under the definition of “Eligible Accounts” and “Eligible
Inventory” in this Agreement, the inclusion of such Accounts and Inventory in Eligible Accounts and Eligible Inventory shall
be subject to:


 


(xi)Agent’s
receipt and approval of full written appraisals as to the inventory of the subject Target or New Subsidiary in form, scope and
methodology reasonable acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent, and upon which
Agent is expressly permitted to rely;


 


(xii)The
completion of a field examination by Agent of the subject Target or New Subsidiary with results reasonably satisfactory to Agent;


 


(xiii)Such
additional eligibility criteria, Availability Reserves and percentage advance rates as Agent shall establish in its commercially
reasonable discretion in light of the foregoing appraisals and field examination; and


 


(xiv)The
chief executive office and jurisdiction of organization of the subject Target or New Subsidiary (as applicable) shall be in the
United States or Canada, and in any event, only those Accounts generated and invoiced from the United States or Canada and that
Inventory located in the United States or Canada may be deemed Eligible Accounts or Eligible Inventory;


 


(e)(i)
subject to any applicable subordination requirement set forth in Section 9.9(e), any Borrower may make loans or advances to, or
investments in, a U.S. Borrower, and may guaranty, assume, endorse or otherwise become responsible for the indebtedness or obligations
of a U.S. Borrower, and (ii) any Canadian Borrower may make loans or advances to, or investments in, another Canadian Borrower,
and may guaranty, assume, endorse or otherwise become responsible for the indebtedness or obligations of another Canadian Borrower.


 


(f)Borrowers
may make advances to their employees not to exceed Two Million Dollars ($2,000,000) in the aggregate outstanding (for all Borrowers)
at any time;


 


(g)U.S.
Borrowers may make loans or advances to, or investments in, any Canadian Borrower, so long as: (i) such Canadian Borrower is a
wholly owned subsidiary of PCM; (ii) the aggregate amount of all such loans, advances and investments outstanding at any time,
does not exceed $5,000,000 from the date hereof; and (iii) no Event of Default has


 






    	 	84	 



     

    

 


occurred and is continuing at the time of any
such loan, advance or investment, or would result therefrom;


 


(h)Borrowers
may make acquisitions of or investments in properties numbered 1 through 3 listed on Schedule 9.10, so long as (i) the aggregate
amount of such acquisitions and investments, together with any acquisition costs, property improvements and purchase money financing
related thereto (excluding acquisitions, investments, costs or improvements made from the identifiable net proceeds of the sale
or refinance of the Real Estate within 180 days of receipt by Borrowers of the net proceeds thereof), does not exceed $20,000,000
during the term of this Agreement after the Fourth Amendment Effective Date, (ii) the Borrowers have at least $10,000,000 in Excess
Availability both before and after giving effect to each such acquisition or investment, and (iii) no Event of Default has occurred
and is continuing at the time of any such acquisition or investment, or would result therefrom;


 


(i)Borrowers
may make acquisitions of or investments in the properties numbered 4 and 5 listed on Schedule 9.10, so long as: (i) the Borrowers
have at least $10,000,000 in Excess Availability both before and after giving effect to each such acquisition or investment, and
(ii) no Event of Default has occurred and is continuing at the time of any such acquisition or investment, or would result therefrom;


 


(j)Borrowers
may make acquisitions of or investments in real estate, in each case, to the extent made from the net proceeds of the sale or
refinancing of the Real Estate, so long as: (i) the Borrowers have at least $10,000,000 in Excess Availability both before and
after giving effect to each such acquisition or investment, and (ii) no Event of Default has occurred and is continuing at the
time of any such acquisition or investment, or would result therefrom; and


 


(k)the
U.S. Borrowers may guarantee the Canadian Obligations pursuant to the Financing Agreements.


 


9.11Dividends
and Redemptions. Borrowers shall not, directly or indirectly, declare or pay any dividends on account of any shares of any
class of capital stock of Borrowers now or hereafter outstanding (except, directly or indirectly, to PCM), or set aside or otherwise
deposit or invest any sums for such purpose, or redeem, retire, defease, purchase, repurchase, recapitalize or otherwise acquire
(except, directly or indirectly, from PCM) any shares of any class of capital stock (or set aside or otherwise deposit or invest
any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution
(by reduction of capital or otherwise) in respect of any such shares (except, directly or indirectly, to PCM) or agree to do any
of the foregoing; provided, that, PCM may repurchase a portion of its capital stock so long as (a) the aggregate
sum of all payments made on account of such repurchases shall not exceed Ten Million Dollars ($10,000,000) from the date hereof,
(b) the Average 30 Day Excess Availability after giving effect to any such repurchase shall not be less than the Excess Availability
Threshold then in effect on the date of such repurchase, and (c) no Event of Default has occurred and is continuing or would result
from any such repurchase.


 


9.12Transactions
with Affiliates. Borrowers shall not enter into any transaction for the purchase, sale or exchange of property or the rendering
of any service to or by any Affiliate,


 






    	 	85	 



     

    

 





except
(a) transactions between U.S. Borrowers, (b) transactions between Canadian Borrowers, or (c) in the ordinary course of and pursuant
to the reasonable requirements of Borrowers’ business and upon fair and reasonable terms no less favorable to the Borrowers
than Borrowers would obtain in a comparable arm’s length transaction with an unaffiliated person.


 


9.13Additional
Accounts. Borrowers shall not, directly or indirectly, open, establish or maintain any deposit account, investment account,
credit card or check processing account or any other account with any bank or other financial institution, other than the Blocked
Accounts and the accounts set forth in the Information Certificates, except: (a) as to any new or additional Blocked Accounts
and other such new or additional accounts which contain any Collateral or proceeds thereof, with the prior written consent of
Agent and subject to such conditions thereto as Agent may establish and (b) as to any accounts used by Borrowers to make payments
of payroll, taxes or other obligations to third parties, after prior written notice to Agent.


 


9.14Compliance
with ERISA; Canadian Pension Plans. (a) Borrowers shall not with respect to any “employee pension benefit plans”
maintained by Borrowers or any of their ERISA Affiliates:


 


(a)(i)terminate
any of such employee pension benefit plans so as to incur any liability to the Pension Benefit Guaranty Corporation established
pursuant to ERISA;


 


(ii)allow
or fail to correct promptly after discovery thereof any prohibited transaction involving any of such employee pension benefit
plans or any trust created thereunder which would subject Borrowers or such ERISA Affiliate to a tax or penalty or other liability
on prohibited transactions imposed under Section 4975 of the Code or ERISA;


 


(iii)fail
to pay to any such employee pension benefit plan any contribution which they are obligated to pay under Section 302 of ERISA,
Section 412 of the Code or the terms of such plan;


 


(iv)allow
or suffer to exist any accumulated funding deficiency, whether or not waived, with respect to any such employee pension benefit
plan;


 


(v)allow
or suffer to exist any occurrence of a reportable event or any other event or condition which presents a material risk of termination
by the Pension Benefit Guaranty Corporation of any such employee pension benefit plan that is a single employer plan, which termination
could result in any liability to the Pension Benefit Guaranty Corporation; or


 


(vi)incur
any withdrawal liability with respect to any multiemployer pension plan.


 


(b)As
used in this Section 9.14, the term “employee pension benefit plans,” “employee benefit plans”, “accumulated
funding deficiency” and “reportable event” shall have the respective meanings assigned to them in ERISA, and
the term “prohibited transaction” shall have the meaning assigned to it in Section 4975 of the Code and ERISA.


 


(c)No
Borrower shall: (i) contribute to or assume an obligation to contribute to any Canadian Defined Benefit Pension Plan, without
the prior written consent of Agent; or (ii)


 




    	 	86	 



     

    

 


acquire
an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the five-year period preceding
such acquisition has sponsored, maintained, or contributed to a Canadian Defined Benefit Pension Plan, without the prior written
consent of Agent.


 


9.15Fixed
Charge Coverage Ratio. If as of any date of determination a FCCR Triggering Event shall have occurred, Borrowers shall have
a Fixed Charge Coverage Ratio, calculated as of the end of the last quarter (on a trailing four-quarter basis) immediately preceding
such date of determination for which financial statements have most recently been delivered pursuant to Section 9.6(a)(i), of
at least 1.0:1.0.


 


9.16Costs
and Expenses. Borrowers shall pay to Agent, for itself and the ratable benefit of Secured Parties, on demand all reasonable
costs, expenses, filing fees and taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording,
administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s and Lenders’ rights in
the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any
amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof
and thereof, including, but not limited to:


 


(a)all
reasonable costs and expenses of filing or recording (including Uniform Commercial Code financing statement filing taxes and fees,
documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable);


 


(b)all
reasonable costs and expenses and fees for title insurance and other insurance premiums, environmental audits, surveys, assessments,
engineering reports and inspections, appraisal fees and search fees;


 


(c)reasonable
costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining
the Blocked Accounts, together with Agent’s and Lender’s customary charges and fees with respect thereto;


 


(d)customary
charges, fees or expenses charged by any bank or issuer in connection with the Letter of Credit Accommodations;


 


(e)reasonable
costs and expenses of preserving and protecting the Collateral;


 


(f)reasonable
costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests
and liens of Agent, for itself and the ratable benefit of Secured Parties, selling or otherwise realizing upon the Collateral,
and otherwise enforcing the provisions of this Agreement and the other Financing Agreements or defending any claims made or threatened
against Agent and/or Lenders arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations
for and consultations concerning any such matters);


 


(g)all
reasonable out-of-pocket expenses and costs incurred by Agent’s examiners or internal or external auditors in the conduct
of their periodic field examinations of the Collateral and Borrowers’ operations, plus a per diem charge at the rate of
One Thousand


 




    	 	87	 



     

    

 


Dollars
($1,000) per person per day for such examiners or internal or external auditors in the field and office; and


 


(h)the
reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing.


 


In
addition to the foregoing, the Borrowers shall pay the Agent’s and each Lender’s reasonable documented costs and expenses
(including reasonable documented attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating,
enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,”
a “restructuring,” or an insolvency proceeding concerning any Borrower or in exercising rights or remedies under the
Financing Agreements), or defending the Financing Agreements, irrespective of whether a lawsuit or other adverse proceeding is
brought, or in taking any enforcement action with respect to the Collateral.


 


9.17Further
Assurances. At the request of Agent or any Lender at any time and from time to time, Borrowers shall, at their expense, duly
execute and deliver, or cause to be duly executed and delivered, such further agreements, documents and instruments, and do or
cause to be done such further acts as may be necessary or proper to evidence, perfect, maintain and enforce the security interests
and the priority thereof in the Collateral and to otherwise effectuate the provisions or purposes of this Agreement or any of
the other Financing Agreements. Agent may at any time and from time to time request a certificate from an officer of Borrowers
representing on behalf of Borrowers that all conditions precedent to the making of Loans and providing Letter of Credit Accommodations
contained herein are satisfied. In the event of such request by Agent, Agent and Lenders may, at Agent’s option, cease to
make any further Loans or provide any further Letter of Credit Accommodations until Agent has received such certificate and, in
addition, Agent has determined that such conditions are satisfied. Where permitted by law, Borrowers hereby authorizes Agent and
any Lender to execute and file one or more UCC or PPSA financing statements signed only by Agent and any Lender as deemed appropriate
by Agent to perfect Agent’s and Lender’s security interests in the Collateral.


 


9.18Sanction
Laws and Regulations. 


 


(a)The
Borrowers shall not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund any activities or business of or with
any Designated Person, or in any country or territory, that at the time of such funding is the subject of any sanctions under
any Sanctions Laws and Regulations , or (ii) in any other manner that would result in a violation of any Sanctions Laws and Regulations
by any party to this Agreement.


 


(b)None
of the funds or assets of the Borrowers that are used to pay any amount due pursuant to this Agreement shall constitute funds
obtained from transactions with or relating to Designated Persons or countries which are the subject of Sanctions under any Sanctions
Laws and Regulations.


 


9.19Use
of Proceeds. No Borrower will request any Loan or Letter of Credit Accommodation, and no Borrower shall use, and each Borrower
shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the


 




    	 	88	 



     

    

 


proceeds
of any Loan or Letter of Credit Accommodation (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, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation
incorporated in the United States or Canada, or (C) in any manner that would result in the violation of any Sanctions applicable
to any party hereto.


 


Formation
of Subsidiaries. Each Borrower will, at the time that any Borrower or Obligor forms any direct or indirect Canadian Subsidiary
or U.S. Subsidiary or acquires any direct or indirect Canadian Subsidiary or U.S. Subsidiary after the date hereof, within 10
days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion): (a) cause any such new
Subsidiary that is a U.S. Subsidiary to become an Obligor hereunder or, at the election of the Lenders, a U.S. Borrower hereunder,
and assume all obligations and liabilities of Obligors or U.S. Borrowers hereunder, as applicable, and agree to be bound by all
of the provisions of this Agreement as if it had been an original signatory hereto as an Obligor or U.S. Borrower, as applicable,
together with such other security agreements, as well as appropriate financing statements, all in form and substance reasonably
satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to liens permitted under Section
9.8 hereof) in and to the assets of such newly formed or acquired Subsidiary unless expressly not required by the Financing Agreements);
(b) cause any such new Subsidiary that is a Canadian Subsidiary to become an Obligor hereunder with respect to the Canadian Obligations
or, at the election of the Lenders, a Canadian Borrower hereunder, and assume all obligations and liabilities of Obligors or Canadian
Borrowers hereunder, as applicable, and agree to be bound by all of the provisions of this Agreement as if it had been an original
signatory hereto as an Obligor or Canadian Borrower, as applicable, together with such other security agreements or joinders thereto,
as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient
to grant Agent a first priority Lien (subject to liens permitted under Section 9.8 hereof) in and to the assets of such newly
formed or acquired Subsidiary unless expressly not required by the Financing Agreements); and (c) provide to Agent all other documentation,
including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect
to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed
or issued pursuant to this Section 9.20 shall constitute a Financing Agreement. 


 


9.21Post-Closing
Obligations.


 


(a)Notwithstanding
anything to the contrary in Section 6.3, Canadian Borrowers shall have until thirty (30) days after the date hereof (or such longer
period as agreed to by Agent in its sole discretion) to perform and comply with their obligations set forth in (i) Section 6.3(a)(i),
(ii) the first three sentences of Section 6.3(a)(ii), and (iii) the first sentence of Section 6.3(c).


 


(b)Within
fifteen (15) days of the date hereof (or such longer period as agreed to by Agent in its sole discretion), the Borrowers shall
deliver to Agent insurance


 




    	 	89	 



     

    

 


endorsements
with respect to the Canadian Borrowers as required pursuant to the terms of the Financing Agreements.


 


SECTION
10. EVENTS OF DEFAULT AND REMEDIES.


 


10.1Events
of Default. The occurrence or existence of any one or more of the following events are referred to herein individually as
an “Event of Default,” and collectively as “Events of Default”:


 


(a)(i)
Borrowers fail to pay when due any principal amount on the Loans, (ii) Borrowers fail to pay any other Obligations within two
(2) Business Days after the same become due and payable or (iii) any Borrower or any Obligor fails to perform any of the covenants
contained in this Agreement or the other Financing Agreements and such failure shall continue for thirty (30) days; provided,
that, such thirty (30) day period shall not apply in the case of (A) any failure to observe any such covenant which is
not capable of being cured at all or within such thirty (30) day period or which has been the subject of a prior failure within
the preceding four (4) month period, (B) any failure by Borrowers to pursue a cure diligently and promptly during such thirty
(30) day period, or (C) a violation of Section 9.19;


 


(b)any
representation, warranty or statement of fact made by any Borrower to Agent or any Lender in this Agreement, the other Financing
Agreements or any other agreement, schedule, confirmatory assignment or otherwise shall when made or deemed made be false or misleading
in any material respect;


 


(c)any
Obligor revokes, terminates or fails to perform any of the terms, covenants, conditions or provisions of any guarantee, endorsement
or other agreement of such party in favor of Agent or any Lender;


 


(d)any
judgment for the payment of money (excluding any portion thereof covered by insurance) is rendered against any of Borrowers or
Obligors in excess of One Million Dollars ($1,000,000) in any one case or in excess of Five Million Dollars ($5,000,000) in the
aggregate and shall remain undischarged or unvacated for a period in excess of thirty (30) days or execution shall at any time
not be effectively stayed, or any material judgment other than for the payment of money, or injunction, attachment, garnishment
or execution is rendered against any of Borrowers or Obligors or any of their assets;


 


(e)any
Obligor (being a natural person or a general partner of an Obligor which is a partnership) dies or any Borrower or any Obligor,
which is a partnership, limited liability company, or corporation, dissolves or suspends or discontinues doing business;


 


(f)any
Borrowers or any Obligor becomes insolvent (however defined or evidenced), makes an assignment for the benefit of creditors, makes
or sends notice of a bulk transfer or calls a meeting of its creditors or principal creditors;


 


(g)a
case or proceeding or proposal under the bankruptcy or restructuring or corporate laws of the United States of America or Canada
now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation
law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity) is filed against


 




    	 	90	 



     

    

 


any
Borrower or any Obligor or all or any part of its properties and such petition or application is not dismissed within forty five
(45) days after the date of its filing or any Borrower or any Obligor shall file any answer admitting or not contesting such petition
or application or indicates its consent to, acquiescence in or approval of, any such action or proceeding or the relief requested
is granted sooner;


 


(h)a
case or proceeding or proposal under the bankruptcy or restructuring or corporate laws of the United States of America or Canada
now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation
law or statute of any jurisdiction now or hereafter in effect (whether at a law or equity) is filed by any Borrower or any Obligor
or for all or any part of its property;


 


(i)any
default by any Borrower or any Obligor under any agreement, document or instrument relating to any indebtedness for borrowed money
or secured indebtedness owing to any person other than Agent or any Lender, or any capitalized lease obligations, contingent indebtedness
in connection with any guarantee, letter of credit, indemnity or similar type of instrument in favor of any person other than
Lender, in excess of Five Million Dollars ($5,000,000) in the aggregate, which default continues for more than the applicable
cure period, if any, with respect thereto, or any default by any Borrower or any Obligor under any material contract, lease, license
or other obligation to any person other than Agent and Lenders, which default continues for more than the applicable cure period,
if any, with respect thereto, unless (in each case and without limiting Agent’s rights to establish Availability Reserves
for any such defaults) such defaults are being contested in good faith by appropriate proceedings diligently pursued;


 


(j)the
acquisition by any Person (other than Frank Khulusi or Sam Khulusi) of the capital stock of PCM if the effect of such acquisition
is that such Person together with any of its affiliates hold, directly or indirectly, fifty percent (50%) or more of the issued
and outstanding capital stock of PCM;


 


(k)the
indictment or conviction of any Borrower or any Obligor under any criminal statute, pursuant to which statute the penalties or
remedies sought or available may reasonably be expected to lead to forfeiture of any of the property of such Borrower or such
Obligor;


 


(l)this
Agreement or any other Financing Agreement that purports to create a lien, shall, for any reason, fail or cease to create a valid
and perfected and, except to the extent of liens permitted under Section 9.8 hereof, first priority lien on the Collateral covered
thereby, except (a) as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement,
(b) with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time, $6,000,000,
or (c) as the result of an action or failure to act on the part of Agent; or


 


(m)there
shall be an Event of Default as defined in any of the other Financing Agreements.


 




    	 	91	 



     

    

 


10.2Remedies.


 


(a)At
any time an Event of Default exists or has occurred and is continuing, Agent and Lenders shall have all rights and remedies provided
in this Agreement, the other Financing Agreements, the Uniform Commercial Code, the PPSA and other applicable law, all of which
rights and remedies may be exercised without notice to or consent by any Borrower or any Obligor, except as such notice or consent
is expressly provided for hereunder or required by applicable law. All rights, remedies and powers granted to Agent and Lenders
hereunder, under any of the other Financing Agreements, the Uniform Commercial Code, the PPSA or other applicable law, are cumulative,
not exclusive and enforceable, in Agent’s discretion, alternatively, successively, or concurrently on any one or more occasions,
and shall include, without limitation, the right to apply to a court of equity for an injunction to restrain a breach or threatened
breach by Borrowers of this Agreement or any of the other Financing Agreements. Subject to Section 12 hereof, Agent shall, upon
the direction of the Required Lenders, at any time or times an Event of Default has occurred and is continuing, proceed directly
against Borrowers or any Obligor to collect the Obligations without prior recourse to the Collateral.


 


(b)Without
limiting the foregoing, at any time an Event of Default exists or has occurred and is continuing, Agent may, and upon the direction
of the Required Lenders, shall (i) accelerate the payment of all Obligations and demand immediate payment thereof to Agent, for
the ratable benefit of Lenders (provided, that, upon the occurrence of any Event of Default described in Sections
10.1(g) and 10.1(h), all Obligations shall automatically become immediately due and payable), (ii) with or without judicial process
or the aid or assistance of others, enter upon any premises on or in which any of the Collateral may be located and take possession
of the Collateral or complete processing, manufacturing and repair of all or any portion of the Collateral, (iii) require Borrowers,
at Borrowers’ expense, to assemble and make available to Agent any part or all of the Collateral at any place and time designated
by Agent, (iv) collect, foreclose, receive, appropriate, setoff and realize upon any and all Collateral, (v) remove any or all
of the Collateral from any premises on or in which the same may be located for the purpose of effecting the sale, foreclosure
or other disposition thereof or for any other purpose, (vi) sell, lease, transfer, assign, deliver or otherwise dispose of any
and all Collateral (including, without limitation, entering into contracts with respect thereto, public or private sales at any
exchange, broker’s board, at any office of Agent or elsewhere) at such prices or terms as Agent may deem reasonable, for
cash, upon credit or for future delivery, with the Agent or any Lender having the right to purchase the whole or any part of the
Collateral at any such public sale, all of the foregoing being free from any right or equity of redemption of Borrowers, which
right or equity of redemption is hereby expressly waived and released by Borrowers and/or (vii) terminate this Agreement. If any
of the Collateral is sold or leased by Agent upon credit terms or for future delivery, the Obligations shall not be reduced as
a result thereof until payment therefor is finally collected by Agent, for the ratable benefit of Lenders. If notice of disposition
of Collateral is required by law, ten (10) days prior notice by Agent to Borrowers designating the time and place of any public
sale or the time after which any private sale or other intended disposition of Collateral is to be made, shall be deemed to be
reasonable notice thereof and Borrowers waives any other notice. In the event Agent institutes an action to recover any Collateral
or seeks recovery of any Collateral by way of prejudgment remedy, Borrowers waive the posting of any bond which might otherwise
be required.


 




    	 	92	 



     

    

 


(c)Agent
may apply the cash proceeds of Collateral actually received by it from any sale, lease, foreclosure or other disposition of the
Collateral to payment of the Obligations, in whole or in part and in such order as Agent may elect, whether or not then due. Notwithstanding
the foregoing, the cash proceeds of Collateral of the Canadian Borrowers (which at the time such proceeds are received by the
Agent are either identified as such by the Canadian Borrowers or known as such by Agent) shall be applied solely to the Canadian
Obligations. Borrowers shall remain liable to Agent and Lenders for the payment of any deficiency with interest at the highest
rate provided for herein and all costs and expenses of collection or enforcement, including attorneys’ fees and legal expenses.


 


(d)Without
limiting the foregoing, upon the occurrence of an Event of Default, Agent may, and upon the direction of the Required Lenders,
shall, without notice, (i) cease making Loans or arranging Letter of Credit Accommodations or reduce the lending formulas or amounts
of Loans and Letter of Credit Accommodations available to Borrowers and/or (ii) terminate any provision of this Agreement providing
for any future Loans or Letter of Credit Accommodations to be made by Agent or Lenders to Borrowers.


 


SECTION
11. JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW.


 


11.1Governing
Law; Choice of Forum; Service of Process; Jury Trial Waiver; Judicial Reference.


 


(a)The
validity, interpretation and enforcement of this Agreement and the other Financing Agreements and any dispute arising out of the
relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws
of the State of California (without giving effect to principles of conflicts of law); provided, however, that if
the laws of any jurisdiction other than California shall govern in regard to the validity, perfection or effect of perfection
of any lien or in regard to procedural matters affecting enforcement of any liens in collateral, such laws of such other jurisdictions
shall continue to apply to that extent.


 


(b)Borrowers,
Agent and Lenders irrevocably consent and submit to the non-exclusive jurisdiction of the state courts of the County of Los Angeles,
State of California and of the United States District Court for the Central District of California and waive any objection based
on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement
or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties
hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in
each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute
with respect to any such matters shall be heard only in the courts described above (except that Agent or any Lender shall have
the right to bring any action or proceeding against Borrowers or their property in the courts of any other jurisdiction which
such Person deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Borrowers
or their property).


 




    	 	93	 



     

    

 


(c)Borrowers
hereby waive personal service of any and all process upon them and consent that all such service of process may be made by certified
mail (return receipt requested) directed to their address set forth on the signature pages hereof and service so made shall be
deemed to be completed five (5) Business Days after the same shall have been so deposited in the U.S. mails, or, at Agent’s
or any Lender’s option, by service upon Borrowers in any other manner provided under the rules of any such courts. Within
thirty (30) days after such service or such other period as provided by applicable law, Borrowers shall appear in answer to such
process, failing which Borrowers shall be deemed in default and judgment may be entered by Agent or any Lender against Borrowers
for the amount of the claim and other relief requested.


 


(d)BORROWERS,
AGENT AND EACH LENDER HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER
THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO
OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. BORROWERS,
AGENT AND EACH LENDER HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


(e)Neither
Agent nor any Lender shall have any liability to Borrowers (whether in tort, contract, equity or otherwise) for losses suffered
by Borrowers in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this
Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable
judgment or court order binding on such Person, that the losses were the result of acts or omissions constituting gross negligence
or willful misconduct.


 


(f)If
any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any
of the transactions contemplated by this Agreement or any other Financing Agreement, (a) the court shall, and is hereby directed
to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear and determine
all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that
at the option of Agent, any such issues pertaining to a ‘provisional remedy’ as defined in California Code of Civil
Procedure Section 1281.8 shall be heard and determined by the court, and (b) Borrowers shall be solely responsible to pay all
fees and expenses of any referee appointed in such action or proceeding.


 


11.2Waiver
of Notices. Borrowers hereby expressly waive demand, presentment, protest and notice of protest and notice of dishonor with
respect to any and all instruments and commercial paper, included in or evidencing any of the Obligations or the Collateral, and
any and all other demands and notices of any kind or nature whatsoever with respect to the


 




    	 	94	 



     

    

 


Obligations,
the Collateral and this Agreement, except such as are expressly provided for herein and except to the extent such waiver is prohibited
by applicable law. No notice to or demand on Borrowers which Agent or any Lender may elect to give shall entitle Borrowers to
any other or further notice or demand in the same, similar or other circumstances.


 


11.3Amendments
and Waivers.


 


(a)Neither
this Agreement nor any provision hereof shall be amended, modified, waived or discharged orally or by course of conduct, but only
by a written agreement signed as provided in Section 11.3(b) hereof. Neither Agent nor any Lender shall, by any act, delay, omission
or otherwise be deemed to have expressly or impliedly waived any of its rights, powers and/or remedies unless such waiver shall
be in writing and signed by an authorized officer of such Person as provided in Section 11.3(b) hereof. Any such waiver shall
be enforceable only to the extent specifically set forth therein. A waiver by Agent or any Lender of any right, power and/or remedy
on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which Agent or any Lender
would otherwise have on any future occasion, whether similar in kind or otherwise.


 


(b)Neither
this Agreement nor any other Financing Agreement (other than the Fee Letter) nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is in writing signed by Agent and the Required Lenders,
and as to amendments to any of the Financing Agreements, by Borrowers; except, that, any change, waiver, discharge
or termination with respect to the following shall require the consent of Agent and all Lenders:


 


(i)the
extension of the Final Maturity Date;


 


(ii)reduction
in the interest rate or any fees or the extension of the time of payment of interest or any fees or reduction in the principal
amount of any Loan or Letter of Credit Accommodations;


 


(iii)increase
in the Commitments of any Lender over the amount thereof then in effect or provided hereunder (it being understood that a waiver
of any Event of Default shall not constitute a change in the terms of any Commitments of any Lender);


 


(iv)the
release of any Collateral (except as expressly required by the Financing Agreements and except as permitted under Section 12.11(b)
hereof);


 


(v)the
amendment, modification or waiver of: (A) the terms of the following definitions or any provisions relating thereto: Eligible
Accounts, Eligible Adjacent Real Estate, Eligible Real Estate, Eligible Inventory, Excess Availability, Final Maturity Date, Maximum
Credit, Canadian Maximum Credit, Required Lenders or Pro Rata Shares, or (B) any provision of Sections 6.4 or 6.8, or this Section
11.3;


 


(vi)the
consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement; or


 




    	 	95	 



     

    

 


(vii)the
increase in the advance rates or the sublimits set forth in Section 2.1(a) or (b) hereof.


 


(c)Notwithstanding
anything to the contrary contained in Section 11.3(b) above, in the event that Borrowers request that this Agreement or any other
Financing Agreements be amended or otherwise modified in a manner which would require the unanimous consent of all of the Lenders
and such amendment or other modification is agreed to by the Required Lenders, then, with the consent of Borrowers and the Required
Lenders, Borrowers and the Required Lenders may amend this Agreement without the consent of the Lender or Lenders which did not
agree to such amendment or other modification (collectively, the “Minority Lenders”) to provide for (i) the
termination of the Commitments of each of the Minority Lenders (it being understood that (A) if a Lender’s U.S. Revolving
Commitment is terminated in accordance with this Section 11.3(c), then it or its Affiliates Canadian Commitment shall also be
terminated, and (B) if a Lender’s or its Affiliate’s Canadian Revolving Commitment is terminated in accordance with
this Section 11.3(c), then its U.S. Commitment shall also be terminated), (ii) the addition to this Agreement of one or more other
Lenders, or an increase in the Commitments of one or more of the Required Lenders, so that the U.S. Commitments and the Canadian
Commitments, after giving effect to such amendment, shall be in the same aggregate amount as the U.S. Commitments and the Canadian
Commitments immediately before giving effect to such amendment; provided, however, that no such addition or increase
may be made unless after giving effect thereto, the Pro Rata Share of each Lender with respect to its or its Affiliate’s
Canadian Commitments shall equal the Pro Rata Share of such Lender with respect to its or its Affiliate’s U.S. Commitments,
(iii) if any Loans are outstanding at the time of such amendment, the making of such additional Loans by such new Lenders or Required
Lenders, as the case may be, as may be necessary to repay in full the outstanding Loans of the Minority Lenders immediately before
giving effect to such amendment and (iv) the payment of all interest, fees and other Obligations payable or accrued in favor of
the Minority Lenders and such other modifications to this Agreement as Borrowers and the Required Lenders may determine to be
appropriate.


 


(d)The
consent of Agent shall be required for any amendment, waiver or consent affecting the rights or duties of Agent hereunder or under
any of the other Financing Agreements, in addition to the consent of the Lenders otherwise required by this Section.


 


11.4Waiver
of Counterclaims. Borrowers waive all rights to interpose any claims, deductions, setoffs or counterclaims of any nature (other
than compulsory counterclaims) in any action or proceeding with respect to this Agreement, the Obligations, the Collateral or
any matter arising therefrom or relating hereto or thereto.


 


11.5Indemnification.
Borrowers shall indemnify and hold Agent and each Lender, and its directors, agents, employees and counsel (each an “Indemnified
Party”), harmless from and against any and all losses, claims, damages, liabilities, costs or expenses imposed on, incurred
by or asserted against any of them (excluding any of the foregoing with respect to any Indemnified Party to the extent arising
from the gross negligence or willful misconduct of such Indemnified Party) in connection with any litigation, investigation, claim
or proceeding commenced or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or
administration of this Agreement, any other Financing Agreements,


 




    	 	96	 



     

    

 


or
any undertaking or proceeding related to any of the transactions contemplated hereby or any act, omission, event or transaction
related or attendant thereto, including, without limitation, amounts paid in settlement, court costs, and the fees and expenses
of counsel. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 11.5 may be unenforceable
because it violates any law or public policy, Borrowers shall pay the maximum portion which they are permitted to pay under applicable
law to Agent and Lenders in satisfaction of indemnified matters under this Section 11.5. The foregoing indemnity shall survive
the payment of the Obligations and the termination or non-renewal of this Agreement.


 


SECTION
12. THE AGENT


 


12.1Appointment;
Powers and Immunities. Each Lender hereby irrevocably designates, appoints and authorizes Wells Fargo Capital Finance, LLC
to act as Agent hereunder and under the other Financing Agreements with such powers as are specifically delegated to Agent by
the terms of this Agreement and of the other Financing Agreements, together with such other powers as are reasonably incidental
thereto. Agent: (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other
Financing Agreements, and shall not by reason of this Agreement or any other Financing Agreement be a trustee or fiduciary for
any Lender; (b) shall not be responsible to Lenders for any recitals, statements, representations or warranties contained in this
Agreement or in any other Financing Agreement, or in any certificate or other document referred to or provided for in, or received
by any of them under, this Agreement or any other Financing Agreement, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Financing Agreement or any other document referred to or provided
for herein or therein or for any failure by any Borrower or any Obligor or any other Person to perform any of its obligations
hereunder or thereunder; and (c) shall not be responsible to Lenders for any action taken or omitted to be taken by it hereunder
or under any other Financing Agreement or under any other document or instrument referred to or provided for herein or therein
or in connection herewith or therewith, except for its own gross negligence or willful misconduct as determined by a final non-appealable
judgment of a court of competent jurisdiction. Agent may employ agents and attorneys-in-fact and shall not be responsible for
the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. Agent may deem and treat the
payee of any note as the holder thereof for all purposes hereof unless and until the assignment thereof pursuant to an agreement
(if and to the extent permitted herein) in form and substance satisfactory to Agent shall have been delivered to and acknowledged
by Agent.


 


12.2Reliance
By Agent. Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by
telephone, telecopy, telex, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or
on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other
experts selected by Agent. As to any matters not expressly provided for by this Agreement or any other Financing Agreement, Agent
shall in all cases be fully protected in acting, or in refraining from acting, hereunder or thereunder in accordance with instructions
given by the Required Lenders or all of Lenders as is required in such circumstance, and such instructions of such Lenders and
any action taken or failure to act pursuant thereto shall be binding on all Lenders.


 




    	 	97	 



     

    

 


12.3Events
of Default.


 


(a)Agent
shall not be deemed to have knowledge or notice of the occurrence of an Event of Default or other failure of a condition precedent
to the Loans and Letter of Credit Accommodations hereunder, unless and until Agent has received written notice from a Lender,
a Borrower or any Obligor specifying such Event of Default or any unfulfilled condition precedent, and stating that such notice
is a “Notice of Default or Failure of Condition”. In the event that Agent receives such a notice, Agent shall give
prompt notice thereof to the Lenders. Agent shall (subject to Section 12.7) take such action with respect to any such Event of
Default or failure of condition precedent as shall be directed by the Required Lenders; provided, that, unless and
until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to or by reason of such Event of Default or failure of condition precedent, as it shall deem advisable
in the best interest of Lenders. Without limiting the foregoing, and notwithstanding the existence or occurrence and continuance
of an Event of Default or any other failure to satisfy any of the conditions precedent set forth in Section 4 of this Agreement
to the contrary, Agent may, but shall have no obligation to, continue to make Loans and issue or cause to be issued Letter of
Credit Accommodations for the ratable account and risk of U.S. Lenders and Canadian Lenders, as applicable from time to time if
Agent believes making such Loans or issuing or causing to be issued such Letter of Credit Accommodations is in the best interests
of Lenders.


 


(b)Except
with the prior written consent of Agent, no Lender may assert or exercise any enforcement right or remedy in respect of the Loans,
Letter of Credit Accommodations or other Obligations, as against any Borrower or any Obligor or any of the Collateral or other
property of any Borrower or any Obligor.


 


12.4WFCF
in its Individual Capacity. With respect to its Commitments and the Loans made and Letter of Credit Accommodations issued
or caused to be issued by it (and any successor acting as Agent), so long as Wells Fargo Capital Finance, LLC shall be a Lender
hereunder, it shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were
not acting as Agent, and the term “Lender” or “Lenders” shall, unless the context otherwise indicates,
include Wells Fargo Capital Finance, LLC in its individual capacity as Lender hereunder. Wells Fargo Capital Finance, LLC (and
any successor acting as Agent) and its Affiliates may (without having to account therefor to any Lender) lend money to, make investments
in and generally engage in any kind of business with Borrowers and Obligors (and any of their respective subsidiaries or Affiliates)
as if it were not acting as Agent, and Wells Fargo Capital Finance, LLC and its Affiliates may accept fees and other consideration
from Borrowers and Obligors for services in connection with this Agreement or otherwise without having to account for the same
to Lenders.


 


12.5Indemnification.
Lenders agree to indemnify Agent (to the extent not reimbursed by Borrowers hereunder and without limiting the Obligations of
Borrowers hereunder) ratably, in accordance with their Pro Rata Shares, for any and all claims of any kind and nature whatsoever
that may be imposed on, incurred by or asserted against Agent (including by any Lender) arising out of or by reason of any investigation
in or in any way relating to or arising out of this Agreement or any other Financing Agreement or any other documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or thereby (including the


 




    	 	98	 



     

    

 


costs
and expenses that Agent is obligated to pay hereunder) or the enforcement of any of the terms hereof or thereof or of any such
other documents, provided, that, no Lender shall be liable for any of the foregoing to the extent it arises from
the gross negligence or willful misconduct of the party to be indemnified as determined by a final non-appealable judgment of
a court of competent jurisdiction.


 


12.6Non-Reliance
on Agent and Other Lenders. Each Lender agrees that it has, independently and without reliance on Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made its own credit analysis of each Borrower and Obligors
and has made its own decision to enter into this Agreement and that it will, independently and without reliance upon Agent or
any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own
analysis and decisions in taking or not taking action under this Agreement or any of the other Financing Agreements. Agent shall
not be required to keep itself informed as to the performance or observance by any Borrower or any Obligor of any term or provision
of this Agreement or any of the other Financing Agreements or any other document referred to or provided for herein or therein
or to inspect the properties or books of any Borrower or any Obligor. Agent will use reasonable efforts to provide Lenders with
any information received by Agent from any Borrower or any Obligor which is required to be provided to Lenders hereunder and with
a copy of any “Notice of Default or Failure of Condition” received by Agent from any Borrower, any Obligor or any
Lender; provided, that, Agent shall not be liable to any Lender for any failure to do so, except to the extent that
such failure is attributable to Agent’s own gross negligence or willful misconduct as determined by a final non-appealable
judgment of a court of competent jurisdiction. Except for notices, reports and other documents expressly required to be furnished
to Lenders by Agent hereunder, Agent shall not have any duty or responsibility to provide any Lender with any other credit or
other information concerning the affairs, financial condition or business of any Borrower or any Obligor that may come into the
possession of Agent.


 


12.7Failure
to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all
cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to
its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any such action.


 


12.8Additional
Loans. Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders
intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations would cause the aggregate amount of
the total outstanding U.S. Revolving Loans and U.S. Letter of Credit Accommodations to U.S. Borrowers to exceed the amount set
forth in Section 2.1(a) hereof (the “U.S. Borrowing Base”) or would cause the aggregate amount of the total
outstanding Canadian Revolving Loans and Canadian Letter of Credit Accommodations to Canadian Borrowers to exceed the amount set
forth in Section 2.1(b) hereof (the “Canadian Borrowing Base” and together with the U.S. Borrowing Base, each
a “Borrowing Base” and collectively, the “Borrowing Bases”), in any case, without the prior
consent of all Lenders, except, that, Agent may make such additional Loans or provide such additional Letter of
Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit


 




    	 	99	 



     

    

 


Accommodations
will cause the total outstanding U.S. Revolving Loans and U.S. Letter of Credit Accommodations to U.S. Borrowers to exceed the
U.S. Borrowing Base, or will cause the total outstanding Canadian Revolving Loans and Canadian Letter of Credit Accommodations
to Canadian Borrowers to exceed the Canadian Borrowing Base as Agent may deem necessary or advisable in its discretion, provided,
that: (a) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower
which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or
exceed the applicable Borrowing Base shall not exceed the amount equal to ten percent (10%) of such Borrowing Base at the time
and shall not cause the total outstanding principal amount of the Loans, Letter of Credit Accommodations and Special Agent Advances
to exceed the Maximum Credit or the total outstanding principal amount of the Canadian Revolving Loans, Canadian Letter of Credit
Accommodations and Special Agent Advances to Canadian Borrowers to exceed the Canadian Maximum Credit, and (b) without the consent
of all Lenders, Agent shall not make any such additional Loans or Letter of Credit Accommodations more than ninety (90) days from
the date of the first such additional Loans or Letter of Credit Accommodations. Each Lender shall be obligated to pay Agent the
amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations provided that Agent is acting in
accordance with the terms of this Section 12.8.


 


12.9Concerning
the Collateral and the Related Financing Agreements. Each Lender authorizes and directs Agent to enter into this Agreement
and the other Financing Agreements relating to the Collateral, for the ratable benefit of Lenders and Agent. Each Lender agrees
that any action taken by Agent or Required Lenders in accordance with the terms of this Agreement or the other Financing Agreements
relating to the Collateral, and the exercise by Agent or Required Lenders of their respective powers set forth therein or herein,
together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.


 


12.10Field
Audits; Examination Reports and other Information; Disclaimer by Lenders. By signing this Agreement, each Lender:


 


(a)is
deemed to have requested that Agent furnish Lender, promptly after it becomes available, a copy of each field audit or examination
report and a weekly report with respect to the Borrowing Bases prepared by Agent (each field audit or examination report and weekly
report with respect to the Borrowing Bases (as defined in Section 12.8 hereof) being referred to herein as a “Report”
and collectively, the “Reports”);


 


(b)expressly
agrees and acknowledges that Agent (i) does not make any representation or warranty as to the accuracy of any Report, or (ii)
shall not be liable for any information contained in any Report; provided, that, nothing contained in this Section
12.10 shall be construed to limit the liability of Agent under Section 12.1(c) hereof in the event of the gross negligence or
willful misconduct of Agent as determined pursuant to a final non-appealable order of a court of competent jurisdiction;


 


(c)expressly
agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any
audit or examination will inspect only specific information regarding Borrowers and Obligors and will


 




    	 	100	 



     

    

 


rely
significantly upon each Borrower’s books and records, as well as on representations of each Borrower’s personnel;
and


 


(d)agrees
to keep all Reports confidential and strictly for its internal use in accordance with the terms of Section 13.7 hereof, and not
to distribute or use any Report in any other manner.


 


12.11Collateral
Matters.


 


(a)Agent
may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or
upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements
and advances (“Special Agent Advances”) which Agent, in its sole discretion, deems necessary or desirable either
(i) to preserve or protect the Collateral or any portion thereof (provided that in no event shall Special Agent Advances for such
purpose exceed Five Million Dollars ($5,000,000) in the aggregate outstanding at any time), provided, that, unless
all Lenders otherwise agree in writing, the Special Agent Advances under this clause (i) shall not cause the aggregate outstanding
principal amount of the Loans, the Letter of Credit Accommodations and such Special Agent Advances to exceed the Maximum Credit
or the aggregate outstanding principal amount of the Canadian Revolving Loans, the Canadian Letter of Credit Accommodations and
such Special Agent Advances to Canadian Borrowers to exceed the Canadian Maximum Credit, and Agent shall make commercially reasonable
arrangements with Borrowers for the repayment in full of such Special Agent Advances within a reasonable time, or (ii) to pay
any other amount chargeable to any Borrower pursuant to the terms of this Agreement consisting of costs, fees and expenses and
payments to any issuer of Letter of Credit Accommodations. Special Agent Advances shall be repayable on demand and be secured
by the Collateral; provided, however, that the Special Agent Advances to U.S. Borrowers shall not be secured by
the Collateral of the Canadian Borrowers. Special Agent Advances shall not constitute Loans (except that they shall bear interest
as if they were Prime Rate Loans or Canadian Base Rate Loans, as applicable) but shall otherwise constitute Obligations hereunder.
Agent shall notify each Lender and Borrowers in writing of each such Special Agent Advance, which notice shall include a description
of the purpose of such Special Agent Advance. Without limitation of its obligations pursuant to Section 6.10, (x) each U.S. Lender
agrees that it shall make available to Agent, upon Agent’s demand, in immediately available funds, the amount equal to such
Lender’s Pro Rata Share (calculated under clause (a) of the definition of Pro Rata Share) of each such Special Agent Advance
to any U.S. Borrower, and (y) each Canadian Lender agrees that it shall make available to Agent, upon Agent’s demand, in
immediately available funds, the amount equal to such Lender’s Pro Rata Share (calculated under clause (a) of the definition
of Pro Rata Share) of each such Special Agent Advance to any Canadian Borrower. If such funds are not made available to Agent
by such Lender, Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon, for
each day from the date such payment was due until the date such amount is paid to Agent at the interest rate then payable by Borrowers
in respect of the Loans as set forth in Section 3.1 hereof.


 


(b)Lenders
hereby irrevocably authorize Agent, at its option and in its discretion to release any security interest in, mortgage or lien
upon, any of the Collateral (i) upon termination of the U.S. Commitments and the Canadian Commitments and payment and


 




    	 	101	 



     

    

 


satisfaction
of all of the Obligations and delivery of cash collateral to the extent required under Section 13.1 hereof, or (ii) constituting
property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with the terms
hereof, including Sections 9.7 and 2.6 hereof (and Agent may rely conclusively on any such certificate, without further inquiry),
or (iii) constituting property in which any Borrower or any Obligor did not own an interest at the time the security interest,
mortgage or lien was granted or at any time thereafter, or (iv) having an aggregate value of less than Five Million Dollars ($5,000,000)
during any calendar year, or (v) if approved, authorized or ratified in writing by all of Lenders. Except as provided above, Agent
will not release any security interest in, mortgage or lien upon, any of the Collateral without the prior written authorization
of all of Lenders (and any Lender may require that the proceeds from any sale or other disposition of the Collateral to be so
released be applied to the Obligations in a manner satisfactory to such Lender). Upon request by Agent at any time, Lenders will
promptly confirm in writing Agent’s authority to release particular types or items of Collateral pursuant to this Section.


 


(c)Without
in any manner limiting Agent’s authority to act without any specific or further authorization or consent by the Required
Lenders, each Lender agrees to confirm in writing, upon request by Agent, the authority to release Collateral conferred upon Agent
under this Section. Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary
to evidence the release of the security interest, mortgage or liens granted to Agent for itself and the benefit of the Lenders
upon any Collateral to the extent set forth above; provided, that, (i) Agent shall not be required to execute any
such document on terms which, in Agent’s opinion, would expose Agent to liability or create any obligations or entail any
consequence other than the release of such security interest, mortgage or liens without recourse or warranty and (ii) such release
shall not in any manner discharge, affect or impair the Obligations or any security interest, mortgage or lien upon (or obligations
of any Borrower in respect of) the Collateral retained by any Borrower.


 


(d)Agent
shall have no obligation whatsoever to any Lender or any other Person to investigate, confirm or assure that the Collateral exists
or is owned by any Borrower or any Obligor or is cared for, protected or insured or has been encumbered, or that any particular
items of Collateral meet the eligibility criteria applicable in respect of the Loans or Letter of Credit Accommodations hereunder,
or whether any particular reserves are appropriate, or that the liens and security interests granted to Agent herein or pursuant
hereto or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to
any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity,
or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Agreement or in any
of the other Financing Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission or event
related thereto, Agent may act in any manner it may deem appropriate, in its discretion, given Agent’s own interest in the
Collateral as a Lender and that Agent shall have no duty or liability whatsoever to any other Lender.


 


(e)In
its capacity as Agent, Wells Fargo Capital Finance, LLC is hereby appointed and shall serve as the hypothecary representative
of all present and future Secured Parties as contemplated under Article 2692 of the Civil Code of Québec in order to, inter
alia, enter into, to take and to hold any security or hypothec granted by any Borrower pursuant to the


 




    	 	102	 



     

    

 


laws
of the Province of Québec to secure the prompt payment and performance of all Obligations of any Borrower or other Obligor,
and to exercise such powers and duties that are conferred upon the hypothecary creditor thereunder. Any person who becomes a Secured
Party shall be deemed to have consented to and confirmed the appointment of the Agent as hypothecary representative. The substitution
of the Agent pursuant to the terms hereof shall also constitute the substitution of the hypothecary representative.


 


12.12Agency
for Perfection. Agent and each Lender hereby appoints each Lender as agent for the purpose of perfecting the security interests
in and liens upon the Collateral of Agent for itself and the ratable benefit of Secured Parties in assets which, in accordance
with Article 9 of the UCC, the PPSA or the STA can be perfected only by possession. Should any Lender obtain possession of any
such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such
Collateral to Agent or in accordance with Agent’s instructions.


 


12.13Flood
Laws. Agent 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”). Agent will post
on the applicable electronic platform (or otherwise distribute to each Lender) documents that it receives in connection with the
Flood Laws. However, Agent reminds each Lender and Participant that, pursuant to the Flood Laws, each federally regulated lender
(whether acting as a Lender or Participant) is responsible for assuring its own compliance with the flood insurance requirements.


 


SECTION
13. TERM OF AGREEMENT; MISCELLANEOUS.


 


13.1Term.


 


(a)This
Agreement and the other Financing Agreements shall become effective as of the date set forth on the first page hereof and shall
continue in full force and effect for a term ending on the Final Maturity Date, unless sooner terminated pursuant to the terms
hereof. Upon the effective date of termination of this Agreement and the other Financing Agreements, Borrowers shall pay to Agent,
for the ratable benefit of the Secured Parties, in full, all outstanding and unpaid non-contingent Obligations and shall furnish
cash collateral to Agent, (or at Agent’s option, a letter of credit issued for the account of Borrowers and at Borrowers’
expense, in form and substance satisfactory to Agent, by an issuer acceptable to Agent and payable to Agent as beneficiary, for
the ratable benefit of Lenders) in such amounts as Agent determines are reasonably necessary to secure (or reimburse) Agent and
Lenders from loss, cost, damage or expense, including attorneys’ fees and legal expenses, in connection with any contingent
Obligations, including issued and outstanding Letter of Credit Accommodations and checks or other payments provisionally credited
to the Obligations and/or as to which Agent and Lenders have not yet received final and indefeasible payment and any of the Obligations
arising under or in connection with any Bank Products in such amounts as the Bank Product Provider providing such Bank Products
may require (unless such Obligations arising under or in connection with any Bank Products are paid in full in cash and terminated
in a manner satisfactory to such Bank Product Provider); provided, however, that Canadian Borrowers shall only be
responsible for paying Canadian Obligations. Such payments in respect of the


 




    	 	103	 



     

    

 


Obligations
and cash collateral shall be remitted by wire transfer in federal funds to such bank account of Agent, as Agent may, in its discretion,
designate in writing to Borrowers for such purpose. Interest shall be due until and including the next Business Day, if the amounts
so paid by any Borrower to the bank account designated by Agent are received in such bank account later than 12:00 noon, Los Angeles
time.


 


(b)No
termination of this Agreement or the other Financing Agreements shall relieve or discharge any Borrower of its respective duties,
obligations and covenants under this Agreement or the other Financing Agreements until all Obligations have been fully and finally
discharged and paid, provided, that, Lender shall terminate its security interests in the Collateral upon the payments
and furnishing of cash collateral by Borrowers to Agent in the full sums required in Section 13.1(a) above.


 


13.2Notices.
All notices, requests and demands hereunder shall be in writing and (a) made to Agent and Lenders at their respective addresses
set forth below and to Borrowers at their chief executive office set forth below, or to such other address as either party may
designate by written notice to the other in accordance with this provision, and (b) deemed to have been given or made: if delivered
in person, immediately upon delivery; if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation
of receipt; if by nationally recognized overnight courier service with instructions to deliver the next Business Day, one (1)
Business Day after sending; and if by certified mail, return receipt requested, five (5) days after mailing.


 


13.3Partial
Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability
shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular
provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only
to such extent as shall be permitted by applicable law.


 


13.4Successors.
This Agreement, the other Financing Agreements and any other document referred to herein or therein shall be binding upon and
inure to the benefit of and be enforceable by Agent, Lenders, Borrowers and their respective successors and assigns, except that
Borrowers may not assign its rights under this Agreement, the other Financing Agreements and any other document referred to herein
or therein without the prior written consent of Agent and the Required Lenders. No Lender may assign its rights and obligations
under this Agreement (or any part thereof) without the prior written consent of all Lenders and Agent, except as permitted under
Section 13.5 hereof. Any purported assignment by a Lender without such prior express consent or compliance with Section 13.5 where
applicable, shall be void. The terms and provisions of this Agreement and the other Financing Agreements are for the purpose of
defining the relative rights and obligations of Borrowers, Obligors, Agent and Lenders with respect to the transactions contemplated
hereby and there shall be no third party beneficiaries of any of the terms and provisions of this Agreement or any of the other
Financing Agreements


 


13.5Assignments
and Participations.


 


(a)Each
Lender may (i) assign all or a portion of its rights and obligations under this Agreement (including, without limitation, a portion
of its Commitments, the Loans


 




    	 	104	 



     

    

 


owing
to it and its rights and obligations as a Lender with respect to Letter of Credit Accommodations) and the other Financing Agreements;
to its parent company and/or any Affiliate of such Lender which is at least fifty (50%) percent owned by such Lender or its parent
company or to one or more Lenders or (ii) assign all, or if less than all a portion equal to at least $5,000,000 in the aggregate
for the assigning Lender or assigning Lenders, of such rights and obligations under this Agreement to one or more Eligible Transferees,
each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided,
that, (A) the consent of Agent shall be required in connection with any assignment to an Eligible Transferee pursuant to
clause (ii) above, (B) if such Eligible Transferee is not a bank, Agent shall receive a representation in writing by such Eligible
Transferee that either (1) no part of its acquisition of its Loans is made out of assets of any employee benefit plan, or (2)
after consultation, in good faith, with Borrowers and provision by Borrowers of such information as may be reasonably requested
by such Eligible Transferee, the acquisition and holding of such Commitments and Loans does not constitute a non-exempt prohibited
transaction under Section 406 of ERISA and Section 4975 of the Code, or (3) such assignment is an “insurance company general
account,” as such term is defined in the Department of Labor Prohibited Transaction Class Exemption 95.60 (issued July 12,
1995) (“PTCE 95-60”), and, as of the date of the assignment, there is no “employee benefit plan”
with respect to which the aggregate amount of such general account’s reserves and liabilities for the contracts held by
or on behalf of such “employee benefit plan” and all other “employee benefit plans” maintained by the
same employer (and affiliates thereof as defined in Section V(a)(1) of PTCE 95-60) or by the same employee organization (in each
case determined in accordance with the provisions of PTCE 95-60) exceeds ten percent (10%) of the total reserves and liabilities
of such general account (as determined under PTCE 95-60) (exclusive of separate account liabilities) plus surplus as set forth
in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of such Eligible Transferee
and (C) such transfer or assignment will not be effective until recorded by the Agent on the Register. As used in this Section,
the term “employee benefit plan” shall have the meaning assigned to it in Title I of ERISA and shall also include
a “plan” as defined in Section 4975(e)(1) of the Code.


 


(b)Agent,
acting solely for this purpose as the agent of the Borrowers, shall maintain a register of the names and addresses of Lenders,
their Commitments and the principal amount of their Loans (the “Register”). Agent shall also maintain a copy
of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment
and Acceptance. Upon its receipt of each Assignment and Acceptance, Agent will give prompt notice thereof to Lenders and deliver
to each of them a copy of the executed Assignment and Acceptance. The entries in the Register shall be conclusive and binding
for all purposes, absent manifest error, and Borrowers, Obligors, Agent and Lenders may treat each Person whose name is recorded
in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrowers,
Obligors and any Lender at any reasonable time and from time to time upon reasonable prior notice.


 


(c)In
the event that a Lender sells participations in the Loans, such Lender, as a non-fiduciary agent on behalf of Borrowers, shall
maintain (or cause to be maintained) a register on which it enters the name of all participants in the Loans held by it (and the
principal amount (and stated interest thereon) of the portion of such Loans that is subject to such participations) (the “Participant
Register”). The Loans (and the note, if any, evidencing the


 




    	 	105	 



     

    

 


same)
may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered
note shall expressly so provide). Any participation of the Loans (and the registered note, if any, evidencing the same) may be
effected only by the registration of such participation on the Participant Register. Upon such execution, delivery, acceptance
and recording, from and after the effective date specified in each Assignment and Acceptance, (i) the assignee thereunder shall
be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations hereunder have been assigned
to it pursuant to such Assignment and Acceptance, have the rights and obligations (including, without limitation, the obligation
to participate in Letter of Credit Accommodations) of a Lender hereunder and thereunder and (ii) the assigning Lender shall, to
the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights and be released from its obligations under this Agreement.


 


(d)By
execution and delivery of an Assignment and Acceptance, the assignor and assignee thereunder confirm to and agree with each other
and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made
in or in connection with this Agreement or any of the other Financing Agreements or the execution, legality, enforceability, genuineness,
sufficiency or value of this Agreement or any of the other Financing Agreements furnished pursuant hereto, (ii) the assigning
Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers,
Obligors or any of their respective subsidiaries or the performance or observance by any Borrower or any Obligor of any of the
Obligations, (iii) such assignee confirms that it has received a copy of this Agreement and the other Financing Agreements, together
with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon the assigning Lender, Agent or
any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement and the other Financing Agreements, (v) such assignee appoints
and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other
Financing Agreements as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental
thereto, and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the
terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Subject to Section
13.7, Agent and Lenders may furnish any information concerning Borrowers, Obligors or their respective subsidiaries in the possession
of Agent or any Lender from time to time to assignees and Participants.


 


(e)Each
Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations
under this Agreement and the other Financing Agreements (including, without limitation, all or a portion of its Commitments and
the Loans owing to it and its participation in the Letter of Credit Accommodations, without the consent of Agent or the other
Lenders); provided, that, (i) such Lender’s obligations under this Agreement (including, without limitation,
its Commitments hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations, and Borrowers, Obligors, Agent and the other


 




    	 	106	 



     

    

 


Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under
this Agreement and the other Financing Agreements, (iii) the Participant shall not have any rights under this Agreement or any
of the other Financing Agreements (the Participant’s rights against such Lender in respect of such participation to be those
set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any
Borrower or any Obligor hereunder shall be determined as if such Lender had not sold such participation, and (iv) so long as no
Event of Default is ongoing, any sale to a (A) hedge fund or (B) proposed Participant that is a direct competitor of any Borrower
shall require the prior written consent of Borrowers (which shall not be unreasonably withheld, conditioned or delayed and such
approval shall be deemed given by Borrowers if no objection from Borrowers is received within five (5) Business Days after written
notice of such proposed participation has been provided by Agent) and (v) if such Participant is not a bank, represent that either
(A) no part of its acquisition of its participation is made out of assets of any employee benefit plan, or (B) after consultation,
in good faith, with Borrowers and provision by Borrowers of such information as may be reasonably requested by the Participant,
the acquisition and holding of such participation does not constitute a non-exempt prohibited transaction under Section 406 of
ERISA and Section 4975 of the Code, or (C) such participation is an “insurance company general account, “ as such
term is defined in the “PTCE 95-60”, and, as of the date of the transfer there is no “employee benefit plan”
with respect to which the aggregate amount of such general account’s reserves and liabilities for the contracts held by
or on behalf of such “employee benefit plan” and all other “employee benefit plans” maintained by the
same employer (and affiliates thereof as defined in Section V(a)(1) of PTCE 95-60) or by the same employee organization (in each
case determined in accordance with the provisions of PTCE 95-60) exceeds ten (10%) percent of the total reserves and liabilities
of such general account (as determined under PTCE 95-60) (exclusive of separate account liabilities) plus surplus as set forth
in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of the Participant.


 


(f)Nothing
in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to the Federal Reserve Bank in support
of borrowings made by such Lenders from such Federal Reserve Bank.


 


(g)Borrowers
shall use their commercially reasonable efforts to assist Agent or any Lender permitted to sell assignments or participations
under this Section 13.5 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation,
including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments
as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of
relevant management in meetings and conference calls with, potential assignees or Participants.


 


(h)Notwithstanding
anything contained herein to the contrary, no assignment of any U.S. Commitments or Canadian Commitments may be made unless after
giving effect thereto, the Pro Rata Share of each assignor and assignee Lender with respect to its or its Affiliate’s Canadian
Commitments shall equal the Pro Rata Share of such assignor and assignee Lender with respect to its or its Affiliate’s U.S.
Commitments.


 




    	 	107	 



     

    

 


13.6Participant’s
Compensation. Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.1(b)(iv), 3.5, 6.5 and
11.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.5(a); provided
that such Participant agrees to be subject to the provisions of Section 6.9 as if it were an assignee pursuant to Section
13.5(a). Notwithstanding anything herein to the contrary, a Participant shall not be entitled to receive any greater payment under
Section 3.1(b)(iv), 3.5(a), 6.5 or 11.5 than the applicable Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written
consent. A Participant that would be a Non U.S.-Lender if it were a Lender shall not be entitled to the benefits of Section 6.5
unless Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of Borrowers,
to comply with Section 6.5(e) as though it were a Lender.


 


13.7Confidentiality.
Each Lender agrees that it will not disclose, without the prior consent of Borrowers, confidential information with respect to
Borrowers, any Obligor or any of their respective subsidiaries which is furnished pursuant to this Agreement and which is specifically
designated as confidential in writing by Borrowers; provided, that, any Lender may disclose any such information
(a) to its Affiliates and its and its Affiliates’ employees, auditors or counsel on a need-to-know basis, or to another
Lender if the disclosing Lender or such disclosing Lender’s holding or parent company in its sole discretion determines
that any such party should have access to such information, (b) as has become generally available to the public without a breach
of this Section 13.7, (c) as may be required or appropriate in any report, statement or testimony submitted to or upon request
of any Governmental Authority having or claiming to have jurisdiction over such Lender, (d) as may be required or appropriate
in response to any summons or subpoena or in connection with any litigation, (e) in order to comply with any statute or regulation,
and (f) to any prospective or actual assignee or Participant in connection with any contemplated transfer or participation of
any of the Commitments or any interest therein by such Lender, provided, that, such assignee or Participant has
agreed in writing to the confidentiality of any such confidential information in accordance with the terms of this Section 13.7.
Anything contained herein to the contrary notwithstanding, the obligations of confidentiality contained herein, as they relate
to the transactions contemplated hereby, shall not apply to the federal tax structure or federal tax treatment of such transactions,
and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all Persons, without
limitation of any kind, the federal tax structure and federal tax treatment of such transactions (including all written materials
related to such tax structure and tax treatment). The preceding sentence is intended to cause the transactions contemplated hereby
to not be treated as having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor
provision) of the Treasury Regulations promulgated under Section 6011 of the United States Internal Revenue Code, and shall be
construed in a manner consistent with such purpose. In addition, each party hereto acknowledges that it has no proprietary or
exclusive rights to the tax structure of the transactions contemplated hereby or any tax matter or tax idea related thereto.


 


13.8Entire
Agreement. This Agreement, the other Financing Agreements, any supplements hereto or thereto, and any instruments or documents
delivered or to be delivered in connection herewith or therewith represents the entire agreement and understanding concerning
the subject matter hereof and thereof between the parties hereto, and supersede all other prior


 




    	 	108	 



     

    

 


agreements,
understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning
the subject matter hereof, whether oral or written.


 


13.9Publicity.
Borrowers consent to Agent and any other Co-Lead Arrangers publishing or disseminating general information concerning this credit
facility for league table, tombstone and advertising purposes, and using Borrowers’ logos, trademarks or product photographs
in advertising materials.


 


13.10Effect
of Amendment and Restatement; No Novation. Upon the effectiveness of this Agreement, the Original Credit Agreement shall be
amended and restated in its entirety by this Agreement. The Obligations (as defined in the Original Credit Agreement) shall continue
in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of such existing
Obligations. Such existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement
or under any of the other Financing Agreements, shall continue to be secured by, among other things, the Collateral, whether now
existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Financing Agreements; provided,
however, that the U.S. Obligations shall not be secured by the Collateral of the Canadian Borrowers. Each U.S. Borrower
hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained
in any and all Financing Agreements, as amended, supplemented or otherwise modified by this Agreement and by the other Financing
Agreements delivered on the date hereof. Any and all references in any Financing Agreements to the Original Credit Agreement shall
be deemed to be amended to refer to this Agreement. Each of the U.S. Lenders having a U.S. Commitment prior to the effectiveness
of this Agreement (the “Pre-Amendment Lenders”) shall assign to any U.S. Lender which is acquiring a
new or additional U.S. Commitment immediately after the effectiveness of this Agreement (the “Post-Amendment Lenders”),
and such Post-Amendment Lenders shall purchase from each Pre-Amendment Lender, at the principal amount thereof, such interests
in the U.S. Revolving Loans and participation interests in U.S. Letter of Credit Accommodations on the effectiveness of this Agreement
as shall be necessary in order that, after giving effect to all such assignments and purchases, such U.S. Revolver Loans and participation
interests in U.S. Letter of Credit Accommodations will be held by Pre-Amendment Lenders and Post-Amendment Lenders ratably in
accordance with their Pro Rata Share (calculated under clause (a) of the definition of Pro Rata Share) after giving effect to
this Agreement.


 


13.11Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other
Financing Agreement in one currency into another currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures Agent could purchase the first currency with such other currency on the Business Day preceding that
on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to Agent or any Lender
hereunder or under the other Financing Agreements shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by Agent or such Lender, as
the case may be, of any sum adjudged to be so due in the Judgment Currency, Agent or such Lender, as the case may be, may


 




    	 	109	 



     

    

 


in
accordance with normal banking procedures purchase this Agreement Currency with the Judgment Currency. If the amount of this Agreement
Currency so purchased is less than the sum originally due to Agent or any Lender from any Borrower in this Agreement Currency,
such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify Agent or such Lender, as the
case may be, against such loss. If the amount of this Agreement Currency so purchased is greater than the sum originally due to
Agent or any Lender in such currency, Agent or such Lender, as the case may be, agrees to return the amount of any excess to such
Borrower (or to any other Person who may be entitled thereto under applicable law).


 


13.12Certain
Tax Matters. Notwithstanding anything set forth herein or in any other Financing Agreement to the contrary, the parties agree
that Canadian Borrowers shall not have any obligation to make any payment of principal or interest with respect to any Loan to
a U.S. Borrower.


 


13.13Canadian
Anti-Money Laundering Legislation.


 


(a)Each
Borrower and Obligor acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist
financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder,
“Canadian AML Legislation”), the Lenders may be required to obtain, verify and record information regarding
the Borrowers and Obligors and their respective directors, authorized signing officers, direct or indirect shareholders or other
Persons in control of the Borrowers and Obligors, and the transactions contemplated hereby. Each Borrower and Obligor shall promptly
provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender
or any prospective assignee or participant of a Lender, any issuer of letters of credit hereunder or any Agent, in order to comply
with any applicable Canadian AML Legislation, whether now or hereafter in existence.


 


(b)If
the Agent has ascertained the identity of any Borrower and Obligor or any authorized signatories of the Borrowers and Obligors
for the purposes of applicable Canadian AML Legislation, then the Agent:


 


(i)shall
be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in
such regard between each Lender and the Agent within the meaning of the applicable Canadian AML Legislation; and


 


(ii)shall
provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy
or completeness.


 


Notwithstanding
the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Agent nor
any other Agent has any obligation to ascertain the identity of the Borrowers and Obligors or any authorized signatories of the
Borrowers and Obligors on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from
any Borrower and Obligor or any such authorized signatory in doing so.


 


13.14Maximum
Interest. Notwithstanding anything to the contrary contained in any Financing Agreement, the interest paid or agreed to be
paid under the Financing Agreements shall not exceed the maximum rate of non-usurious interest permitted by applicable Law


 




    	 	110	 



     

    

 


(“maximum
rate”). If Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest
shall be applied to the principal of the Obligations of the Borrower to which such excess interest relates or, if it exceeds such
unpaid principal, refunded to such Borrower. In determining whether the interest contracted for, charged or received by Agent
or a Lender exceeds the maximum rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment
that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof;
and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder. Without limiting the generality of the foregoing provisions of Section 13.14, if any provision
of any of the Financing Agreements would obligate any Canadian Borrower to make any payment of interest with respect to the Canadian
Obligations in an amount or calculated at a rate which would be prohibited by applicable Law or would result in the receipt of
interest with respect to the Canadian Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)),
then notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the
maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the
applicable recipient of interest with respect to the Canadian Obligations at a criminal rate, such adjustment to be effected,
to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid by the Canadian
Borrowers to the applicable recipient under the Financing Agreements; and (ii) thereafter, by reducing any fees, commissions,
premiums and other amounts required to be paid by the Canadian Borrowers to the applicable recipient which would constitute interest
with respect to the Canadian Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing,
and after giving effect to all adjustments contemplated thereby, if the applicable recipient shall have received an amount in
excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrowers shall be entitled, by notice
in writing to Agent, to obtain reimbursement from the applicable recipient in an amount equal to such excess, and pending such
reimbursement, such amount shall be deemed to be an amount payable by the applicable recipient to the applicable Canadian Borrower.
Any amount or rate of interest with respect to the Canadian Obligations referred to in this Section 13.14 shall be determined
in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term
that any Canadian Revolving Loans to Canadian Borrowers remain outstanding on the assumption that any charges, fees or expenses
that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific
period of time, be pro rated over that period of time and otherwise be pro rated over the period from the date of this Agreement
to the date of full payment of the Canadian Obligations, and, in the event of a dispute, a certificate of a Fellow of the Canadian
Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.


 


SECTION
14. JOINT AND SEVERAL LIABILITY; SURETYSHIP WAIVERS


 


14.1Independent
Obligations; Subrogation. Each U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as a primary
obligor and not merely as surety, 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 all Obligations. Each Canadian
Borrower hereby agrees that it is jointly and severally liable for, and, as a primary obligor and not merely as surety, absolutely,
unconditionally and irrevocably


 




    	 	111	 



     

    

 


guarantees
to the Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times
thereafter, of all Canadian Obligations. To the maximum extent permitted by law, each Borrower hereby waives any claim, right
or remedy which either may now have or hereafter acquire against any other Borrower that arises hereunder including, without limitation,
any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any
claim, right or remedy of Agent or any Lender against any Borrower or any Collateral which Agent or any Lender now has or hereafter
acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise
until the Obligations are fully paid and finally discharged. In addition, each Borrower hereby waives any right to proceed against
the other Borrowers, now or hereafter, for contribution, indemnity, reimbursement, and any other suretyship rights and claims,
whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law,
which any Borrower may now have or hereafter have as against the other Borrowers with respect to the Obligations until the Obligations
are fully paid and finally discharged. Each Borrower also hereby waives any rights of recourse to or with respect to any asset
of the other Borrowers until the Obligations are fully paid and finally discharged.


 


14.2Authority
to Modify Obligations and Security. Each Borrower authorizes Agent and Lenders, without notice or demand and without affecting
any Borrowers’ liability hereunder, from time to time, whether before or after any notice of termination hereof or before
or after any default in respect of the Obligations, to: (a) renew, extend, accelerate, or otherwise change the time for payment
of, or otherwise change any other term or condition of, any document or agreement evidencing or relating to any Obligations as
such Obligations relate to the other Borrowers, including, without limitation, to increase or decrease the rate of interest thereon;
(b) accept, substitute, waive, defease, increase, release, exchange or otherwise alter any Collateral, in whole or in part, securing
the other Borrowers’ Obligations; (c) apply any and all such Collateral and direct the order or manner of sale thereof as
Agent and Lenders, in their sole discretion, may determine; (d) deal with the other Borrowers as Agent or any Lender may elect;
(e) in Agent’s and Lenders’ sole discretion, settle, release on terms satisfactory to them, or by operation of law
or otherwise, compound, compromise, collect or otherwise liquidate any of the other Borrowers’ Obligations and/or any of
the Collateral in any manner, and bid and purchase any of the collateral at any sale thereof; (f) apply any and all payments or
recoveries from the other Borrowers as Agent or Lenders, in their sole discretion, may determine, whether or not such indebtedness
relates to the Obligations; all whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; and
(g) apply any sums realized from Collateral furnished by the other Borrowers upon any of its indebtedness or obligations to Agent
or Lenders as they in their sole discretion, may determine, whether or not such indebtedness relates to the Obligations; all without
in any way diminishing, releasing or discharging the liability of any Borrower hereunder.


 


14.3Waiver
of Defenses. Upon an Event of Default by any Borrower in respect of any Obligations, and except as required in Section 726
of the California Code of Civil Procedure, Agent or any Lender may, at their option and without notice to any Borrower, proceed
directly against any U.S. Borrower or, solely with respect to Canadian Obligations, any Canadian Borrower, to collect and recover
the full amount of the liability hereunder, or any portion thereof, and each Borrower waives any right to require Agent or any
Lender to: (a) proceed against the


 




    	 	112	 



     

    

 


other
Borrowers or any other person whomsoever; (b) proceed against or exhaust any Collateral given to or held by Agent or any Lender
in connection with the Obligations; (c) give notice of the terms, time and place of any public or private sale of any of the Collateral
except as otherwise provided herein; or (d) pursue any other remedy in Agent’s or any Lender’s power whatsoever. A
separate action or actions may be brought and prosecuted against any Borrower whether or not action is brought against the other
Borrowers and whether the other Borrowers be joined in any such action or actions; and each Borrower agrees that any payment of
any Obligations or other act which shall toll any statute of limitations applicable thereto shall similarly operate to toll such
statute of limitations applicable to the liability hereunder.


 


14.4Exercise
of Agent’s and Lenders’ Rights. Each Borrower hereby authorizes and empowers Agent and Lenders in their sole discretion,
without any notice or demand to such Borrower whatsoever and without affecting the liability of such Borrower hereunder, to exercise
any right or remedy which Agent or any Lender may have available to them against the other Borrowers.


 


14.5Additional
Waivers. Each Borrower waives any defense arising by reason of any disability or other defense of the other Borrowers or by
reason of the cessation from any cause whatsoever of the liability of the other Borrowers or by reason of any act or omission
of Agent or any Lender or others which directly or indirectly results in or aids the discharge or release of the other Borrowers
or any Obligations or any Collateral by operation of law or otherwise. The Obligations shall be enforceable against each U.S.
Borrower and the Canadian Obligations shall be enforceable against each Canadian Borrower without regard to the validity, regularity
or enforceability of any of the Obligations with respect to any of the other Borrowers or any of the documents related thereto
or any collateral security documents securing any of the Obligations. No exercise by Agent or any Lender of, and no omission of
Agent or any Lender to exercise, any power or authority recognized herein and no impairment or suspension of any right or remedy
of Agent or any Lender against any Borrower or any Collateral shall in any way suspend, discharge, release, exonerate or otherwise
affect any of the Obligations or any Collateral furnished by the Borrowers or give to the Borrowers any right of recourse against
Agent or any Lender. Each Borrower specifically agrees that the failure of Agent or any Lender: (a) to perfect any lien on or
security interest in any property heretofore or hereafter given any Borrower to secure payment of the Obligations, or to record
or file any document relating thereto or (b) to file or enforce a claim against the estate (either in administration, bankruptcy
or other proceeding) of any Borrower shall not in any manner whatsoever terminate, diminish, exonerate or otherwise affect the
liability of any Borrower hereunder.


 


14.6Additional
Indebtedness. Additional Obligations may be created from time to time at the request of any Borrower and without further authorization
from or notice to any other Borrower even though the borrowing Borrower’s financial condition may deteriorate since the
date hereof. Each Borrower waives the right, if any, to require Agent or any Lender to disclose to such Borrower any information
it may now have or hereafter acquire concerning the other Borrowers’ character, credit, Collateral, financial condition
or other matters. Each Borrower has established adequate means to obtain from the other Borrowers, on a continuing basis, financial
and other information pertaining to such Borrower’s business and affairs, and assumes the responsibility for being and keeping
informed of the financial and other conditions of the other Borrowers and of all circumstances bearing upon the risk of nonpayment
of the Obligations


 




    	 	113	 



     

    

 


which
diligent inquiry would reveal. Neither Agent nor any Lender need inquire into the powers of any Borrower or the authority of any
of their respective officers, directors, partners or agents acting or purporting to act in their behalf, and any Obligations created
in reliance upon the purported exercise of such power or authority are hereby guaranteed. All Obligations of each Borrower to
Agent and Lenders heretofore, now or hereafter created shall be deemed to have been granted at each Borrower’s special insistence
and request and in consideration of and in reliance upon this Agreement.


 


14.7Subordination.
Except as otherwise provided in this Section 14.7, any indebtedness of any Borrower now or hereafter owing to any other Borrower
is hereby subordinated to the Obligations, whether heretofore, now or hereafter created, and whether before or after notice of
termination hereof, and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without
the prior consent of Agent, pay in whole or in part any of such indebtedness nor will any such Borrower accept any payment of
or on account of any such indebtedness at any time while such Borrower remains liable hereunder. At the request of Agent, after
the occurrence and during the continuance of an Event of Default, each Borrower shall pay to Agent all or any part of such subordinated
indebtedness and any amount so paid to Agent at its request shall be applied to payment of the Obligations in accordance with
Section 6.4. Each payment on the indebtedness of any Borrower to the other Borrowers received in violation of any of the provisions
hereof shall be deemed to have been received by any other Borrower as trustee for Agent and Lenders and shall be paid over to
Agent immediately on account of the Obligations, but without otherwise affecting in any manner any such Borrower’s liability
under any of the provisions of this Agreement. Each Borrower agrees to file all claims against the other Borrowers in any bankruptcy
or other proceeding in which the filing of claims is required by law in respect of any indebtedness of the other Borrowers to
such Borrower, and Agent and Lenders shall be entitled to all of any such Borrower’s rights thereunder. If for any reason
any such Borrower fails to file such claim at least thirty (30) days prior to the last date on which such claim should be filed,
Agent, as such Borrower’s attorney-in-fact, is hereby authorized to do so in Borrowers’ name or, in Agent’s
discretion, to assign such claim to, and cause a proof of claim to be filed in the name of, Agent’s nominee. In all such
cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Agent
the full amount payable on the claim in the proceeding, and to the full extent necessary for that purpose any such Borrower hereby
assigns to Agent, for itself and the ratable benefit of Secured Parties, all such Borrower’s rights to any payments or distributions
to which such Borrower otherwise would be entitled. If the amount so paid is greater than any such Borrower’s liability
hereunder, Agent will pay the excess amount to the person entitled thereto.


 


14.8Revival.
If any payments of money or transfers of property made to Agent or any Lender by any Borrower should for any reason subsequently
be declared to be, or in Agent’s counsel’s good faith opinion be determined to be, fraudulent (within the meaning
of any state or federal law relating to fraudulent conveyances), preferential or otherwise voidable or recoverable in whole or
in part for any reason (hereinafter collectively called “voidable transfers”) under the Bankruptcy Code or any other
federal, provincial or state law and Agent or any Lender is required to repay or restore, or in Agent’s counsel’s
good faith opinion may be so liable to repay or restore, any such voidable transfer, or the amount or any portion thereof, then
as to any such voidable transfer or the amount repaid or restored and all reasonable costs and expenses


 




    	 	114	 



     

    

 


(including
reasonable attorneys’ fees) of Agent or any Lender related thereto, such Borrower’s liability hereunder shall automatically
be revived, reinstated and restored and shall exist as though such voidable transfer had never been made to Agent or such Lender.


 


14.9Understanding
of Waivers. Each Borrower warrants and agrees that the waivers set forth in this Section 14 are made with full knowledge of
their significance and consequences. If any of such waivers are determined to be contrary to any applicable law or public policy,
such waivers shall be effective only to the maximum extent permitted by law.


 


14.10Keepwell.
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 guarantor of, or grantor of a security interest to secure,
the obligations to guaranty and otherwise honor all Obligations in respect of Swap Obligations (provided, however, that each Qualified
ECP Guarantor shall only be liable under this Section 14.10 for the maximum amount of such liability that can be hereby incurred
without rendering its obligations under this Section 14.10, or otherwise under the Financing Agreements, voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified
ECP Guarantor under this Section shall remain in full force and effect until payment in full of the Obligations. Each Qualified
ECP Guarantor intends that this Section 14.10 constitute, and this Section 14.10 shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each other guarantor of, or grantor of a security interest to secure, the
Obligations for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


[Remainder
of Page Left Intentionally Blank]


 




    	 	115	 



     

    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	U.S.
    BORROWERS:
	 	 	 
	 	PCM, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:
    	/s/
    Brandon LaVerne
	 	Name:
    	Brandon
    LaVerne
	 	Title:
    	Chief
    Financial Officer
	 	 	 
	 	PCM SALES, INC.,
	 	a California corporation
	 	 	 
	 	By:
    	/s/
    Stephen W. Moss
	 	Name:
    	Stephen
    W. Moss
	 	Title:	President
	 	 	 
	 	PCM LOGISTICS, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:
    	/s/
    Sean Mollet
	 	Name:
    	Sean
    Mollet
	 	Title:	President
	 	 	 
	 	PCMG, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:
    	/s/
    Alan Lawrence
	 	Name:
    	Alan
    Lawrence
	 	Title:
    	President


 




    

     

    


 


	 	U.S.
    BORROWERS:
	 	 	 
	 	M2 MARKETPLACE, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Dan DeVries
	 	Name:	Dan
    DeVries 
	 	Title:	President
	 	 	 
	 	ABREON, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:
    	/s/
    Howard Schapiro
	 	Name:	Howard
    Schapiro
	 	Title:	President
	 	 	 
	 	MALL ACQUISITION SUB 5 INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Brandon LaVerne
	 	Name:	Brandon
    LaVerne
	 	Title:	President


 






    	 	 	 



     

    

 


	 	U.S. BORROWERS:
	 	 	 
	 	PCM BPO, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:
    	/s/
    Simon Abuyounes
	 	Name:
    	Simon
    Abuyounes
	 	Title:
    	President
	 	 	 
	 	ONSALE HOLDINGS, INC.,
	 	an Illinois corporation
	 	 	 
	 	By:
    	/s/
    Sam Khulusi
	 	Name:
    	Sam
    Khulusi
	 	Title:
    	President
	 	 	 
	 	EN POINTE TECHNOLOGIES SALES, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:
    	/s/
    Shahzad Munawwar
	 	Name:
    	Shahzad
    Munawwar
	 	Title:
    	SVP


 




    	 	 	 



     

    


 


	 	CANADIAN
    BORROWERS:
	 	 	 
	 	PCM SALES CANADA, INC.,
	 	a Quebec corporation
	 	 	 
	 	By:
    	/s/
    Simon Abuyounes
	 	Name:
    	Simon
    Abuyounes
	 	Title:	President


 


	 	ACRODEX INC.,
	 	an Alberta corporation
	 	 	 
	 	By:
    	/s/
    Karim Amarshi
	 	Name:
    	Karim
    Amarshi
	 	Title:
    	Director


 


	 	Address:	1940
    E. Mariposa Avenue
	 	 	 El
    Segundo, California 90245
	 	 	 Attn:
    Chief Executive Officer


 




    	 	 	 



     

    


 


AGENT:


 


	WELLS FARGO CAPITAL FINANCE, LLC	 
	 	 	 
	 	 	 
	By:
    	/s/
    Peter Possemato	 
	Name:	Peter
    Possemato	 
	Title:	Director	 


 


	Address:	2450
    Colorado Avenue, Suite 3000	 
	 	Santa
    Monica, California 90404	 
	 	Attn:
    Portfolio Manager	 


 


LENDER:


 


	WELLS FARGO CAPITAL FINANCE, LLC	 
	 	 	 
	By:
    	/s/
    Peter Possemato	 
	Name:	Peter
    Possemato	 
	Title:	Director	 


 


	Address:	2450
    Colorado Avenue, Suite 3000	 
	 	Santa
    Monica, California 90404	 
	 	Attn:
    Portfolio Manager	 


 


U.S.
Revolving Loan Commitment: $100,000,000


 




    	 	 	 



     

    


 


LENDER:


 


WELLS
FARGO CAPITAL FINANCE CORPORATION CANADA


 


	By:
    	/s/
    Frederic Philippe	 
	Name:	Frederic
    Philippe	 
	Title:	Vice
    President	 


 


Address:


 


 


Canadian
Revolving Loan Commitment: C$14,545,454.55


 




    	 	 	 



     

    


 


LENDER:


 


BANK
OF AMERICA, N.A.


 


	By:
    	/s/
    Ron Bornstein	 
	Name:	Ron
    Bornstein	 
	Title:	Senior
    Vice President	 


 


Address:


333
S. Hope Street, Suite 1300


Los
Angeles, CA 90071


 


U.S.
Revolving Loan Commitment: $50,000,000


 


BANK
OF AMERICA, N.A. (acting through its Canada branch)


 


	By:
    	/s/
    Sylwia Durkiewicz	 
	Name:	Sylwia
    Durkiewicz	 
	Title:	Vice
    President	 


 


Address:


181
Bay St., Suite 400


Toronto,
ON, M5J 2V8


 


Canadian
Revolving Loan Commitment: C$7,272,727.27


 




    	 	 	 



     

    


 


LENDER:


 


PNC
BANK, N.A.


 


	By:
    	/s/
    Steve Roberts	 
	Name:	Steve
    Roberts 	 
	Title:
    	Vice
    President	 


 


Address:


 


 


U.S.
Revolving Loan Commitment: $40,000,000


 


PNC
BANK CANADA BRANCH


 


	By:
    	/s/
    Robert Fasken	 
	Name:	Robert
    Fasken	 
	Title:	Vice
    President	 


 


Address:


 


 


Canadian
Revolving Loan Commitment: C$5,818,181.82


 




    	 	 	 



     

    


 


LENDER:


 


JPMORGAN
CHASE BANK, N.A.


 


	By:
    	/s/
    Jordan Azar	 
	Name:	Jordan
    Azar	 
	Title:	Authorized
    Officer	 


 


	Address:
    	3
    Park Plaza, Suite 900	 
	 	 Irvine,
    CA 92614	 


 


U.S.
Revolving Loan Commitment: $35,000,000


 


JPMORGAN
CHASE BANK, N.A., TORONTO BRANCH


 


	By:
    	/s/
    Deborah Booth	 
	Name:	Deborah
    Booth	 
	Title:	Vice
    President	 


 


	Address:	 Suite
    4500 66 Wellington St. West, Floor 45	 
	 	 Toronto,
    ON, M5k 1E7, Canada	 


 


Canadian
Revolving Loan Commitment: C$5,090,909.09


 




    	 	 	 



     

    


 


LENDER:


 


COMPASS
BANK


 


	By:
    	/s/
    Jason Nichols	 
	Name:	Jason
    Nichols	 
	Title:	Senior
    Vice President	 


 


	Address:
    	Houston
    Tower	 
	 	2200
Post Oak Blvd.	 
	 	Houston,
TX 77056	 


 


U.S.
Revolving Loan Commitment: $25,000,000


 


Canadian
Revolving Loan Commitment: C$3,636,363.64


 




    	 	 	 



     

    


 


LENDER:


 


CITY
NATIONAL BANK


 


	By:
    	/s/
    Brent Phillips	 
	Name:	Brent
    Phillips	 
	Title:	Senior
    Vice President	 


 


Address:


555
S. Flower St., 24th Floor


Los
Angeles, CA 90071


 


U.S.
Revolving Loan Commitment: $25,000,000


 


Canadian
Revolving Loan Commitment: C$3,636,363.64


 




    	 	 	 



     

    


  


EXHIBIT
A


 


Form
of


 


ASSIGNMENT
AND ACCEPTANCE AGREEMENT


 


This
ASSIGNMENT AND ACCEPTANCE (this “Assignment and Acceptance”) dated as of _____________, ______ is made by and
between __________________________ (the “Assignor”) on the one hand and ____________________ (the “Assignee”)
on the other hand.


 


W
I T N E S S E T H:


 


WHEREAS,
PCM, INC., PCM SALES, INC., PCM LOGISTICS, LLC, PCMG, INC., M2 MARKETPLACE, INC., ABREON, INC., MALL ACQUISITION SUB 5 INC., PCM
BPO, LLC, ONSALE HOLDINGS, INC., AND EN POINTE TECHNOLOGIES SALES, LLC (collectively, “U.S. Borrowers”), PCM
SALES CANADA, INC. and ACRODEX INC. (collectively, “Canadian Borrowers”, and together with the U.S. Borrowers,
collectively, “Borrowers”), the financial institutions from time to time party to the Loan Agreement (as hereinafter
defined) as lenders (each a “Lender” and collectively, the “Lenders”), and Wells Fargo Capital
Finance, LLC, a Delaware limited liability company, as administrative and collateral agent for the Lenders (in such capacity,
“Agent”) have entered into that certain Fourth Amended and Restated Loan and Security Agreement, dated as of
January 19, 2016 (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced,
the “Loan Agreement”), pursuant to which the Lenders have and may continue to make loans and provide other
financial accommodations to Borrowers. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed
thereto in the Loan Agreement.


 


WHEREAS,
as provided under the Loan Agreement, Assignor committed to making U.S. Revolving Loans (the “U.S. Committed Loans”)
to U.S. Borrowers in an aggregate amount not to exceed $______________ (the “U.S. Commitment”) and Canadian
Revolving Loans (the “Canadian Committed Loans”, and together with the U.S. Committed Loans, collectively,
the “Committed Loans”) to Canadian Borrowers in an aggregate amount not to exceed $______________ (the “Canadian
Commitment”, and together with the U.S. Commitment, collectively, the “Commitments”);


 


WHEREAS,
Assignor wishes to assign to Assignee [part of] the rights and obligations of Assignor under the Loan Agreement in respect
of its U.S. Commitments in an amount equal to $______________ (the “U.S. Assigned Commitment Amount”) and in
respect of its Canadian Commitments in an amount equal to $______________ (the “Canadian Assigned Commitment Amount”,
and together with the U.S. Assigned Commitment Amount, collectively, the “Assigned Commitment Amounts”) on
the terms and subject to the conditions set forth herein and Assignee wishes to accept assignment of such rights and to assume
such obligations from Assignor on such terms and subject to such conditions;


 




    	 	 A-1	 



    	 



    


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:


 


1.Assignment
and Acceptance.


 


(a)Subject
to the terms and conditions of this Assignment and Acceptance, (i) Assignor hereby sells, transfers and assigns to Assignee, and
(ii) Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty
(except as provided in this Assignment and Acceptance) an interest in (A) the Commitments and each of the Committed Loans of Assignor
and (B) all related rights, benefits, obligations, liabilities and indemnities of Assignor under and in connection with the Loan
Agreement and the other agreements, documents and instruments referred to therein or at any time executed and/or delivered in
connection therewith or related thereto (all of the foregoing, together with the Loan Agreement, as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as
the “Financing Agreements”), so that after giving effect thereto, the Commitments of Assignee and the Commitments
of Assignor shall be as set forth in clauses (c) and (d) below and the Pro Rata Share (as defined in the Loan Agreement) of Assignee
shall be _______ percent (__%).


 


(b)With
effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed
to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements
concerning confidentiality and the payment of indemnification, with a U.S Commitment in an amount equal to the U.S. Assigned Commitment
Amount and a Canadian Commitment in an amount equal to the Canadian Assigned Commitment Amount. Assignee agrees that it will perform
in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by
it as a Lender. It is the intent of the parties hereto that the U.S. Commitment and Canadian Commitment of Assignor shall, as
of the Effective Date, be reduced by an amount equal to the U.S. Assigned Commitment Amount and the Canadian Assigned Commitment
Amount, respectively, and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to
the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish their rights
under the Loan Agreement to the extent such rights relate to the time prior to the Effective Date.


 


(c)After
giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s U.S. Commitment will be
$_____________ and its Canadian Commitment will be $______________.


 


(d)After
giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s U.S. Commitment will be
$______________ and its Canadian Commitment will be $______________.


 


2.Payments.
As consideration for the sale, assignment and transfer contemplated in Section 1 hereof, Assignee shall pay to Agent, for the
benefit of Assignor, on the Effective Date in immediately available funds an amount equal to $____________, representing Assignee’s
Pro Rata Share of the principal amount of all Committed Loans.


 




    	 	 A-2	 



    	 



    


 


3.Reallocation
of Payments. Any interest, fees and other payments accrued to the Effective Date with respect to the Commitments, Committed
Loans and outstanding Letter of Credit Accommodations shall be for the account of Assignor. Except as Assignor or Assignee may
otherwise agree in writing (with or without the consent of Borrowers) any interest, fees and other payments accrued on and after
the Effective Date with respect to the Assigned Commitment Amounts shall be for the account of Assignee. Each of Assignor and
Assignee agrees that it will hold in trust for the other parties any interest, fees and other amounts which it may receive to
which the other party is entitled pursuant to the preceding sentence and pay to the other party any such amounts which it may
receive promptly upon receipt.


 


4.Independent
Credit Decision. Assignee (a) acknowledges that it has received a copy of the Loan Agreement and the Schedules and Exhibits
thereto, together with copies of the most recent financial statements of Borrowers, and such other documents and information as
it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Assignment and Acceptance
and (b) agrees that it will, independently and without reliance upon Assignor, Agent or any Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not
taking action under the Loan Agreement.


 


5.Effective
Date; Notices.


 


(a)As
between Assignor and Assignee, the effective date for this Assignment and Acceptance shall be _______________, _____ (the “Effective
Date”); provided, that, the following conditions precedent have been satisfied on or before the Effective
Date:


 


(i)this
Assignment and Acceptance shall be executed and delivered by Assignor and Assignee;


 


(ii)the
consent of Agent as required for an effective assignment of the Assigned Commitment Amounts by Assignor to Assignee shall have
been duly obtained and shall be in full force and effect as of the Effective Date;


 


(iii)written
notice of such assignment, together with payment instructions, addresses and related information with respect to Assignee, shall
have been given to Borrower and Agent; and


 


(iv)Assignee
shall pay to Assignor all amounts due to Assignor under this Assignment and Acceptance.


 


(b)Promptly
following the execution of this Assignment and Acceptance, Assignor shall deliver to Borrowers and Agent for acknowledgment by
Agent, a Notice of Assignment in the form attached hereto as Schedule 1.


 




    	 	 A-3	 



    	 



    


 


6.Agent.


 


(a)Assignee
hereby appoints and authorizes Wells Fargo Capital Finance, LLC in its capacity as Agent to take such action as agent on its behalf
to exercise such powers under the Loan Agreement as are delegated to Agent.


 


(b)[Assignee
shall assume no duties or obligations held by Assignor in its capacity as Agent under the Loan Agreement.]


 


7.Withholding
Tax. Assignee attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s
status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the
Assignee under the Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such
rates at a rate reduced by an applicable tax treaty.


 


8.Representations
and Warranties.


 


(a)Assignor
represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any security interest, lien, encumbrance or other adverse claim, (ii) it is duly organized
and existing and it has the full power and authority to take, and has taken, all action necessary to execute and deliver this
Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this
Assignment and Acceptance and to fulfill its obligations hereunder, (iii) no notices to, or consents, authorizations or approvals
of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this
Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Loan Agreement, no further
action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance, and (iv) this
Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of
Assignor, enforceable against Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency,
moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general
equitable principles.


 


(b)Assignor
makes no representation or warranty and does not assume any responsibility with respect to any statements, warranties or representations
made in or in connection with the Loan Agreement or any of the other Financing Agreements or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Agreement or any other instrument or document furnished pursuant
thereto. Assignor makes no representation or warranty in connection with, nor does it assume any responsibility with respect to,
the solvency, financial condition, asset valuation or realization, or statements of any Borrower, any Obligor or any of their
respective Affiliates, or the performance or observance by any Borrower, any Obligor or any other Person, of any of its respective
obligations under the Loan Agreement or any other instrument or document furnished in connection therewith.


 




    	 	 A-4	 



    	 



    


 


(c)Assignee
represents and warrants that (i) it is duly organized and existing and it has full power and authority to take, and has taken,
all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be
executed or delivered by it in connection with this Assignment and Acceptance, and to fulfill its obligations hereunder, (ii)
no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained)
for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings
or filings required by the Loan Agreement, no further action by, or notice to, or filing with, any Person is required of it for
such execution, delivery or performance; and (iii) this Assignment and Acceptance has been duly executed and delivered by it and
constitutes the legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with the terms hereof,
subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating
to or affecting creditors’ rights to general equitable principles.


 


9.Further
Assurances. Assignor and Assignee each hereby agree to execute and deliver such other instruments, and take such other action,
as any party hereto may reasonably request in connection with the transactions contemplated by this Assignment and Acceptance,
including the delivery of any notices or other documents or instruments to any party to the Loan Agreement, which may be required
in connection with the assignment and assumption contemplated hereby.


 


10.Miscellaneous


 


(a)Any
amendment or waiver of any provision of this Assignment and Acceptance must be in writing and signed by the parties hereto, except
as otherwise provided herein. No failure or delay by either party hereto in exercising any right, power or privilege hereunder
shall operate as a waiver thereof and any waiver of any breach of the provisions of this Assignment and Acceptance shall be without
prejudice to any rights with respect to any other for further breach thereof.


 


(b)All
payments made hereunder shall be made without any set-off or counterclaim.


 


(c)Assignor
and Assignee shall each pay its own costs and expenses incurred in connection with the negotiation, preparation, execution and
performance of this Assignment and Acceptance.


 


(d)This
Assignment and Acceptance may be executed in any number of counterparts and all of such counterparts taken together shall be deemed
to constitute one and the same instrument.


 


(e)THIS
ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA. Each party
hereto irrevocably submits to the non-exclusive jurisdiction of any State or Federal court sitting in Los Angeles County, California
over any suit, action or proceeding arising out of or relating to this Assignment and Acceptance and irrevocably agrees that all
claims in respect of such action or proceeding may be heard and determined in such California State or Federal court. Each party
to this Assignment and Acceptance hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an
inconvenient forum to the maintenance of such action or proceeding.


 




    	 	 A-5	 



    	 



    


 


(f)EACH
PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE LOAN AGREEMENT, ANY
OF THE OTHER FINANCING AGREEMENTS OR ANY RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS
(WHETHER ORAL OR WRITTEN).


 


IN
WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and Acceptance to be executed and delivered by their duly authorized
officers as of the date first above written.


 


	 	,
	 	 	 
	 	a
    	 
	 	 	 
	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 
	 	 	
	 	,
	 		 
	 	a	 
	 	 	 
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	 



 



    	 	 A-6	 



    	 



    



 


SCHEDULE
1


to
Assignment and Acceptance


 


Form
of


 




NOTICE OF ASSIGNMENT AND ACCEPTANCE


 


______________,
_____


 


Wells
Fargo Capital Finance, LLC


2450
Colorado Avenue, Suite 3000


Santa
Monica, California 90404


Attn:
________________________


____________________________

____________________________

____________________________

Attn: _______________________


 


		Re:	___________________________________



 


Ladies
and Gentlemen:


 


Reference
is hereby made to (a) that certain Fourth Amended and Restated Loan and Security Agreement, dated as of January 19, 2016 (as the
same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan
Agreement”) by and among PCM, INC., PCM SALES, INC., PCM LOGISTICS, LLC, PCMG, INC., M2 MARKETPLACE, INC., ABREON, INC.,
MALL ACQUISITION SUB 5 INC., PCM BPO, LLC, ONSALE HOLDINGS, INC., AND EN POINTE TECHNOLOGIES SALES, LLC (collectively, “U.S.
Borrowers”), PCM SALES CANADA, INC. and ACRODEX INC. (collectively, “Canadian Borrowers”, and together
with the U.S. Borrowers, collectively, “Borrowers”), the financial institutions from time to time party to
the Loan Agreement as lenders (each a “Lender” and collectively, the “Lenders”) and Wells
Fargo Capital Finance, LLC, as administrative and collateral agent for the Lenders (in such capacity, “Agent”)
pursuant to which the Lenders have and may continue to make loans and provide other financial accommodations to Borrowers and
(b) the other agreements, documents and instruments referred to in the Loan Agreement or at any time executed and/or delivered
in connection therewith or related thereto (all of the foregoing, together with the Loan Agreement, as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as
the “Financing Agreements”). Capitalized terms not otherwise defined herein shall have the respective meanings
ascribed thereto in the Loan Agreement.


 


1.We
hereby give you notice of, and request Agent’s consent to, the assignment by ____________________________ (the “Assignor”)
to ___________________________ (the “Assignee”) such that after giving effect to the assignment, Assignee shall
have an interest equal to ________ percent (__%) of the total Commitments pursuant to the Assignment and Acceptance Agreement
attached hereto (the “Assignment and Acceptance”). We understand that Assignor’s U.S. Commitment shall
be reduced by $_____________ and Assignor’s Canadian Commitment shall be reduced by $_____________.


 




    	 	 A-7	 



    	 



    


 


2.Assignee
agrees that, upon receiving the consent of Agent to such assignment, Assignee will be bound by the terms of the Loan Agreement
as fully and to the same extent as if the Assignee were the Lender originally holding such interest under the Loan Agreement.


 


3.The
following administrative details apply to Assignee:


 


	 	(a)	Notice address:



 


	 	Assignee:	__________________________
	 	Address:	__________________________
	 	 	 
	 	Attention:	__________________________
	 	Telephone:	__________________________
	 	Telecopier:	__________________________










	 	(b)	Payment instructions:






	 	Account
No.:	__________________________
	 	At:	__________________________
	 	ABA No.:	__________________________
	 	For Credit To:	__________________________
	 	Reference:	__________________________



 


4.You
are entitled to rely upon the representations, warranties and covenants of each party to the Assignment and Acceptance as contained
therein.


 




    	 	 A-8	 



    	 



    


 


IN
WITNESS WHEREOF, Assignor and Assignee have each caused this Notice of Assignment and Acceptance to be executed by its duly authorized
officials, officers or agents as of the date first above mentioned.


 





	 	Very truly yours,
	 	 
	 	,
	 	 	 
	 	a
    	 	 
	 	 	 
	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 
	 	 	
	 	,
	 		 
	 	a	 	 
	 	 	 
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	 


 


ACKNOWLEDGED
AND CONSENTED TO:


 


WELLS
FARGO CAPITAL FINANCE, LLC,

a Delaware limited liability company,

as Agent


 


	By:		 
	Name:	 	 
	Title:	 	 
	 		 
	ACKNOWLEDGED:	 
	 	 
	 	 
	a	 	 	 
	 	 	 
	 	 	 
	By:		 
	Name:		 
	Title:	 	 





 





    	 	 A-9	 



    	 



    


 


EXHIBIT
B


 


Form
of Information Certificates (for U.S. Borrowers)


 


INFORMATION
CERTIFICATE

OF

[_____________________________]


 


Dated:
[___________, 20__]


 


Wells
Fargo Capital Finance, LLC

2450 Colorado Avenue, Suite 3000 West


Santa
Monica, CA 90404


 


In
order to assist you in the evaluation of the financing you are considering of [_________________________] (the “Company”),
to expedite the preparation of required documentation, and to induce you to provide financing to the Company, we represent and
warrant to you the following information about the Company, its organizational structure and other matters of interest to you:


 


	5.	The
    Company has been formed by filing the following document with the Secretary of State of the State of ___________________:


 


	 	(a)	Certificate/Articles
    of Incorporation
	 	(b)	Certificate/Articles
    of Organization
	 	(c)	Other
    [specify] 



 

	 	The
    date of formation of the Company by the filing of the document specified above with the Secretary of State was _________________________,
    _____.



 

	6.	The
    Company was not formed by filing a document with any Secretary of State.  The Company is organized as a [specify
    type of organization, (e.g., general partnership, sole proprietorship, etc.)] ________________________________________.  The
    Company’s governing document is a [name legal document, if one exists, (e.g., partnership agreement, etc.] ____________________________________________.
	 	 
	7.	The
    full and exact name of the Company as set forth in the document specified in Item 1 or 2, or (if no document is specified
    in Item 1 or 2) the full and exact legal name used in the Company’s business, is:
	 	 
	8.	The
    Company uses and owns the following trade name(s) in the operation of its business (e.g. billing, advertising, etc.; note:
    do not include names which are product names only):
	 	 
	 	_________
	 	_________
	 	_________
	 	_________
	 	_________



 



    	 	 B-1	 



    	 



    

 





	9.	The
    Company maintains offices, leases or owns real estate, has employees, pays taxes, or otherwise conducts business in the following
    States (including the State of its organization):
	 	 
	 	_________
	 	 
	10.	The
    Company has filed the necessary documents with the Secretary of State to qualify as a foreign corporation in the following
    States:
	 	 
	 	_________
	 	 
	11.	The
    Company’s authority to do business has been revoked or suspended, or the Company is otherwise not in good standing in
    the following States:
	 	 
	 	_________
	 	 
	12.	The
    Company is the owner of the following licenses and permits, issued by the federal, state or local agency or authority indicated
    opposite thereto:



 

	 	Type
    of License	 	Issuing
    Agency or Authority
	 	______________________	 	______________________
	 	______________________	 	______________________
	 	______________________	 	______________________
	 	______________________	 	______________________



 

	13.	In
                                         conducting its business activities, the Company is subject to regulation by federal,
                                         state or local agencies or authorities (e.g., FDA, EPA, state or municipal liquor licensing
                                         agencies, federal or state carrier commissions, etc.) as follows:



 


	 	Type of Activity	 	Regulatory Agency or Authority
	 	______________________	 	______________________
	 	______________________	 	______________________
	 	______________________	 	______________________
	 	______________________	 	______________________
	 	______________________	 	______________________


 



	14.	The
    Company has never been involved in a bankruptcy or reorganization except: [explain]
	 	 
	 	_________
	 	_________
	 	_________
	 	_________



 






    	 	 B-2	 



    	 



    

 





	15.	Between
    the date the Company was formed and now, the Company has used other names as set forth below:



 

	Period
    of Time	Prior
    Name
		 
	From
    _______ to __________	___________________________________
	From
    _______ to __________	___________________________________
	From
    _______ to __________	___________________________________
	From
_______ to __________ 
	___________________________________



 

	16.	Between
    the date the Company was formed and now, the Company has made or entered into mergers or acquisitions with other companies
    as set forth below


 





	 	Approximate
Date	 	Other
Entity	Description of Transaction
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________


  

	17.	The
    chief executive office of the Company is located at the street address set forth below, which is in ____________________ County,
    in the State of _______________________:


 


_______________________________


_______________________________


_______________________________


_______________________________


 


	18.	The
    books and records of the Company pertaining to accounts, contract rights, inventory, etc. are located at the following street
    address:


 _______________________________


_______________________________


_______________________________


_______________________________


 







    	 	 B-3	 



    	 



    

 






	19.	In
    addition to the chief executive office, the Company has inventory, equipment or other assets located at the addresses set
    forth below.  In each case, we have noted whether the location is owned, leased or operated by third parties and
    the names and addresses of any mortgagee, lessor or third party operator:



 





	Street
    Address with

 County	Company’s
    Interest 

(e.g., owner, lessee or 

bailee)	Name
    and Address of 

Third Party with Interest 

in Location 

(e.g., mortgagee, lessor or 

warehouseman)
	 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 


	 	 
	 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	 	 
	 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	 	 
	 

                                                                                 

                                                                                 

                                                                                

                                                                                 

                                                                                 
	 	 


	 

                                                                                 

                                                                                 

                                                                                

                                                                                 

                                                                                 
	 	 



  


	20.	In the course of its business, the Company’s inventory and/or other assets are handled by the following customs brokers and/or freight forwarders:




 





	Name	Address	Type of Service/ Assets

    Handled
	 

                                                                                 

                                                                                  

                                                                                 

                                                                                 


	 	 
	 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	 	 
	 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	 	 
	 

                                                                                 

                                                                                 

                                                                                

                                                                                 

                                                                                 
	 	 


	 

                                                                                 

                                                                                 

                                                                                

                                                                                 

                                                                                 
	 	 



	 

                                                                                 

                                                                                 

                                                                                

                                                                                 

                                                                                 
	 	 



   






    	 	 B-4	 



    	 



    

  




	

    21.	The
    places of business or other locations of any assets used by the Company during the last four (4) months other than those listed
    above are as follows:



 





	Street
    Address	City	State &
    Zip

    Code	County
	 

                                                                                 

                                                                                 

                                                                                 

                                                                                 


	 	 	 
	 

                                                                                 

                                                                                  

                                                                                 

                                                                                 
	 	 	 
	 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	 	 	 
	 

                                                                                 

                                                                                 

                                                                                

                                                                                 

                                                                                 
	 	 	 


	 

                                                                                 

                                                                                 

                                                                                

                                                                                 

                                                                                 
	 	 	 






 



    	 	 B-5	 



    	 



    

 





	22.	The
    Company is affiliated with, or has ownership in, the following entities (including subsidiaries):



 

	Name
    of Entity	Chief
    Executive Office	Jurisdiction
    of Incorporation	Ownership
    Percentage or Relationship
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________



 




	23.	The
    Federal Employer Identification Number of the Company is 



 





	24.	Under the Company’s charter documents, and under the laws of the State in which the Company is organized, the shareholders, members or other equity holders do not have to consent in order for the Company to borrow money, incur debt or obligations, pledge or mortgage the property of the Company, grant a security interest in the property of the Company or guaranty the debt of obligations of another person or entity.




 


	 	(a)True	 	(b)Incorrect [explain]:
	 	 	 	__________________________________________________
	 	 	 	__________________________________________________
	 	 	 	__________________________________________________
	 	 	 	__________________________________________________







 

The
power to take the foregoing actions is vested exclusively in the __________

[name the body (e.g. Board of Directors) or person (e.g. general partner, sole Manager) that has such authority].


 


	25.	The
    officers of the Company (or people performing similar functions) and their respective titles are as follows:



 


 


	 	Title	 	Name
	 	_______________________________________	 	___________________________________________
	 	_______________________________________	 	___________________________________________
	 	_______________________________________	 	___________________________________________
	 	_______________________________________	 	___________________________________________





 




    	 	 B-6	 



    	 



    


 


The
following people will have signatory powers as to all your of transactions with the Company:


 _________


_________





_________ 


 





	26.	The
    Company is governed by ______________________ [insert name of governing body or person (e.g. Board of Directors, sole Manager,
    General Partner)].  The members of such governing body of the Company are:
	 	 
	 	_________
	 	_________
	 	_________
	 	_________


 



	27.	The
    name of the stockholders, members, partners or other equity holders of the Company and their equity holdings are as follows
    (if equity interests are widely held indicate only equity owners with 10% or more of the equity interests):



  





	 	Name	 	No. of Shares or Units	Ownership Percentage
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________
















 


	28.	There
    are no judgments or litigation pending by or against the Company, its subsidiaries and/or affiliates or any of its officers/principals,
    except as follows:
	 	 
	 	_________
	 	_________
	 	_________
	 	_________



 




	29.	At
    the present time, there are no delinquent taxes due (including, but not limited to, all payroll taxes, personal property taxes,
    real estate taxes or income taxes) except as follows:
	 	_________
	 	_________
	 	_________
	 	_________


 




    	 	 B-7	 



    	 



    


 


	30.	The
    Company’s assets are owned and held free and clear of any security interests, liens or attachments, except as follows:



 


	 	Lienholder	 	Assets Pledged	Amount of Debt Secured
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________





 


	31.	The
    Company has not guaranteed and is not otherwise liable for the obligations of others, except as follows:



 


	 	Debtorr	 	Creditor	Amount of Obligation
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________





 


	32.	The
    Company does not own or license any trademarks, patents, copyrights or other intellectual property, except as follows (indicate
    type of intellectual property and whether owned or licensed, registration number, date of registration, and, if licensed,
    the name and address of the licensor):



 





	Type of Intellectual Property	Registration Number and Date of Registration	Owned or Licensed	Name and Address of Licensor
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________










 


	33.	The
    Company owns or uses the following materials (e.g., software, etc.) that are subject to registration with the United States
    Copyright Office, though at present copyright registrations have not been filed with respect to such materials:
	 	_________
	 	_________
	 	_________
	 	_________



 









    	 	 B-8	 



    	 



    


 


	34.	The
    Company does not have any deposit or investment accounts with any bank, savings and loan or other financial institution, except
    as follows, for the purposes and of the types indicated:



 





	Bank Name and Branch Address	Contact Person and Phone Number	Account No.	Purpose/Type
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________


 


	35.	The
    Company has no processing arrangements for credit card payments or payments made by check (e.g. Telecheck) except as follows:
    



 


	 	Processor Name and Address	 	Contact Person and Phone Number	Account No.
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________


	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________
	 	______________________	 	______________________	______________________



 


	36.	The
    Company owns or has registered to it the following motor vehicles, the original title certificates for which shall be delivered
    to Lender prior to closing:



 


	State Where Titled and, if different, Registered	Name of Registrant as it appears on the Title Certificate	VIN	Year, Make and Model
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________
	________________	________________	________________	________________





 



    	 	 B-9	 



    	 



    

 






	37.	With
    regard to any pension or profit sharing plan:.



 

	 	(i)	A
    determination as to qualification has been issued.
	 	(ii)	Funding
    is on a current basis and in compliance with established requirements.



 


	38.	The Company’s fiscal year ends: ______________________________________.
	 	 
	39.	Certified Public Accountants for the Company is the firm of:




 


	 	Name:	______________________________________________	 
	 	Address:	______________________________________________	 
	 	Telephone:	______________________________________________	 
	 	Facsimile:	______________________________________________	 
	 	E-Mail:	______________________________________________	 
	 	Partner Handling Relationship: ____________________________________	 
	 	Were statements uncertified for any fiscal year? _______________________	 






 


	40.	The
    Company’s counsel with respect to the proposed loan transaction is the firm of:


 


	 	Name:	______________________________________________	 
	 	Address:	______________________________________________	 
	 	Telephone:	______________________________________________	 
	 	Facsimile:	______________________________________________	 
	 	E-Mail:	______________________________________________	 
	 	Partner Handling Relationship: ____________________________________	 





 




    	 	 B-10	 



    	 



    


 


We
agree to give you prompt written notice of any change or amendment with respect to any of the foregoing information. Until you
receive such notice, you will be entitled to rely in all respects on the foregoing information.


 


	 	Very truly yours,
	 	[_________________]
	 	 	 
	 	By:	___________________________________________
	 	Title:	___________________________________________
	 	 	 
	 	By:	___________________________________________
	 	Title:	___________________________________________ 




 






    	 	 B-11	 



    	 



    

  


Form
of Information Certificates (for Canadian Borrowers)


 





INFORMATION
CERTIFICATE


OF


PCM
SALES CANADA, INC.


and


ACRODEX
INC. 


 


Dated: October
___, 2015


 


Wells Fargo Capital Finance, LLC

2450 Colorado Avenue, Suite 3000 West

Santa Monica, CA 90404


 


In order to assist you in
the evaluation of the financing you are considering for each of PCM Sales Canada, Inc. (“PCM”) and Acrodex
Inc. (“ACI”) (each a “Company” and together the “Companies”), as additional
borrowers to the current financing provided by you in favour of PCM, Inc and certain of its subsidiaries, to expedite the preparation
of required documentation, and to induce you to provide financing to the Companies, we represent and warrant to you the following
information about each Company, its organizational structure and other matters of interest to you:


 


	A.	Each
    Company has been formed by filing the following document with the (i) Province of _________________(PCM), and
    (ii) the Province of _______________(ACI):


 


		[  ]	Certificate/Articles of Incorporation
		[  ]	 Certificate/Articles of Organization 
		[  ]	Other [specify]:________________________________


 


The date of formation of each Company
by the filing of the document specified above with the Province was (a) _______________(PCM), and (b) _______________(ACI).


 


	B.	The
    full and exact name of each Company as set forth in the document specified in Item 1 is: ________________________, and ____________________


 


	C.	Each
    Company uses and owns the following trade name(s) in the operation of its business (e.g. billing, advertising, etc.; note:
    do not include names which are product names only): 


 


_______________________________________(PCM),
and

 _________________________(ACI)


 


	D.	Each
    Company maintains offices, leases or owns real estate, has employees, pays taxes, or otherwise conducts business in the following
    Provinces and States: _________________________(PCM, and __________________________________(ACI 


 




    	 	B-12	 



     

    


 


	E.	Each
    Company has filed the necessary documents with the Province/Secretary of State to qualify as an extra-provincial/foreign corporation
    in the following Provinces and States:  _______________________(PCM), and ___________________________(ACI)


 


	F.	Each
Company’s authority to do business has been revoked or suspended, or the Company is otherwise not in good standing in the
following Provinces and States: _______________ (PCM), and __________________________(ACI)


 


	G.	Each
    Company is the owner of the following licenses and permits, issued by the federal, provincial, state or local agency or authority
    indicated opposite thereto:


 





	 	Type of License	 	Issuing Agency or Authority
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 







 


	H.	In
    conducting its business activities, each Company is subject to regulation by federal, provincial, state or local agencies
    or authorities (e.g., FDA, EPA, provincial or state or municipal liquor licensing agencies, federal, provincial or state carrier
    commissions, etc.) as follows:


 





	 	Type of Activity	 	Regulatory Agency or Authority
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 







 


	I.	None
    of the Companies has never been involved in a bankruptcy or reorganization except: [explain] _______________


 


	J.	Between
    the date that each Company was formed and now, Companies have used other names as set forth below:


 


		Period of Time 		Prior Name 
		From 		to 	(PCM
		From 		to 	(PCM)
		From 		to 	(ACI)
		From 		to 	(ACI)


 


	K.	Between
    the date that each Company was formed and now, the Companies have made or entered into mergers, amalgamations or acquisitions
    with other companies as set forth below:


 


	 	Approximate
    Date	 	Other
    Entity	 	Description
    of Transaction
	 	 	 	 	 	(PCM
	 	 	 	 	 	(PCM)


 




    	 	B-13	 



     

    


 


	 	 	 	 	 	(ACI)
	 	 	 	 	 	(ACI)


 


	L.	The
                                                                              chief executive office of each Company is located at the street address set forth below, which is in _______________ (City)
                                                                              (PCM/ACI), in the Province of (PCM/ACI)



 


	M.	The
    books and records of each Company pertaining to accounts, contract rights, inventory, etc. are located at the following street
    address:



 

______________________________
(PCM) _______________________ (ACI)


 


	N.	In
    addition to the chief executive office, each Company has inventory, equipment or other assets located at the addresses set
    forth below. In each case, we have noted whether the location is owned, leased or operated by third parties and the names
    and addresses of any mortgagee, lessor or third party operator:


 


	Street
    Address with

 County	Company’s
    Interest 

(e.g., owner, lessee or 

bailee)	Name
    and Address of 

Third Party with Interest 

in Location 

(e.g., mortgagee, lessor or 

warehouseman)
	(PCM)	 	 
	(PCM)	 	 
	(ACI)	 	 
	(ACI)	 	 


 


	O.	In
    the course of its business, each of Company’s inventory and/or other assets are handled by the following customs brokers
    and/or freight forwarders:


 


	Name	Address	Type
    of Service/Assets 

Handled
	(PCM)	 	 
	(ACI)	 	 
	 	 	 


 


	P.	The
    places of business or other locations of any assets used by each Company during the last four (4) months other than those
    listed above are as follows:


 


	Street
    Address	City	Province/State	County/Postal
    

Code/Zip Code
	(PCM)	 	 	 
	(ACI)	 	 	 
	 	 	 	 
	 	 	 	 


 




    	 	B-14	 



     

    


 


	Q.	Each
    Company is affiliated with, or has ownership in, the following entities (including subsidiaries): 


 


	 	Name
    of Entity	Chief
    Executive 

Office	Jurisdiction
    of 

Incorporation	Ownership
    

Percentage or 

Relationship
	 	(PCM)	 	 	 
	 	(ACI)	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	R.	The
    Federal Employer/Tax Identification Number of each Company is ______________ (PCM) ___________________________
    (ACI)
	 	 
	S.	Under
    each Company’s charter documents, and under the laws of the Province/State in which each Company is organized, the shareholders,
    members or other equity holders do not have to consent in order for the requisite Company to borrow money, incur debt or obligations,
    pledge or mortgage the property of such Company, grant a security interest in the property of such Company or guaranty the
    debt of obligations of another person or entity.



 





	 	[  ]True	 	[  ] Incorrect [explain]:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 







 




The
power to take the foregoing actions is vested exclusively in the _________________ [name the body (e.g. Board of Directors)
or person (e.g. general partner, sole Manager) that has such authority].


 


	T.	The
    officers of each Company (or people performing similar functions) and their respective titles are as follows:


 


(PCM)


 





	Title	Name
		 
		 
	 	 
	 	 


 


(ACI) 


 





	Title	Name
		 
		 
	 	 
	 	 


 




    	 	B-15	 



     

    





 


	U.	Each
    Company is governed by 
                         (PCM)
    __________(ACI) [insert name of governing body or person (e.g. Board of Directors, sole     Manager, General Partner)].
    The members of such governing body of the Company are:                               (PCM)_________________(ACI)
	 	 
	V.	The
    name of the stockholders, members, partners or other equity holders of each Company and their equity holdings are as follows
    (if equity interests are widely held indicate only equity owners with 10% or more of the equity interests):


 


(PCM)


 





	Name	No.
    of Shares or Units	Ownership
    Percentage
		 	 
		 	 
	 	 	 


   


(ACI)


 





	Name	No.
    of Shares or Units	Ownership
    Percentage
		 	 
		 	 
	 	 	 


 


	W.	There
    are no judgments or litigation pending by or against the Companies, their subsidiaries and/or affiliates or any of their officers/principals,
    except as follows: _______________________
	 	 
	X.	At
    the present time, there are no delinquent taxes due (including, but not limited to, all payroll taxes, personal property taxes,
    real estate taxes or income taxes) except as follows:  _______________________
	 	 
	Y.	Each
    of the Company’s assets are owned and held free and clear of any security interests, liens or attachments, except as
    follows:


 


(PCM)


 





	Lienholder	Assets
    Pledged	Amount of Debt
    Secured
		 	 
		 	 
	 	 	 





 


(ACI)


 




    	 	B-16	 



     

    


 





	Lienholder	Assets
    Pledged	Amount of Debt
    Secured
		 	 
		 	 
	 	 	 


  


	Z.	Each
    Company has not guaranteed and is not otherwise liable for the obligations of others, except as follows:


 


(PCM)


 





	Debtor	Creditor	Amount of
     Obligation
		 	 
		 	 
	 	 	 


  


(ACI)


 





	Debtor	Creditor	Amount of Obligation
		 	 
		 	 
	 	 	 


 


	AA.	Each
    Company does not own or license any trademarks, patents, copyrights or other intellectual property, except as follows (indicate
    type of intellectual property and whether owned or licensed, registration number, date of registration, and, if licensed,
    the name and address of the licensor):


 


(PCM)


 





	Type
    of 

Intellectual 

Property	Registration
    

Number and Date 

of Registration	Owned
    or 

Licensed	Name
    and Address 

of Licensor
	(PCM)	 	 	 
	(ACI)	 	 	 
	 	 	 	 
	 	 	 	 


  


(ACI)


 





	Type
    of 

Intellectual 

Property	Registration
    

Number and Date 

of Registration	Owned
    or 

Licensed	Name
    and Address 

of Licensor
		 	 	 
		 	 	 
	 	 	 	 
	 	 	 	 


  




    	 	B-17	 



     

    





 


	BB.	Each
    Company owns or uses the following materials (e.g., software, etc.) that are subject to registration with the United States
    Copyright Office or the Canadian Intellectual Property Office, though at present copyright registrations have not been filed
    with respect to such materials:                                                                                                                        (PCM)                                                                                                                                                                                                               _____
	 	______________________________________________________(ACI)


 


	CC.	Each
    Company does not have any deposit or investment accounts with any bank, savings and loan or other financial institution, except
    as follows, for the purposes and of the types indicated:


 


(PCM)


 





	Bank
    Name and

 Branch Address	Contact
    Person

 and Phone 

Number	Account
    No.	Purpose/Type
		 	 	 
		 	 	 
	 	 	 	 
	 	 	 	 


 


(ACI)


 





	Bank
    Name and

 Branch Address	Contact
    Person

 and Phone 

Number	Account
    No.	Purpose/Type
		 	 	 
		 	 	 
	 	 	 	 
	 	 	 	 


  


	DD.	Each
    Company has no processing arrangements for credit card payments or payments made by check (e.g. Telecheck) except as follows:


 


(PCM)


 





	Processor
    Name and

 Address	Contact
    Person

 and Phone 

Number	Account
    No.
		 	 
		 	 
	 	 	 


  




    	 	B-18	 



     

    


 


(ACI)


 


	Processor
    Name and

 Address	Contact
    Person and

 Phone Number	Account
    No.
	 	 	 
	 	 	 
	 	 	 


 


	EE.	Each
    Company owns or has registered to it the following motor vehicles in the USA, the original title certificates for which shall
    be delivered to Lender prior to closing:


 


	State
    Where Titled 

and, if different, 

Registered	Name
    of 

Registrant as it

 appears on the 

Title Certificate	VIN	Year,
    Make and 

Model
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


	FF.	With
    regard to any pension or profit sharing plan of the Companies: [list all plans] _____________________________


 


1.A
determination as to qualification has been issued.


 


2.Funding
is on a current basis and in compliance with established requirements.


 


3.Attached
are the current pension plan documents and the latest actuarial reports for each pension plan.


 


	GG.	Each
    Company’s fiscal year ends: 	       
       
    (PCM)                                                                                  
     (ACI)


 


	HH.	Certified
    Public Accountants for the Companies is the firm of: _____________________________________________


 


Name: _____________________________________

Address: ___________________________________

Telephone: __________________________________

Facsimile: ___________________________________

E-Mail: _____________________________________

Partner Handling Relationship:  ___________________

Were statements uncertified for any fiscal year? ______


 


	II.	The
    Companies’ Canadian counsel with respect to the proposed loan transaction is the firm of:


 




    	 	B-19	 



     

    


 


Name:
____________________________________

Address: __________________________________

Telephone: _________________________________

Facsimile: __________________________________

E-Mail: ____________________________________

Partner Handling Relationship:  __________________


 




    	 	B-20	 



     

    


 


We agree to give you
prompt written notice of any change or amendment with respect to any of the foregoing information. Until you receive such notice,
you will be entitled to rely in all respects on the foregoing information.


 


	 	Very truly yours,
	 	 	 
	 	[__________________]
	 	 	 
	 	By:	 __________________________________________
	 	Name:	 __________________________________________
	 	Title:	 __________________________________________


 




    	 	B-21	 



     

    




   





EXHIBIT
C


 


Form
of Joinder Agreement


  


THIS
JOINDER AGREEMENT (this “Agreement”), dated as of                                 ,
                , 20                 ,
is entered into among                                            ,
a                                             (the
“New Borrower”), the Lenders (as defined below) signatory hereto, and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware
limited liability company, as agent (in such capacity, “Agent”) for the Lenders under that certain Fourth Amended
and Restated Loan and Security Agreement dated as of January 19, 2016 among PCM, INC., PCM SALES, INC., PCM LOGISTICS, LLC, PCMG,
INC., M2 MARKETPLACE, INC., ABREON, INC., MALL ACQUISITION SUB 5 INC., PCM BPO, LLC, ONSALE HOLDINGS, INC., AND EN POINTE TECHNOLOGIES
SALES, LLC (collectively, “U.S. Borrowers”), PCM SALES CANADA, INC. and ACRODEX INC. (collectively, “Canadian
Borrowers”, and together with the U.S. Borrowers, collectively, “Borrowers”), the several financial
institutions from time to time party to thereto as lenders (“Lenders”), and Agent (as the same may be amended,
modified, extended or restated from time to time, the “Loan Agreement”). All capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the Loan Agreement.


 


The
New Borrower, Agent and the Lenders, hereby agree as follows:


 


1.The
New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Borrower will be deemed
to be a “[U.S./Canadian] Borrower” for all purposes of the Loan Agreement and shall have all of the obligations of
a [U.S./Canadian] Borrower thereunder as if it had executed the Loan Agreement. The New Borrower hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Loan Agreement, including without
limitation (a) all of the representations and warranties of the Borrowers set forth in Section VIII of the Loan Agreement, (b)
all of the covenants set forth in Sections VII and IX of the Loan Agreement and (c) all of the multiple borrower provisions of
Section XIV of the Loan Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Borrower,
hereby agrees, jointly and severally with the other [U.S./Canadian] Borrowers, that it is responsible for the prompt payment and
performance of the [Canadian] Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration
or otherwise) strictly in accordance with the terms thereof.


 


2.To
secure payment and performance of all [Canadian] Obligations, New Borrower hereby grants to Agent a continuing security interest
in, a lien upon, and a right of set off against, and hereby assigns to Agent as security, all Collateral, whether now owned or
hereafter acquired or existing, and wherever located.


 







    	C-1 



    	 



    








 


3.The
definition of “Information Certificates” in Section 1.103 of the Loan Agreement shall be deemed include the Information
Certificate of New Borrower attached hereto as Exhibit B in addition to the Information Certificates of the Borrowers.


 


4.
The information set forth in Annex 1-A attached hereto supplements the information set forth in Schedules [
],1 respectively, to the Loan Agreement and shall be deemed a part thereof for all purposes of the Loan
Agreement.


 


5.
The New Borrower hereby represents and warrants to Administrative Agent and the Lenders the truth and accuracy as of the date
hereof as though made on and as of the date hereof of all representations and warranties applicable to Borrowers in the Loan
Agreement (after giving effect to the inclusions of New Borrower, its Information Certificate and the information set forth
on Annex 1-A as set forth in clauses (1), (3) and (4) above) other than any such representations or warranties that, by their
terms, are specifically made as of a date other than the date hereof.


 


6.The
New Borrower represents and warrants to Agent and the Lenders that:


 


(a)New
Borrower has the requisite corporate power and authority to execute and deliver this Agreement, and to perform its obligations
hereunder and under the Financing Agreements (as modified hereby) to which it is a party. The execution, delivery, and performance
by New Borrower of this Agreement have been duly approved by all necessary corporate action, have received all necessary governmental
approval, if any, and do not contravene (i) any law or (ii) any contractual restriction binding on New Borrower. No other corporate
proceedings are necessary to consummate such transactions.


 


(b)This
Agreement has been duly executed and delivered by New Borrower and constitutes its valid and legally binding obligation, enforceable
against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium, or other similar laws affecting creditors’ rights generally and general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law or in equity).


 


(c)The
representations and warranties contained in each Financing Agreement (other than any such representations or warranties that,
by their terms, are specifically made as of a date other than the date hereof) are true and correct on and as of the date hereof
as though made on and as of the date hereof.


 


(d)No
event has occurred and is continuing that constitutes a Default or Event of Default.


 


 






1
Borrowers to list schedules proposed to be amended here and the amendments thereto on Annex 1-A.


 




    	 	 C-2	 



    	 



    


  


7.
The New Borrower is, simultaneously with the execution of this Agreement, executing and delivering such certificates, agreements,
documents and instruments, as requested by Agent to evidence, perfect, maintain and enforce the security interests and the priority
thereof in the Collateral and to otherwise effectuate the provisions or purposes of the Loan Agreement or any of the other Financing
Agreements (including, without limitation, a favorable opinion letter of counsel to New Borrower), in each case, in form and substance
satisfactory to Agent.


 


8.The
address of the New Borrower for purposes of Section 13.2 of the Loan Agreement is as follows:


 


9.This
Agreement is a Financing Agreement. This Agreement may be executed in any number of counterparts, each of which when so executed
and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart
of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an
original executed counterpart of this Agreement.


 


10.Integration.
This Agreement, together with the other Financing Agreements, incorporates all negotiations of the parties hereto with respect
to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter
hereof.


 


11.THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA.


 


[REMAINDER
OF PAGE LEFT INTENTIONALLY BLANK]


 







    	 	 C-3	 



    	 



    





 






IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers
as of the day and year first above written.


  


	 	 [NEW
    BORROWER]
	 	 
	 	By:
	 	Name:
	 	Title:


 


Acknowledged
and agreed to as of the date set forth above:


  


WELLS
FARGO CAPITAL FINANCE, LLC,


as
Agent and as a U.S. Lender


 


	By:
    	 
	Name:	 
	Title:	 


  


WELLS
FARGO CAPITAL FINANCE CORPORATION CANADA,


as
a Canadian Lender


 


	By:	 
	Name:	 
	Title:	 


 


BANK
OF AMERICA, N.A.,


as
a U.S. Lender


 


	By:	 
	Name:	 
	Title:	 


 







    	 	 C-4	 



    	 



    


 


BANK
OF AMERICA, N.A. (acting through its Canada branch),


as
a Canadian Lender


 


	By:	 
	Name:	 
	Title:	 


 


PNC
BANK, N.A.,


as
a U.S. Lender


 


	By:	 
	Name:	 
	Title:	 


 


PNC
BANK CANADA BRANCH,


as
a Canadian Lender


 


	By:	 
	Name:	 
	Title:	 


 


JPMORGAN
CHASE BANK, N.A.,


as
a U.S. Lender


 


	By:	 
	Name:	 
	Title:	 


 


JPMORGAN
CHASE BANK, N.A., TORONTO BRANCH,


as
a Canadian Lender


 


	By:	 
	Name:	 
	Title:	 


 







    	 	 C-5	 



    	 



    


 


COMPASS
BANK,


as
a U.S. Lender and a Canadian Lender


 


	By:	 
	Name:	 
	Title:	 


 


CITY
NATIONAL BANK,


as
a U.S. Lender and a Canadian Lender


 


	By:	 
	Name:	 
	Title:	 


  







    	 	 C-6	 



    	 



    


 


exhibit
D


            
 


CDOR
RATE NOTICE


           
 


Wells Fargo Capital Finance,
LLC

2450 Colorado Avenue, Suite 3000

Santa Monica, California 90404





 


Ladies and Gentlemen:


 





Reference hereby is
made to that certain Fourth Amended and Restated Loan and Security Agreement (the Agreement), dated as of January 19, 2016,
is entered into by and among the financial institutions from time to time parties hereto, whether by execution of an Assignment
and Acceptance or the Agreement (each a Lender and collectively Lenders), WELLS FARGO CAPITAL FINANCE, LLC,
a Delaware limited liability company (WFCF), as administrative and collateral agent for the Lenders (in such capacity Agent),
Co-Lead Arranger, and Co-Bookrunner, BANK OF AMERICA, N.A., as Co-Lead Arranger, Co-Bookrunner, and Syndication Agent (BofA),
PCM, INC., a Delaware corporation (PCM), PCM SALES, INC., a California corporation (PCM Sales), PCM
LOGISTICS, LLC, a Delaware limited liability company (PCM Logistics), PCMG, INC., a Delaware corporation (PCMG),
M2 MARKETPLACE, INC., a Delaware corporation (M2), ABREON, INC., a Delaware corporation (Abreon),
MALL ACQUISITION SUB 5 INC., a Delaware corporation (Acquisition 5), PCM BPO, LLC, a Delaware limited liability
company (PCM BPO), ONSALE HOLDINGS, INC., an Illinois corporation (Holdings), and EN POINTE TECHNOLOGIES
SALES, LLC, a Delaware limited liability company (En Pointe) (each a U.S. Borrower and collectively the U.S.
Borrowers), and PCM SALES CANADA, INC., a Quebec corporation (PCM Sales Canada), and ACRODEX INC., an
Alberta corporation (Acrodex) (each a Canadian Borrower and collectively the Canadian Borrowers; and the
Canadian Borrowers and the U.S. Borrowers are each hereinafter referred to as a Borrower, and collectively, the Borrowers).
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.


                  
 


This CDOR Rate Notice
represents Canadian Borrowers’ request to elect the CDOR Rate Option with respect to outstanding Canadian Revolving Loans
in the amount of C$[__________] (the CDOR Rate Loan)[, and is a written confirmation of the telephonic notice of such
election given to Agent].


 





The CDOR Rate Loan will
have an Interest Period of [1, 2, 3 or 62] month(s) commencing on ______________________.


 





This CDOR Rate Notice
further confirms Canadian Borrowers’ acceptance, for purposes of determining the rate of interest based on the CDOR Rate
under the Agreement, of the CDOR Rate, in each case as determined pursuant to the Agreement.


 





 









2 6 months
only if available and agreed to by all applicable Lenders


 







    	 	 D-1	 



    	 



    


   


Dated: _____________, 20__





 


	 	●, as a Canadian Borrower
	 	 	 
	 	Per:	 
	 	Name:	 
	 	Title:	 


 


              







    	 	 D-2	 



    	 



    


   
 


Acknowledged
by:


 





	 	Wells Fargo Capital Finance, LLC, a 
 Delaware limited liability company
	 	 
	 	Per:	 
	 	Name:	 
	 	Title:	 





 







    	 	 D-3	 



    	 



    


  


***
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


 


SCHEDULE
8.4


 


Other
Liens


 





	Lien holder	 	Borrower(s)	 	Assets	 	Amount of Debt Secured
	 	 	 	 	 	 	 
	IBM Credit LLC	 	All Borrowers	 	All assets	 	[* * *]
	 	 	 	 	 	 	 
	Apple Inc.	 	All Borrowers	 	Inventory and all proceeds thereof	 	[* * *]
	 	 	 	 	 	 	 
	Hewlett-Packard Enterprise Company	 	All Borrowers	 	Inventory, equipment and all proceeds thereof	 	[* * *]
	 	 	 	 	 	 	 
	Hewlett-Packard Company	 	All Borrowers	 	Inventory, equipment and all proceeds thereof	 	[* * *]




  







    	 



    	 



    





 


SCHEDULE
8.9


 


Environmental
Disclosures


 


As set forth
in the Information Certificates.


 




    	 



    	 



    





 


***
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


 


SCHEDULE
9.9


 


Indebtedness


  


	Lien holder	 	Borrower(s)	 	
        Maximum Amount of Debt

	 	 	 	 	 
	IBM Credit LLC	 	All Borrowers	 	[* * *]
	 	 	 	 	 
	Apple Inc.	 	All Borrowers	 	[* * *]
	 	 	 	 	 
	Hewlett-Packard Enterprise Company	 	All Borrowers	 	[* * *]
	 	 	 	 	 
	Hewlett-Packard Company	 	All Borrowers	 	[* * *]







 







    	 



    	 



    


 


SCHEDULE
9.10


 


Real
Property


 


	1.	19
    Morgan Avenue, Irvine CA 92618
	 	 
	2.	5070
    and 5080 Old Ellis Pointe, Roswell GA 30076
	 	 
	3.	8337
    Green Meadows Drive North, Lewis Center OH 43035
	 	 
	4.	7000
    Souder Road, New Albany OH 43054
	 	 
	5.	1511
    Wilshire Blvd., Santa Monica, CA 90404