Exhibit 10.38


 





 



 





 


CREDIT AGREEMENT


 


dated as of


 


March 29, 2021


 


among


 


HYDROFARM HOLDINGS GROUP, INC., and


HYDROFARM, LLC


 


as Borrowers,


 


The Other Loan Parties Party Hereto,


 


The Lenders Party Hereto,


 


and


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 





 



 


JPMORGAN CHASE BANK, N.A.,


as Sole Bookrunner and Sole Lead Arranger


 


ASSET BASED LENDING


 





 



 






     


     


    

 


Table
of Contents


 


Page


 



	Article I	 	Definitions	 	1



 


	Section 1.01	 	Defined Terms	 	1
	Section 1.02	 	Classification of Loans and Borrowings	 	53
	Section 1.03	 	Terms Generally	 	53
	Section 1.04	 	Accounting Terms; GAAP	 	54
	Section 1.05	 	Currency Translations; Currency Matters	 	55
	Section 1.06	 	[Intentionally omitted]	 	56
	Section 1.07	 	Interest Rates; LIBOR Notifications	 	56
	Section 1.08	 	Letters of Credit	 	57
	Section 1.09	 	Divisions	 	57



 


	Article II	 	The Credits	 	57



 


	Section 2.01	 	Revolving Commitments	 	57
	Section 2.02	 	Loans and Borrowings	 	57
	Section 2.03	 	Requests for Revolving Borrowings	 	58
	Section 2.04	 	Protective Advances	 	60
	Section 2.05	 	Swingline Loans and Overadvances	 	60
	Section 2.06	 	Letters of Credit	 	62
	Section 2.07	 	Funding of Borrowings	 	67
	Section 2.08	 	Interest Elections	 	68
	Section 2.09	 	Termination of Revolving Commitments; Increase in Revolving Commitments	 	70
	Section 2.10	 	Repayment of Loans; Evidence of Debt	 	71
	Section 2.11	 	Prepayment of Loans	 	73
	Section 2.12	 	Fees	 	74
	Section 2.13	 	Interest	 	75
	Section 2.14	 	Alternate Rate of Interest; Illegality	 	76
	Section 2.15	 	Increased Costs	 	79
	Section 2.16	 	Break Funding Payments	 	81
	Section 2.17	 	Withholding of Taxes; Gross-Up	 	81
	Section 2.18	 	Payments Generally; Allocation of Proceeds; Sharing of Set-offs	 	85
	Section 2.19	 	Mitigation Obligations; Replacement of Lenders	 	88
	Section 2.20	 	Defaulting Lenders	 	89
	Section 2.21	 	Returned Payments	 	92
	Section 2.22	 	Banking Services and Swap Agreements	 	92



 


	Article III	 	Representations and Warranties	 	92



 


	Section 3.01	 	Organization; Powers	 	92
	Section 3.02	 	Authorization; Enforceability	 	91
	Section 3.03	 	Governmental Approvals; No Conflicts	 	93
	Section 3.04	 	Financial Condition; No Material Adverse Change	 	93
	Section 3.05	 	Properties	 	93



 






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Table
of Contents


(continued)


 


Page


 




	Section 3.06	 	Litigation and Environmental Matters	 	94
	Section 3.07	 	Compliance with Laws and Agreements; No Default	 	94
	Section 3.08	 	Investment Company Status	 	94
	Section 3.09	 	Taxes	 	95
	Section 3.10	 	Intentionally Omitted	 	95
	Section 3.11	 	No Filing or Stamp Taxes	 	95
	Section 3.12	 	Intentionally Omitted	 	95
	Section 3.13	 	ERISA; Foreign Benefit Arrangement; Canadian Pension Plan and Benefit Plans	 	95
	Section 3.14	 	Disclosure	 	96
	Section 3.15	 	Material Agreements	 	96
	Section 3.16	 	Solvency	 	97
	Section 3.17	 	Insurance	 	97
	Section 3.18	 	Capitalization and Subsidiaries	 	97
	Section 3.19	 	Security Interest in Collateral	 	98
	Section 3.20	 	Employment Matters	 	98
	Section 3.21	 	Margin Regulations	 	98
	Section 3.22	 	Use of Proceeds	 	98
	Section 3.23	 	No Burdensome Restrictions	 	98
	Section 3.24	 	Anti-Corruption Laws and Sanctions	 	99
	Section 3.25	 	Intentionally Omitted	 	99
	Section 3.26	 	Common Enterprise	 	99
	Section 3.27	 	EEA Financial Institutions	 	99
	Section 3.28	 	Plan Assets; Prohibited Transactions	 	99



 


	Article IV	 	Conditions	 	100



 


	Section 4.01	 	Effective Date	 	100
	Section 4.02	 	Each Credit Event	 	103



 


	Article V	 	Affirmative Covenants	 	104



 


	Section 5.01	 	Financial Statements; Borrowing Base and Other Information	 	104
	Section 5.02	 	Notices of Material Events	 	108
	Section 5.03	 	Existence; Conduct of Business	 	109
	Section 5.04	 	Payment of Obligations	 	109
	Section 5.05	 	Maintenance of Properties	 	110
	Section 5.06	 	Books and Records; Inspection Rights	 	110
	Section 5.07	 	Compliance with Laws and Material Contractual Obligations	 	110
	Section 5.08	 	Use of Proceeds	 	111
	Section 5.09	 	Accuracy of Information	 	111
	Section 5.10	 	Insurance	 	112
	Section 5.11	 	Casualty and Condemnation	 	112



 






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Table
of Contents


(continued)


 


Page


 




	Section 5.12	 	Appraisals	 	112
	Section 5.13	 	Depository Banks	 	112
	Section 5.14	 	Additional Collateral; Further Assurances	 	114
	Section 5.15	 	Post-Closing Matters	 	114



 


	Article VI	 	Negative Covenants	 	114



 


	Section 6.01	 	Indebtedness	 	114
	Section 6.02	 	Liens	 	116
	Section 6.03	 	Fundamental Changes	 	118
	Section 6.04	 	Investments, Loans, Advances, Guarantees and Acquisitions	 	119
	Section 6.05	 	Asset Sales	 	121
	Section 6.06	 	Sale and Leaseback Transactions	 	121
	Section 6.07	 	Swap Agreements	 	122
	Section 6.08	 	Restricted Payments; Certain Payments of Indebtedness	 	122
	Section 6.09	 	Transactions with Affiliates	 	123
	Section 6.10	 	Restrictive Agreements	 	123
	Section 6.11	 	Amendment of Material Documents	 	123
	Section 6.12	 	Compliance with Laws	 	123
	Section 6.13	 	Fixed Charge Coverage Ratio	 	124



 


	Article VII	 	Events of Default	 	124



 


	Article VIII	 	The Administrative Agent	 	128



 


	Section 8.01	 	Authorization and Action	 	128
	Section 8.02	 	Administrative Agent’s Reliance, Limitiation of Liability, Etc	 	131
	Section 8.03	 	Communications	 	133
	Section 8.04	 	The Administrative Agent Individually	 	134
	Section 8.05	 	Successor Administrative Agent	 	134
	Section 8.06	 	Acknowledgements of Lenders and Issuing Bank	 	136
	Section 8.07	 	Collateral Matters	 	137
	Section 8.08	 	Credit Bidding	 	138
	Section 8.09	 	Certain ERISA Matters	 	139
	Section 8.10	 	Flood Laws	 	140



 


	Article IX	 	Miscellaneous	 	140



 


	Section 9.01	 	Notices	 	140
	Section 9.02	 	Waivers; Amendments	 	142
	Section 9.03	 	Expenses; Limitation of Liability; Indemnity	 	145
	Section 9.04	 	Successors and Assigns	 	147
	Section 9.05	 	Survival	 	151



 






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Table
of Contents


(continued)


 


Page


 




	Section 9.06	 	Counterparts; Integration; Effectiveness; Electronic Execution	 	152
	Section 9.07	 	Severability	 	153
	Section 9.08	 	Right of Setoff	 	154
	Section 9.09	 	Governing Law; Jurisdiction; Consent to Service of Process	 	154
	Section 9.10	 	WAIVER OF JURY TRIAL	 	154
	Section 9.11	 	Headings	 	155
	Section 9.12	 	Confidentiality	 	155
	Section 9.13	 	Several Obligations; Nonreliance; Violation of Law	 	156
	Section 9.14	 	USA PATRIOT Act; Canadian Anti-Money Laundering Legislation	 	156
	Section 9.15	 	Disclosure	 	157
	Section 9.16	 	Appointment for Perfection	 	157
	Section 9.17	 	Interest Rate Limitation	 	157
	Section 9.18	 	Marketing Consent	 	158
	Section 9.19	 	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	 	158
	Section 9.20	 	No Fiduciary Duty, Etc	 	158
	Section 9.21	 	Acknowledgement Regarding Any Supported QFCs	 	159



 


	Article X	 	Loan Guaranty	 	160



 


	Section 10.01	 	Guaranty	 	160
	Section 10.02	 	Guaranty of Payment	 	160
	Section 10.03	 	No Discharge or Diminishment of Loan Guaranty	 	161
	Section 10.04	 	Defenses Waived	 	161
	Section 10.05	 	Rights of Subrogation	 	162
	Section 10.06	 	Reinstatement; Stay of Acceleration	 	162
	Section 10.07	 	Information	 	162
	Section 10.08	 	Termination	 	162
	Section 10.09	 	Taxes	 	163
	Section 10.10	 	Maximum Liability	 	162
	Section 10.11	 	Contribution	 	163
	Section 10.12	 	Liability Cumulative	 	164
	Section 10.13	 	Keepwell	 	164



 


	Article XI	 	The Borrower Representative	 	165



 


	Section 11.01	 	Appointment; Nature of Relationship	 	165
	Section 11.02	 	Powers	 	165
	Section 11.03	 	Employment of Agents	 	165
	Section 11.04	 	Notices	 	165
	Section 11.05	 	Successor Borrower Representative	 	165



 






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Table
of Contents


(continued)


 


Page


 


	Section 11.06	 	Execution of Loan Documents; Borrowing Base Certificate	 	166




 






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SCHEDULES:


 


Commitment Schedule


 


	Schedule 3.05	̶	Properties
	Schedule 3.06	̶	Disclosed Matters
	Schedule 3.18	̶	Capitalization and Subsidiaries
	Schedule 5.15	̶	Post-closing matters
	Schedule 6.01	̶	Existing Indebtedness
	Schedule 6.02	̶	Existing Liens
	Schedule 6.04	̶	Existing Investments
	Schedule 6.10	̶	Existing Restrictions



 



EXHIBITS:


 


	Exhibit A	̶	Form of Assignment and Assumption
	 	 	 
	Exhibit B	̶	Form of Borrowing Base Certificate
	 	 	 
	Exhibit C	̶	Form of Compliance Certificate
	 	 	 
	Exhibit D	̶	Joinder Agreement




 






    -vi- 


     


    

 






 


CREDIT AGREEMENT dated as
of March 29, 2021 (as it may be amended or otherwise modified from time to time, this “Agreement”) by and among
HYDROFARM HOLDINGS GROUP, INC., a Delaware corporation (the “Company”), HYDROFARM, LLC, a California limited liability
company (“HYD”, and together with the Company and any other Person incorporated under the laws of a jurisdiction located
in the U.S. who is joined as a Borrower in accordance with the terms hereof, each individually, as a “Borrower”, and
individually and collectively, jointly and severally, as the “Borrowers”), the other Loan Parties party hereto from
time to time, the Lenders party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


The parties hereto agree as
follows:


 


Article I


 


Definitions


 


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



 


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


 


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


 


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


 


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


 


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


 






    1


     


    

 


“Administrative
Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent and collateral agent for the Lenders hereunder
or, as applicable, such branches or affiliates of JPMorgan Chase Bank, N.A. as it shall from time to time designate for the purpose of
performing its obligations hereunder in such capacities. References to the “Administrative Agent” shall include JPMorgan
Chase Bank, N.A., Toronto Branch (including but not limited to matters pertaining to the Canadian Loan Parties) and any other branch
or affiliate of JPMorgan Chase Bank, N.A. designated by JPMorgan Chase Bank, N.A. for the purpose of performing its obligations in such
capacity.


 


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


 


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


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the specified Person.


 


“Agent-Related Person”
has the meaning assigned to it in Section 9.03(d).


 


“Aggregate Revolving
Commitment” means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased or reduced from
time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Revolving Commitment is $50,000,000.


 


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


 


“Alternative Currency”
means Canadian Dollars and any additional currencies determined after the Effective Date by mutual agreement of the Borrowers, Lenders, Issuing
Bank and Administrative Agent; provided, that each such currency is a lawful currency that is readily available, freely transferable
and not restricted, able to be converted into Dollars and available in the London interbank deposit market.


 


“Ancillary Document”
has the meaning assigned to it in Section 9.06(b).


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Loan Party or any of its Affiliates from
time to time concerning or relating to bribery or corruption including the Corruption of Foreign Public Officials Act (Canada).


 


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


 


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


 






    2


     


    

 


“Applicable Rate”
means (a) in the case of CBFR Borrowings, a per annum rate equal to if clause (y) to the proviso to the definition of REVLIBOR30
Rate is applicable, 0.00%, but if not, 1.95%, (b) 0.00% with respect to CPR Borrowings, and (c) 1.95% with respect to Eurodollar
Borrowings and CDOR Borrowings.


 


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


 


“Approved Fund”
has the meaning assigned to such term in Section 9.04.


 


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


 


“Availability”
means, at any time, an amount equal to (a) the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing
Base, minus (b) the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting
Lender had funded its Applicable Percentage of all outstanding Borrowings).


 


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


 


“Available Revolving
Commitment” means, at any time, the Aggregate Revolving Commitment minus the Aggregate Revolving Exposure (calculated,
with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings).


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or
payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length
of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark
that is then-removed from the definition of “Interest Period” pursuant to Section 2.14(b)(v).


 


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


 






    3


     


    

 


“Bail-In Legislation”
means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from
time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of
the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United
Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other
than through liquidation, administration or other insolvency proceedings).


 


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


 


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


 


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


 


“Bankruptcy Code”
means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.


 


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


 


“Benchmark”
means, initially, LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election,
as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO Rate or the then-current Benchmark, then
 “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior
benchmark rate pursuant to Section 2.14(b)(i) or (b)(ii).


 






    4


     


    

 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date:


 


		(1)	the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;



 


		(2)	the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;



 


		(3)	the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and
the Borrower Representative as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration
to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant
Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for
the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement
Adjustment;



 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that
publishes such rate from time to time as selected by the Administrative Agent in its Permitted Discretion; provided further, that
notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition
Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement”
shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as
set forth in clause (1) of this definition (subject to the first proviso above).


 


If
the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the
Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


		(1)	for purposes of clauses (1) and
(2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can
be determined by the Administrative Agent:



 


		(a)	the spread adjustment, or method for calculating or determining such spread adjustment, (which may be
a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has
been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement for the applicable Corresponding Tenor;



 






    5


     


    

 


		(b)	the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such
Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing
the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor;
and



 


		(2)	for purposes of clause (3) of the
definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower Representative
for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or
method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities;



 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes
such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its Permitted Discretion.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “CB Floating Rate,” the definition of “Business Day,” the definition
of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests
or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical,
administrative or operational matters) that the Administrative Agent decides in its Permitted Discretion may be appropriate to reflect
the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in
a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market
practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of
such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary
in connection with the administration of this Agreement and the other Loan Documents).


 






    6


     


    

 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


		(1)	in the case of clause (1) or (2) of the definition of “Benchmark Transition
Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the
date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely
ceases to provide all Available Tenors of such Benchmark (or such component thereof);



 


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



 


		(3)	in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR
Notice is provided to the Lenders and the Borrower Representative pursuant to Section 2.14(b)(ii); or



 


		(4)	in the case of an Early Opt-in Election,
the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative
Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in
Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.



 


For the avoidance of doubt, (i) if the event
giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination,
the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark
upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


		(1)	a public statement or publication of information
by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such
administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
any Available Tenor of such Benchmark (or such component thereof);



 


		(2)	a public statement or publication of information by the regulatory supervisor for the administrator of
such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official
with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease
to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the
time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark
(or such component thereof); or



 






    7


     


    




 


		(3)	a public statement or publication of information
by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing
that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.



 


For the avoidance of doubt, a “Benchmark
Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the
calculation thereof).


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to
clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the
then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending
at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document
in accordance with Section 2.14.


 


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


 


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


 


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


 


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


 


“Board”
means the Board of Governors of the Federal Reserve System of the U.S.


 


“Borrower”
or “Borrowers” have the respective meanings assigned to such terms in the preamble to this Agreement.


 


“Borrower Representative”
has the meaning assigned to such term in Section 11.01.


 


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


 






    8


     


    

 


“Borrowing Base”
means, at any time, the sum of (a) 85% of the Eligible Accounts at such time, plus (b) the lesser of (i) 65%
of the Eligible Inventory, at such time, valued at the lower of cost or market value, determined on a first-in-first-out basis, and (ii) the
product of 85% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by
the Administrative Agent multiplied by the Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out
basis, minus (c) Reserves. The Administrative Agent may, in its Permitted Discretion, reduce the advance rates set
forth above, adjust Reserves or reduce one or more of the other elements used in computing the Borrowing Base; provided, that the
Administrative Agent shall notify the Borrower Representative at least 2 Business Days prior to the date on which any such change is to
be made; provided further, that (i) the Borrowers may not obtain any new Loans or Letters of Credit to the extent that such
Loan or Letter of Credit would cause an Overadvance after giving effect to such change as set forth in such notice; (ii) no such
prior notice shall be required for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the
Reserve in accordance with the methodology of calculation set forth in this Agreement or previously utilized; and (iii) no such prior
notice shall be required during the continuance of any Event of Default (provided that, during the continuance of an Event of Default,
the Administrative Agent shall endeavor to notify the Borrower Representative at or before any such change, but a non-willful failure
of the Administrative Agent to so notify the Borrower Representative shall not be a breach of this Agreement and shall not cause such
establishment or increase of any such change to be ineffective). The calculations in clause (b) above may be determined on
a combined basis for Eligible Inventory or on a category by category basis for Eligible Inventory, as determined by the Administrative
Agent from time to time in its Permitted Discretion based on its review of any appraisal and/or field examination of such Inventory.


 


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


 


“Borrowing Request”
means a request by the Borrower Representative for a Revolving Borrowing in accordance with Section 2.03.


 


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


 


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


 






    9


     


    

 


“Canadian Anti-Money
Laundering & Anti-Terrorism Legislation” means, collectively, 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 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, without limitation,
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.


 


“CAML”
means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other anti-terrorism laws and “know your
client” policies, regulations, laws or rules applicable in Canada, including any guidelines or orders thereunder.


 


“Canadian Benefit
Plans” means any plan, fund, program, or policy, whether oral or written, formal or informal, funded or unfunded, insured or
uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension,
retirement or savings benefits, under which any Loan Party or any Subsidiary of any Loan Party has any liability with respect to any employee
or former employee, but excluding any Canadian Pension Plans, the Canada Pension Plan and the Quebec Pension Plan.


 


“Canadian Blocked
Person” means any Person that is a “designated person”, “politically exposed foreign person” or “terrorist
group” as described in any Canadian Economic Sanctions and Export Control Laws.


 


“Canadian Dollars”
or “C$” refers to lawful money of Canada.


 


“Canadian Dollar
Loan” means any Loan denominated in Canadian Dollars bearing interest at the Canadian Prime Rate or the CDOR Rate.


 


“Canadian Economic
Sanctions and Export Control Laws” means any Canadian laws, regulations or orders governing transactions in controlled goods
or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures,
including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt
Foreign Officials Act (Canada), Part II.1 of the Criminal Code (Canada) and the Export and Import Permits Act (Canada),
and any related regulations.


 


“Canadian Guarantee”
means, collectively, (a) the Loan Guaranty, and (b) the guarantee dated the date hereof governed by the laws of the Province
of Ontario made by the Canadian Guarantors in favor of the Administrative Agent.


 


“Canadian Guarantors”
means the Canadian Loan Parties.


 


“Canadian Loan Parties”
means, collectively, SUN, EDD, and any other Person organized under applicable law of Canada or any province of Canada who becomes a party
to this Agreement pursuant to a Joinder Agreement and their successors and assigns, and the term “Canadian Loan Party” mean
any one of them or all of them individually, as the context may require.


 






    10


     


    

 



 


“Canadian Opcos”
means SUN and EDD.


 


“Canadian Pension
Plans” means each pension plan required to be registered under Canadian federal or provincial law that is administered or contributed
to by a Loan Party or any Subsidiary of any Loan Party for its employees or former employees, but does not include the Canada Pension
Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.


 


“Canadian
Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to
the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN
Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative
Agent in its Permitted Discretion) and (ii) the average rate for thirty (30) day Canadian Dollar bankers’ acceptances
that appears on the Reuters Screen CDOR Page (or, in the event such rate does not appear on such page or screen, on any successor
or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes
such rate from time to time, as selected by the Administrative Agent in its Permitted Discretion) at 10:15 a.m. Toronto time on such
day, plus 1% per annum; provided, that if any the above rates shall be less than 0.0%, such rate shall be deemed to be 0.0% for
purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or the CDOR shall be effective
from and including the effective date of such change in the PRIMCAN Index or CDOR, respectively.


 


“Canadian Security
Agreement” means collectively, that certain Canadian Pledge and Security Agreement (including any and all supplements thereto),
dated as of the date hereof, among the Canadian Loan Parties party thereto and the Administrative Agent, for the benefit of the Administrative
Agent and the other Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time, together
with any Quebec Security Documents, to the extent applicable.


 


“Capital Expenditures”
means, with respect to any Person and without duplication, any expenditure or commitment to expend money for any purchase or other acquisition
of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of such Person prepared in accordance
with GAAP.


 


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


 


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


 



    11


     


    




 


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


 


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


 


“CDOR Rate”
means on any day for the relevant Interest Period, the annual rate of interest equal to the average rate applicable to Canadian dollar
Canadian bankers’ acceptances for the applicable period that appears on the “Reuters Screen CDOR Page” as defined in
the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time (or, in the event such rate
does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate
page of such other information service that publishes such rate from time to time, as selected by the Administrative Agent in its
Permitted Discretion), rounded to the nearest 1/100th of 1% (with .005% being rounded up), as of 10:15 a.m. Toronto time
on the first day of such Interest Period and, if such day is not a business day, then on the immediately preceding business day (as adjusted
by Administrative Agent after 10:15 a.m. Toronto time to reflect any error in the posted rate of interest or in the posted average
annual rate of interest). If the CDOR Screen Rate shall be less than 0.0%, the CDOR Screen Rate shall be deemed to be 0.0% for purposes
of this Agreement.


 


“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests
representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company;
(b) occupation at any time of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons
who were not (i) directors of the Company on the date of this Agreement, nominated, appointed or approved for consideration by shareholders
for election by the board of directors of the Company (ii) approved by the board of directors of the Company as director candidates
prior to their election, nor (iii) appointed by directors so nominated, appointed or approved; or (c) the Company shall cease
to own, free and clear of all Liens or other encumbrances, directly or indirectly, at least 100% of the outstanding voting Equity Interests
of each other Loan Party on a fully diluted basis.


 






    12


     


    

 


“Change in Law”
means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a
party to this Agreement) of any of the following: (a) the adoption of or taking effect of any law, rule, regulation, practice, concession
or treaty; (b) any change in any law, rule, regulation, practice, concession or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority; or (c) compliance by any Lender or the Issuing Bank (or, for
purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding
company, if any) with any request, guideline, requirement, directive, notice, ruling, statement or policy or practice statement (whether
or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,
requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules,
guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each
case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Collection Account”
(a) with respect to the U.S. Loan Parties, has the meaning assigned to such term in the U.S. Security Agreement, (b) with respect
to the Canadian Loan Parties, has the meaning assigned to such term in the Canadian Security Agreement and (c) with respect to any
other Loan Parties, means each deposit account maintained by such other Loan Party into which all cash, checks or other similar payments
relating to or constituting payments made in respect of Accounts will be deposited.


 


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


 



    13


     


    




 


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


 


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


 


“Communications”
has the meaning assigned to such term in Section 9.01(d).


 


“Company”
has the meaning assigned to such term in the preamble to this Agreement.


 


“Competitor”
means those Persons who are a direct operating competitor of the Borrowers identified by the Borrower Representative to the Administrative
Agent from time to time; provided, that (i) in no event shall the designation of any Person as a Competitor become effective
until three (3) Business Days after such Person shall have been identified as a Competitor in writing from the Borrower Representative
to the Administrative Agent via electronic mail submitted to JPMDQ_Contact@jpmorgan.com and such designation shall have
been posted to the Lenders on an Approved Electronic Platform, (ii) any designation of a Person as a Competitor pursuant to this
definition or that otherwise becomes a Competitor shall not have any retroactive effect to any prior assignment or participation to any
Lender or Participant permitted under this Agreement, (iii) any Person that is a Lender or Participant and subsequently becomes
a Competitor (but was not a Competitor at the time such Person became a Lender or Participant) shall be deemed to not be a Competitor
hereunder, (iv) Competitors shall exclude any Person that Borrower Representative has designated as no longer being a Competitor
by written notice delivered to Administrative Agent from time to time, and (v) in connection with any assignment or participation,
the assignee or participant with respect to such proposed assignment or participation that is an investment bank, a commercial bank,
a finance company, a fund, or other Person which merely has an economic interest in any such direct competitor, and is not itself such
a direct competitor of the Borrowers, shall not be deemed to be a direct operating company competitor for the purposes of this definition.


 


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


 


“Connection Income
Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Controlled Disbursement
Account” means any accounts of the Borrowers maintained with the Administrative Agent as a zero balance, cash management account
pursuant to and under any agreement between a Borrower and the Administrative Agent, as modified and amended from time to time, and through
which all disbursements of a Borrower, any other U.S. Loan Party and any designated Subsidiary of a Borrower are made and settled on a
daily basis with no uninvested balance remaining overnight.


 



    14


     


    




 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest
payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Covenant Testing
Trigger Period” means the period (a) commencing on any day after the FY2020 Date that Excess Availability is less than
an amount equal to 10% of the Aggregate Revolving Commitment, and (b) continuing until Excess Availability has been greater than
or equal to an amount equal to 10% of the Aggregate Revolving Commitment at all times for thirty (30) consecutive calendar days.


 


“Covered Entity”
means any of the following:


 


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



 


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



 


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



 


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


 


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


 


“Credit Party”
means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.


 


“Currency of Payment”
has the meaning assigned to such term in Section 1.05(d).


 


“Daily Simple SOFR”
means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent
in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily
Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention is not administratively
feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its Permitted Discretion.


 


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


 


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.


 






    15


     


    

 


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


 


“Defined Benefit
CPP” means any Canadian Pension Plan which contains a “defined benefit provision,” as defined in subsection 147.1(1) of
the ITA.


 


“Deposit Account
Control Agreement” means an agreement, in form and substance satisfactory to the Administrative Agent, among any Loan Party,
a banking institution holding such Loan Party’s funds, and the Administrative Agent with respect to collection and control of all
deposits and balances held in a deposit account maintained by such Loan Party with such banking institution.


 


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


 


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


 


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


 


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


 






    16


     


    

 


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


 


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


 


“Dollar Equivalent”
means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if
such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange
for the purchase of Dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative
Agent by Reuters on the Business Day (New York City time), immediately preceding the date of determination or if such service ceases to
be available or ceases to provide a rate of exchange for the purchase of Dollars with the Alternative Currency, as provided by such other
publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative
Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of
such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion)
and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative
Agent using any method of determination it deems appropriate in its sole discretion.


 


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


 


“Dominion Period”
means the period (a) commencing on any date at Administrative Agent’s or the Required Lenders’ election if (A) an
Event of Default has occurred and is continuing as of the date of such election or (B) Availability is less than 10% of the Aggregate
Revolving Commitment as of the date of such election and (b) continuing until the Borrower Representative provides Administrative
Agent with a written election to terminate such Dominion Period, so long as, at the proposed date of such termination, during the preceding
thirty (30) consecutive calendar days, no Event of Default has existed and Availability has been greater than or equal to an amount equal
to 10% of the Aggregate Revolving Commitment at all times.


 


“Early
Opt-in Election” means, if the then-current Benchmark is LIBO Rate, the occurrence of:


 


		(1)	a notification by the Administrative Agent to (or the request by the Borrower Representative to the Administrative
Agent to notify) each of the other parties hereto that at least five (5) currently outstanding Dollar-denominated syndicated credit
facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or
any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly
available for review), and



 






    17


     


    

 


		(2)	the joint election by the Administrative Agent and the Borrower Representative to trigger a fallback from
LIBO Rate and the provision by the Administrative Agent of written notice of such election to the Lenders.



 


“EBITDA”
means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining
Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period net of
tax refunds, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary
non-cash charges for such period, (v) any other non-cash charges for such period (but excluding any non-cash charge in respect of
an item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory),
(vi) reasonable and documented expenses and fees incurred in connection with any amendment, modification or waiver of this Agreement
during such period, (vii) [reserved], (viii) expenses deducted in the determination of Net Income and covered by indemnification
or other reimbursement provisions, or purchase price adjustments in connection with any Permitted Acquisition or other Investment permitted
by Section 6.04, to the extent actually received in cash during such period, (ix) losses, charges or expenses deducted
in the determination of Net Income but for which insurance or indemnity payments are actually received in cash during such period, (x) losses,
charges or expenses deducted in the determination of Net Income and reimbursed by third parties to the extent such reimbursements are
actually received in cash during such period, (xi) non-cash deductions or charges to Net Income attributable to purchase accounting
adjustments made in accordance with GAAP during such period, (xii) fees and expenses of the board of directors permitted to be paid
under the terms of this Agreement, to the extent identifiable, factually supportable, and reasonably satisfactory to Adminstrative Agent,
during such period, (xiii) indemnification payments permitted to be paid under the terms of this Agreement made to the board of directors,
to the extent identifiable, factually supportable, and reasonably satisfactory to Adminstrative Agent, during such period, (xiv) documented
fees, costs and expenses incurred after the Effective Date and paid to the Administrative Agent during such period in connection with
any amendment to or other modification of this Agreement and/or the Loan Documents, (xv) reasonable and customary transaction fees,
costs and expenses paid in cash during such period in connection with any Investment permitted under Section 6.04 (including
a Permitted Acquisition), the issuance of Equity Interests, or the Disposition of assets outside of the ordinary course of business, in
each case, permitted hereunder, to the extent identifiable, factually supportable, and reasonably satisfactory (including in an aggregate
amount) to Adminstrative Agent, (xvi) non-cash compensation expenses during such period, (xvii) non-cash share based compensation
expenses (including withholding taxes) during such period, (xviii) non-recurring expenses for severance, recruitment and hiring of
senior management and/or employees (including signing bonuses) during such period, in an aggregate amount not to exceed for any such period
10% of EBITDA for such period, and (xix) other one-time or non-recurring items during such period proposed by the Borrowers in good
faith and approved by the Administrative Agent in its sole discretion, minus (b) without duplication and to the extent
included in Net Income, (i) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken
in a prior period, (ii) any extraordinary gains and any non-cash items of income for such period, and (iii) interest income
for such period, all calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.


 




    18


     


    




 


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


 


“EDD” means
EDDI’S WHOLESALE GARDEN SUPPLIES LTD., a corporation existing under the laws of the Province of British Columbia.


 


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary
of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority”
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


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


 


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


 


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


 






    19


     


    

 


“Eligible Accounts”
means, at any time, the Accounts of an Eligible Loan Party which the Administrative Agent determines in its Permitted Discretion are eligible
as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit; provided, that the
Administrative Agent shall notify the Borrower Representative at least 2 Business Days prior to the date on which any such change to eligibility
is to be made; provided further, that (i) the Borrowers may not obtain any new Loans or Letters of Credit to the extent that
such Loan or Letter of Credit would cause an Overadvance after giving effect to such change as set forth in such notice; (ii) no
such prior notice shall be required for changes to any elgibility resulting solely by virtue of mathematical calculations of any relevant
amount in accordance with the methodology of calculation set forth in this Agreement or previously utilized; and (iii) no such prior
notice shall be required during the continuance of any Event of Default (provided that, during the continuance of an Event of Default,
the Administrative Agent shall endeavor to notify the Borrower Representative at or before any such change, but a non-willful failure
of the Administrative Agent to so notify the Borrower Representative shall not be a breach of this Agreement and shall not cause such
establishment or increase of any such change to be ineffective). Without limiting the Administrative Agent’s Permitted Discretion
provided herein, Eligible Accounts shall not include any Account of an Eligible Loan Party:


 


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


 


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


 


(c)           (i) which
is unpaid more than 120 days after the date of the original invoice therefor or more than 60 days after the original due date therefor,
or (ii) which has been written off the books of such Eligible Loan Party or otherwise designated as uncollectible;


 


(d)           which
is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible
pursuant to clause (c) above;


 


(e)           which
is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to all
Eligible Loan Parties exceeds (A) 25% in the case of Amazon.com, Inc. and its Affiliates, (B) 20% in the case of Nurseryland
and its Affiliates or (C) 10% in the case of any other Account Debtor and its Affiliates, in each case, of the aggregate amount
of Eligible Accounts of all Eligible Loan Parties;


 


(f)           with
respect to which any covenant, representation or warranty contained in this Agreement or in any Security Agreement has been breached
or is not true in any material respect (except that such materiality qualifier shall not be applicable to any covenant or representations
and warranties that are already qualified or modified by materiality in the text thereof);


 


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


 


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


 


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


 



    20


     


    





 





(j)           which
is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee,
or liquidator of its assets or similar official, (ii) had possession of all or a material part of its property taken by any receiver,
interim receiver, monitor, custodian, trustee or liquidator, (iii) filed, or had filed against it, any assignment, application,
request or petition for liquidation, reorganization, compromise, arrangement, adjustment of debts, stay of proceedings, adjudication
as bankrupt, winding-up, or voluntary or involuntary case or proceeding under any Insolvency Laws (other than post-petition accounts
payable of an Account Debtor that is a debtor-in-possession under applicable Insolvency Laws and reasonably acceptable to the Administrative
Agent), (iv) admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent,
or (vi) ceased operation of its business;


 


(k)            which
is owed by any Account Debtor which has sold all or substantially all of its assets;


 


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


 


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


 


(n)            which
is owed in any currency other than Dollars or Canadian Dollars;


 


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


 


(p)           which
is owed by one Loan Party to another Loan Party, or which is owed by any Affiliate of any Loan Party or any employee, officer, director
or agent of any Loan Party or any of its Affiliates;


 


(q)            which
is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent of such
indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit
of an Account Debtor, in each case to the extent thereof;


 






    21


     


    

 


(r)            which
is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction, defense,
setoff or dispute;


 


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


 


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


 


(u)           with
respect to which such Eligible Loan Party has made any agreement with the Account Debtor for any reduction thereof, other than discounts
and adjustments given in the ordinary course of business, or any Account which was partially paid and such Eligible Loan Party created
a new receivable for the unpaid portion of such Account;


 


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


 


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


 


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


 


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


 


(z)           which,
in respect of such Eligible Loan Party, is subject to any limitation on assignment or other restriction (whether arising by operation
of law, by agreement or otherwise) which would, under the local governing law of the contract creating such Account, have the effect of
restricting the assignment for or by way of security or the creation of security generally over such Account;


 


(aa)         as
to which the contract or agreement underlying such Account is governed by (or, if no governing law is expressed therein, is deemed to
be governed by) the laws of any jurisdiction other than the United States, any state thereof or the District of Columbia, Canada or any
province or other political subdivision of Canada; or


 






    22


     


    

 


(bb)         unless
otherwise waived by the Administrative Agent in its sole discretion, Accounts owned or generated by a target or business acquired in connection
with an Acquisition until the completion of an appraisal and field examination with respect to such target or business, in each case,
reasonably satisfactory to the Administrative Agent; provided, however, that Accounts and Inventory owned or generated by
a target or business acquired in connection with a Permitted Acquisition shall not be deemed ineligible solely on account of this clause
(bb) or clause (s) of the definition of Eligible Inventory so long as (A) not more than 60 days has passed since the consummation
of such Permitted Acquisition (or 90 days to the extent an appraisal and field examination has been commenced during the initial 60 days
since the consummation of such Permitted Acquisition) and (B) the advance rate against Eligible Accounts included in accordance with
this proviso shall be deemed to be 70% and the advance rate against Eligible Inventory included in accordance with the proviso to clause
(s) of the definition of Eligible Inventory shall be deemed to be 20% for clause (b)(i) of the definition of Borrowing Base
and 40% for clause (b)(ii) of the definition of Borrowing Base, in each case, until such time as an appraisal and field examination
with respect to the applicable target or business, reasonably satisfactory to the Administrative Agent, has been completed.


 


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


 


“Eligible Inventory”
means, at any time, the Inventory of an Eligible Loan Party which the Administrative Agent determines in its Permitted Discretion is eligible
as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit; provided, that the
Administrative Agent shall notify the Borrower Representative at least 2 Business Days prior to the date on which any such change to eligibility
is to be made; provided further, that (i) the Borrowers may not obtain any new Loans or Letters of Credit to the extent that
such Loan or Letter of Credit would cause an Overadvance after giving effect to such change as set forth in such notice; (ii) no
such prior notice shall be required for changes to any elgibility resulting solely by virtue of mathematical calculations of any relevant
amount in accordance with the methodology of calculation set forth in this Agreement or previously utilized; and (iii) no such prior
notice shall be required during the continuance of any Event of Default (provided that, during the continuance of an Event of Default,
the Administrative Agent shall endeavor to notify the Borrower Representative at or before any such change, but a non-willful failure
of the Administrative Agent to so notify the Borrower Representative shall not be a breach of this Agreement and shall not cause such
establishment or increase of any such change to be ineffective). Without limiting the Administrative Agent’s Permitted Discretion
provided herein, Eligible Inventory of an Eligible Loan Party shall not include any Inventory:


 






    23


     


    

 


(a)            which
is not subject to a first priority perfected Lien governed by the applicable laws of the jurisdiction in which such Inventory is located
in favor of the Administrative Agent;


 


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


 


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


 


(d)            with
respect to which any covenant, representation or warranty contained in this Agreement or in any Security Agreement has been breached in
any material respect (except that such materiality qualifier shall not be applicable to any covenant or representations and warranties
that are already qualified or modified by materiality in the text thereof) or is not true and which does not conform to all material standards
imposed by any Governmental Authority;


 


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


 


(f)             (i) which
is not finished goods, raw materials or components, or (ii) which constitutes work-in-process, spare or replacement parts, packaging
and shipping material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold or ship-in-place goods, goods
that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or with respect to finished
goods, such finished goods are not of a type held for sale in the ordinary course of business;


 


(g)           with
respect to any Borrower, which is not located in the United States or is in transit with a common carrier from vendors and suppliers,
provided that, up to $10,000,000 of aggregate Availability generated at any time from Inventory of the Borrowers in transit from
vendors and suppliers may be included as Eligible Inventory despite the foregoing provision of this clause (g) so long as:


 


(i) the Administrative Agent shall
have received (1) a true and correct copy of the bill of lading and other shipping documents for such Inventory and (2) evidence
of satisfactory casualty insurance naming the Administrative Agent as lender loss payee and otherwise covering such risks as the Administrative
Agent may reasonably request,


 


(ii) if the bill
of lading is non-negotiable, the Inventory must be in transit within the U.S., and the Administrative Agent shall have received, if requested,
a duly executed Collateral Access Agreement, in form and substance satisfactory to the Administrative Agent, from the applicable customs
broker, freight forwarder or carrier for such Inventory,





 






    24


     


    

 





(iii) if the
bill of lading is negotiable, the Inventory must be in transit from outside the U.S. and Canada to the U.S., and the Administrative Agent
shall have received (1) confirmation that the bill is issued in the name of such Borrower and consigned to the order of the Administrative
Agent, and an acceptable agreement has been executed with such Borrower’s customs broker, in which the customs broker agrees that
it holds the negotiable bill as agent for the Administrative Agent and has granted the Administrative Agent access to the Inventory, (2) confirmation
that such Borrower has paid for the goods, and (3) an estimate from such Borrower of the customs duties and customs fees associated
with the Inventory in order to establish an appropriate Reserve,


 


(iv) the common
carrier is not an Affiliate of the applicable vendor or supplier, and


 


(v) the customs
broker is not an Affiliate of any Loan Party;


 


(h)          with
respect to any Canadian Opco, which is not located in Canada or is in transit with a common carrier from vendors and suppliers, provided
that, up to $5,000,000 of aggregate Availability generated at an any time from Inventory of the Canadian Opcos in transit from vendors
and suppliers may be included as Eligible Inventory despite the foregoing provision of this clause (h) so long as:


 


(i) the Administrative
Agent shall have received (1) a true and correct copy of the bill of lading and other shipping documents for such Inventory and (2) evidence
of satisfactory casualty insurance naming the Administrative Agent as lender loss payee and otherwise covering such risks as the Administrative
Agent may reasonably request,


 


(ii) if the bill
of lading is non-negotiable, the Inventory must be in transit within Canada, and the Administrative Agent shall have received, if requested,
a duly executed Collateral Access Agreement, in form and substance satisfactory to the Administrative Agent, from the applicable customs
broker, freight forwarder or carrier for such Inventory,


 


(iii) if the
bill of lading is negotiable, the Inventory must be in transit from outside Canada and the U.S. to Canada, and the Administrative Agent
shall have received (1) confirmation that the bill is issued in the name of such Canadian Opco and consigned to the order of the
Administrative Agent, and an acceptable agreement has been executed with such Canadian Opco’s customs broker, in which the customs
broker agrees that it holds the negotiable bill as agent for the Administrative Agent and has granted the Administrative Agent access
to the Inventory, (2) confirmation that such Canadian Opco has paid for the goods, and (3) an estimate from such Canadian Opco
of the customs duties and customs fees associated with the Inventory in order to establish an appropriate Reserve,


 






    25


     


    

 


(iv) the common
carrier is not an Affiliate of the applicable vendor or supplier, and


 


(v) the customs
broker is not an Affiliate of any Loan Party;


 


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


 


(j)            which
is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced
by a Document (other than bills of lading to the extent permitted pursuant to clause (g) or (h) above) delivered to Administrative
Agent or its bailee, unless (A) (i) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access
Agreement and such other documentation as the Administrative Agent may reasonably require or (ii) an appropriate Reserve has been
established by the Administrative Agent in its Permitted Discretion and (B) at least $100,000 of Inventory of the Eligible Loan Parties
is located at such third party warehouse or in possession of such bailee;


 


(k)            which
is being processed offsite at a third party location or outside processor, or is in-transit to or from such third party location or outside
processor, unless such processor has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation
as the Administrative Agent may require;


 


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


 


(m)           which
is the subject of a consignment by such Eligible Loan Party as consignor;


 


(n)            which
is perishable;


 


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


 


(p)            which
is not reflected in a current perpetual inventory report of such Eligible Loan Party (unless such Inventory is reflected in a report to
the Administrative Agent as “in transit” Inventory);


 


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


 


(r)             which
has been acquired from a Sanctioned Person;


 






    26


     


    

 


 



 


(s)            unless
otherwise waived by the Administrative Agent in its Permitted Discretion, Inventory owned or generated by a target or business acquired
in connection with an Acquisition until the completion of an appraisal and field examination with respect to such target or business,
in each case, reasonably satisfactory to the Administrative Agent; provided, however, that Accounts and Inventory owned
or generated by a target or business acquired in connection with a Permitted Acquisition shall not be deemed ineligible solely on account
of this clause (s) or clause (bb) of the definition of Eligible Accounts so long as (A) not more than 60 days has passed since
the consummation of such Permitted Acquisition (or 90 days to the extent an appraisal and field examination has been commenced during
the initial 60 days since the consummation of such Permitted Acquisition) and (B) the advance rate against Eligible Inventory included
in accordance with this proviso shall be deemed to be 20% for clause (b)(i) of the definition of Borrowing Base and 40% for clause
(b)(ii) of the definition of Borrowing Base and the advance rate against Eligible Accounts included in accordance with the proviso
to clause (bb) of the definition of Eligible Accounts shall be deemed to be 70%, in each case, until such time as an appraisal and field
examination with respect to the applicable target or business, reasonably satisfactory to the Administrative Agent, has been completed;
or


 


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


 


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


 


“Eligible Loan Parties”
means, collectively, (i) the Borrowers and (ii) Canadian Opcos, and the term “Eligible Loan Party” means any one
of them or all of them individually, as the context may require.


 


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


 


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


 


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


 






    27


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Excess Availability”
means Availability minus the aggregate amount of all outstanding trade payables of the Loan Parties which have been unpaid
for more than thirty (30) days after the due date therefor (other than trade payables being contested or disputed by any Loan Party in
good faith), as determined by the Administrative Agent in its Permitted Discretion.


 


“Excluded Collateral”
has the meaning assigned to such term in the Security Agreements.


 






    28


     


    

 


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


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each
case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case
of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or
(ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable
to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Revolving Commitment pursuant
to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Revolving Commitment
(other than pursuant to an assignment request by the Borrowers under Section 2.19(b)) or (ii) such Lender changes its
lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were
payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit
or Revolving Commitment or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s
failure to comply with Section 2.17(f); (d) any U.S. Federal withholding Taxes imposed under FATCA; and (e) any
withholding Tax under Part XIII of the ITA arising as a result of any Lender (i) not dealing at arm’s length (within the
meaning of the ITA) with a Canadian Loan Party, or (ii) being a "specified non-resident shareholder" of a Canadian Loan
Party or not dealing at arm's length with any "specified shareholder" of a Canadian Loan Party (in each case within the meaning
of the ITA), except where the non-arm’s length relationship arises or where the Lender is (or is deemed to be) a specified shareholder
of any Canadian Loan Party or does not deal at arm's length with a specified shareholder of any Canadian Loan Party, on account of the
Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected
a security interest under, or enforced this Agreement or any other Loan Document.


 


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


 


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


 






    29


     


    

 


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


 


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


 


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


 


“Fixed Charge Coverage
Ratio” means, for any period, the ratio of (a) the result of EBITDA minus Unfinanced Capital Expenditures
to (b) Fixed Charges, all calculated for such period for the Loan Parties on a standalone basis in accordance with GAAP.


 


“Fixed Charges”
means, for any period, without duplication, cash Interest Expense, plus scheduled principal payments on Indebtedness actually
made, plus expenses for taxes paid in cash, plus Restricted Payments paid in cash, plus Capital
Lease Obligation payments, plus cash contributions to any Plan, all calculated for the Loan Parties on a standalone basis
in accordance with GAAP.


 


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


 


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


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to LIBO Rate.


 


“Foreign Benefit
Arrangement” means any employee benefit arrangement in existence at the date of this Agreement or at any time thereafter which
is mandated by non-U.S. and non-Canadian law and that is maintained or contributed to by any Loan Party or any of its Subsidiaries.


 






    30


     


    

 


“Foreign Benefit
Arrangement Event” means (a) the failure of a Loan Party or any of its Subsidiaries to make its required contributions
in respect of any Foreign Benefit Arrangement or Canadian Pension Plan, as applicable, when such contributions are payable; (b) the
failure of a Loan Party or any of its Subsidiaries to administer any Foreign Benefit Arrangement or Canadian Pension Plan, as applicable,
in accordance with its terms and all applicable laws, statutes, rules, regulations and orders (to the extent that any Loan Party or Subsidiary
is required by law to administer); (c) the occurrence of an act or omission in respect of any Foreign Benefit Arrangement or Canadian
Pension Plan, as applicable, which could give rise to the imposition on a Loan Party or any of its Subsidiaries of fines, penalties or
related charges under applicable laws, statutes, rules, regulations and orders; (d) the assertion of a material claim (other than
a routine claim for benefits) against a Loan Party or any of its Subsidiaries in respect of a Foreign Benefit Arrangement or Canadian
Pension Plan, as applicable; (e) the imposition of a Lien affecting the assets of a Loan Party or any of its Subsidiaries in respect
of any Foreign Benefit Arrangement or Canadian Pension Plan, as applicable; (f) the whole or partial withdrawal of a Loan Party or
a Subsidiary from a Foreign Benefit Arrangement or Canadian Pension Plan, as applicable; or (g) any event or condition which might
constitute grounds for, or otherwise causes, the termination, in whole or in part, of any Foreign Benefit Arrangement or Canadian Pension
Plan, as applicable, or the appointment of a trustee or other Person by a Governmental Authority to administer any Foreign Benefit Arrangement
or Canadian Pension Plan, as applicable.


 


“Foreign Lender”
means (a) if a Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person, and (b) if a Borrower
is not a U.S. Person, a Lender, with respect to such Borrower, that is resident or organized under the laws of a jurisdiction other than
that in which such Borrower is resident for tax purposes.


 


“Foreign Subsidiary”
means any Subsidiary to the extent such Subsidiary is not organized under the laws of a jurisdiction located in the U.S.


 


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


 


“FY2020
Date” means the first date that all of the following have occurred: (i) Borrowers have delivered to the Administrative
Agent the audited financial statements of the Loan Parties for the Company’s 2020 fiscal year (without a “going concern”
or like qualification, commentary or exception and without any qualification or exception as to the scope of such audit), in form and
substance satisfactory to the Administrative Agent in its Permitted Discretion and (ii) the Administrative Agent has delivered notice
to the Borrowers that the Administrative Agent has determined in its Permitted Discretion that such 2020 audited financial statements
demonstrate materially consistent financial performance of the Loan Parties with the unaudited financial statements delivered to the Administrative
Agent prior to the Effective Date for the same periods.


 


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


 


“Governmental Authority”
means the government of the United States of America, Canada, or any other nation or any political subdivision thereof, whether state,
provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


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


 






    31


     


    

 


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


 


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


 


“IBA” has
the meaning assigned to such term in Section 1.07.


 


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


 


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


 



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


 


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


 


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


 


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


 


“Insolvency Laws”
means, collectively, the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada),
and the Winding-Up and Restructuring Act (Canada), each as now and hereafter in effect, any successors to such statutes and any other
applicable insolvency or other similar law of any jurisdiction, including any corporate law or other law of any jurisdiction solely to
the extent it permits a debtor to obtain a stay or a compromise of the claims of its creditors against it.


 


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


 


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


 


“Interest Payment
Date” means (a) with respect to any CBFR Loan or CPR Loan (other than a Swingline Loan), the first day of each calendar
month and the Maturity Date, and (b) with respect to any Eurodollar Loan or CDOR Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and the Maturity Date.


 


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


 






    33


     


    

 


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


 


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


 


“IRS” means
the United States Internal Revenue Service.


 


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time
to time by the International Swaps and Derivatives Association, Inc. or such successor thereto


 


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


 


“ITA” means
the Income Tax Act (Canada), as amended.


 


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


 


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


 


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


 


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


 






    34


     


    

 


“LC Exposure”
means, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure at such time. The LC Exposure of any Lender at any
time shall be its Applicable Percentage of the aggregate LC Exposure at such time.


 


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


 


“Lender-Related Person”
has the meaning assigned to such term in Section 9.03(b).


 


“Lenders”
means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant to Section 2.09
or an Assignment and Assumption or otherwise, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment
and Assumption or otherwise. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the
Issuing Bank.


 


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


 


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


 


“Liabilities”
means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.


 


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


 


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


 






    35


     


    

 


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


 


“Loan Documents”
means, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit Agreement, the Collateral
Documents, each Compliance Certificate, the Loan Guaranty, the Canadian Guarantee and all other agreements, instruments, documents and
certificates executed and delivered to, or in favor of, the Administrative Agent or any Lender and including all other pledges, powers
of attorney, consents, assignments, contracts, notices, letter of credit agreements, letter of credit applications and any agreements
between the Borrower Representative and the Issuing Bank regarding the respective rights and obligations between the applicable Borrower
and the Issuing Bank in connection with the issuance by the Issuing Bank of Letters of Credit, and all other written matter whether heretofore,
now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent
or any Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other
Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements
or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times
such reference becomes operative.


 


“Loan Guarantor”
means each Loan Party.


 


“Loan Guaranty”
means Article X of this Agreement.


 


“Loan Parties”
means, collectively, the Borrowers, the Company’s Subsidiaries party hereto as of the date hereof, the Canadian Loan Parties, and
any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement and their successors and assigns, and the term
 “Loan Party” shall mean any one of them or all of them individually, as the context may require.


 


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


 


“Local Time”
means, (a) local time in Toronto with respect to a Canadian Dollar denominated Loan, Letter of Credit, Borrowing or LC Disbursement
made, repaid or requested, as applicable, by or on behalf of any Borrower, and (b) local time in California with respect to any Dollar
denominated Loan, Letter of Credit, Borrowing or LC Disbursement made, repaid or requested, as applicable, by or on behalf of any Borrower.


 


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


 






    36


     


    

 


“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of the Loan Parties
and their Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform its Obligations, (c) the Collateral, or
the Administrative Agent’s Liens (on behalf of itself and other Secured Parties) on the Collateral or the priority of such Liens,
or (d) the material rights of or benefits available to the Administrative Agent, the Issuing Bank or the Lenders under any of the
Loan Documents


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one
or more of the Loan Parties and their Subsidiaries in an aggregate principal amount exceeding $1,000,000. For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of any Loan Party or any Subsidiary in respect of any Swap
Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party or such Subsidiary
would be required to pay if such Swap Agreement were terminated at such time.


 


“Maturity Date”
means March 29, 2024 or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant
to the terms hereof.


 


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


 


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


 


“Mortgage”
means any mortgage, deed of trust, deed of hypothec or other agreement which conveys or evidences a Lien in favor of the Administrative
Agent, for the benefit of the Administrative Agent and the other Secured Parties, on real property of a Loan Party, including any amendment,
restatement, modification or supplement thereto.


 


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


 


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


 


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


 






    37


     


    

 


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


 


“Non-Consenting Lender”
has the meaning assigned to such term in Section 9.02(d).


 


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


 


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


 


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


 


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


 


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


 


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


 



    38


     


    





 


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


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient
and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction
pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or any Loan Document).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing, transfer or similar Taxes that arise from any
payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect
to an assignment (other than an assignment made pursuant to Section 2.19).


 


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


 


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


 


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


 


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


 






    39


     


    

 


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


 


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


 


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


 


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


 


(b)           the
Borrowers shall have (A) Excess Availability calculated on a pro forma basis after giving effect to such Restricted Payment of not
less than an amount equal to 15% of the Aggregate Revolving Commitment and (B) a Fixed Charge Coverage Ratio, calculated on a trailing
12 month pro forma basis after giving effect to such Restricted Payment recomputed for the most recent fiscal month for which financial
statements have been or were required to be delivered to the Administrative Agent, of not less than 1.15 to 1.00;


 


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


 


(d)           the
FY2020 Date has occurred.


 


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


 


“Permitted Acquisition”
means any Acquisition by any Loan Party in a transaction that satisfies each of the following requirements:


 


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


 


(b)            (i) the
assets being acquired (other than a de minimis amount of assets in relation to the assets being acquired) are located within the United
States or Canada or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United States
or Canada and (ii) the business acquired in connection with such Acquisition is not engaged, directly or indirectly, in any line
of business other than the businesses in which the Loan Parties are engaged on the Effective Date and any business activities that are
substantially similar, related, or incidental thereto;


 


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


 






    40


     


    

 


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


 


(e)           [reserved];


 


(f)            [reserved];


 


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


 


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


 


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


 


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


 


(k)            no
Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether
relating to environmental, tax, litigation, or other matters) that could have a Material Adverse Effect;


 


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


 


(m)          (i) no
Default or Event of Default has occurred and is continuing or would result immediately after giving effect to such Acquisition, (ii) the
Borrowers shall have (A) Excess Availability calculated on a pro forma basis after giving effect to such Acquisition of not less
than an amount equal to 15% of the Aggregate Revolving Commitment and (B) a Fixed Charge Coverage Ratio, calculated on a trailing
12 month pro forma basis after giving effect to such Acquisition recomputed for the most recent fiscal month for which financial statements
have been or were required to be delivered to the Administrative Agent, of not less than 1.15 to 1.00 and (iii) the Borrower Representative
shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent
certifying as to the items described in items (i) and (ii) of this clause (m) and attaching calculations
for item (ii) of this clause (m);


 


(n)           all
actions required to be taken with respect to any newly acquired or formed Wholly-Owned Subsidiary of a Borrower or a Loan Party, as applicable,
required under Section 5.14 shall have been taken, except for those actions that the Administrative Agent agrees can occur
post-closing; and


 






    41


     


    

 


(o)          the
Borrower Representative shall have delivered to the Administrative Agent (i) the substantially final form documentation relating
to such Acquisition within three (3) days prior to the consummation thereof (or as otherwise agreed to by the Administrative Agent),
and (ii) the final executed material documentation relating to such Acquisition within three (3) days following the consummation
thereof.


 


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


 


“Permitted Encumbrances”
means:


 


(a)           Liens
imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04 and Liens imposed by
law for normal course contributions to Canadian Pension Plans that are not yet due and payable;


 


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


 


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


 


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


 


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


 


(f)            easements,
zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business
that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the
ordinary conduct of business of any Borrower or any Subsidiary;


 


provided,
that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness, except with respect to clause
(e) above.


 


“Permitted Investments”
means:


 


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


 






    42


     


    

 


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


 


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


 


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


 


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


 


“Permitted Liens”
means Liens permitted under Section 6.02.


 


“Person”
means any natural person, corporation, limited liability company, unlimited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity.


 


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


 


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


 


“PPSA”
means the Personal Property Security Act (Ontario), including the regulations thereto, provided that, if perfection or the effect of perfection
or non-perfection or the priority of any Lien created hereunder on the Collateral is governed by the personal property security legislation
or other applicable legislation with respect to personal property security in effect in a jurisdiction in Canada other than Ontario, “PPSA”
means the Personal Property Security Act or such other applicable legislation (including without limitation the Quebec Civil Code) in
effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection
or non-perfection or priority.


 


“Prepayment Event”
means:


 


(a)        any
Disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan Party or any Subsidiary;


 






    43


     


    

 


(b)            any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property
or asset of any Loan Party or any Subsidiary;


 


(c)         the
issuance by the Company of any Equity Interests, or the receipt by the Company of any capital contribution, except in connection with
any Permitted Acquisition; or


 


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


 


“Prime Rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal
ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release
H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar
rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by
the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced
or quoted as being effective.


 


“Priority Payables
Reserve” means the reserves established in the Permitted Discretion of the Administrative Agent for amounts secured by any Liens,
choate or inchoate, which rank or are capable of ranking in priority to the Administrative Agent’s Liens and/or for amounts which
may represent costs relating to the enforcement of the Administrative Agent’s Liens including, without limitation, in the good faith
credit discretion of the Administrative Agent, any such amounts due and not paid for wages, salaries, commission or compensation, including
vacation pay; (including, as provided for, under the Wage Earners Protection Program Act (Canada)), amounts due and not paid under
any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and
remitted when due under the Income Tax Act (Canada), amounts currently or past due and not paid for realty, municipal or similar
taxes, any and all solvency deficiencies, unfunded liabilities on wind-up or wind-up deficiencies in regards to any Defined Benefit CPP
(to the extent impacting personal or moveable property) and all amounts currently or past due and not contributed, remitted or paid to
any Canadian Pension Plan or under the Canada Pension Plan, the Pension Benefits Act (Ontario) or any similar legislation.


 


“Proceeding”
means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in
any jurisdiction.


 


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


 


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


 


“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


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


 






    44


     


    

 


“QFC” has
the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


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


 


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


 


“Quebec Security
Documents” means, if applicable, a notarial deed of hypothec executed by any Loan Party from time to time required to perfect
a Lien in favour of the Administrative Agent in the Province of Quebec.


 


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


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m. (London time)
on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBO Rate, the time
determined by the Administrative Agent in its reasonable discretion.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    45


     


    

 


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


 


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


 


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


 


“Reporting Trigger
Period” means the period (a) commencing on any day that Availability is less than an amount equal to 10% of the Aggregate
Revolving Commitment, and (b) continuing until Availability has been greater than or equal to an amount equal to 10% of the Aggregate
Revolving Commitment at all times for thirty (30) consecutive calendar days.


 


“Required Lenders”
means, subject to Section 2.20, Lenders having Revolving Exposures and unused Revolving Commitments representing at least 51% of
the sum of the Aggregate Revolving Exposure and unused Revolving Commitments at such time; provided that, at any time there are
two or more Lenders, Required Lenders must include at least two Lenders.


 


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


 


“Reserves”
means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including, without
limitation, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, Priority Payables Reserves,
volatility reserves, reserves for rent at locations leased by any Loan Party and for consignee’s, warehousemen’s, mortgagee’s
and bailee’s charges, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for customs charges and shipping
charges related to any Inventory in transit, reserves for Swap Agreement Obligations, reserves for contingent liabilities of any Loan
Party, reserves for uninsured losses of any Loan Party, reserves for extended or extendable retention of title over Accounts, reserves
for supplier repossession rights, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities
with respect to any litigation and reserves for taxes, fees, assessments, and other governmental charges with respect to the Collateral
or any Loan Party. The amount of any Reserve established by Administrative Agent shall have a reasonable relationship to the event, condition,
other circumstance, or fact that is the basis for such reserve and shall not be duplicative of any other reserve established and currently
maintained.


 






    46


     


    

 


“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


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


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in any Loan
Party or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in any Loan
Party or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in any Loan Party or any Subsidiary.


 


“Reuters”
means, as applicable, Thomson Reuters Corp, Refinitiv, or any successor thereto.


 


“Revaluation Date”
shall mean (a) with respect to any Loan denominated in any Alternative Currency, each of the following: (i) the date of the
Borrowing of such Loan and (ii) each date of a conversion into or continuation of such Loan pursuant to the terms of this Agreement;
(b) with respect to any Letter of Credit denominated in an Alternative Currency, each of the following: (i) the date on which
such Letter of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment of such
Letter of Credit that has the effect of increasing the face amount thereof; and (c) any additional date as the Administrative Agent
may determine at any time when an Event of Default exists.


 


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


 


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


 






    47


     


    

 


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


 


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


 


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


 


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


 


“Sanctioned
Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time
of this Agreement, Crimea, Cuba (only with respect to Loan Parties organized under the laws of the U.S. or any sate thereof), Iran,
North Korea, Sudan and Syria).


 


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


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by the OFAC or the U.S. Department of State, (b) the Canadian federal government, or (c) the
United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom
or other relevant sanctions authority.


 


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


 


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


 






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


 


“Security Agreements”
means, collectively, (i) U.S. Security Agreement, (ii) the Canadian Security Agreement, and (iii) any other pledge or security
agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document)
or any other Person for the benefit of the Administrative Agent and the other Secured Parties, in each case, as the same may be amended,
restated, supplemented or otherwise modified from time to time.


 


“Settlement”
has the meaning assigned to such term in Section 2.05(d).


 


“Settlement Date”
has the meaning assigned to such term in Section 2.05(d).


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately
succeeding Business Day.


 


“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s
Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight
financing rate identified as such by the SOFR Administrator from time to time.


 


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


 


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


 


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


 






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“Subordinated Indebtedness”
of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Secured Obligations to the written
satisfaction of the Administrative Agent as determined in its Permitted Discretion.


 


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


 


“Subsidiary”
means any direct or indirect subsidiary of the Company or a Loan Party, as applicable. Notwithstanding anything contained in the Loan
Documents to the contrary, ELTAC XXI S.L.U., an entity organized under the laws of Spain, shall not be deemed to be a Subsidiary under
the terms of the Loan Documents and the calculation of EBITDA, Fixed Charge Coverage Ratio, and any component thereof shall be calculated
as if ELTAC XXI S.L.U. was not a Subsidiary even if required otherwise by GAAP.


 


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


 


“SUN” means
SUNBLASTER HOLDINGS ULC, an unlimited liability corporation existing under the laws of the Province of British Columbia.


 


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


 


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


 


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


 






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“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender
at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.


 


“Swingline Lender”
means JPMCB, in its capacity as lender of Swingline Loans hereunder. Any consent required of the Administrative Agent or the Issuing Bank
shall be deemed to be required of the Swingline Lender and any consent given by JPMCB in its capacity as Administrative Agent or Issuing
Bank shall be deemed given by JPMCB in its capacity as Swingline Lender.


 


“Swingline Loan”
has the meaning assigned to such term in Section 2.05(a).


 


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


 


“Term SOFR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has
been selected or recommended by the Relevant Governmental Body.


 


“Term SOFR Notice”
means a notification by the Administrative Agent to the Lenders and the Borrower Representative of the occurrence of a Term SOFR Transition
Event.


 


“Term SOFR Transition
Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant
Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark
Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance
with Section 2.14 that is not Term SOFR.


 


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


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the CB Floating Rate, the REVLIBOR30 Rate, the Canadian Prime Rate, or
the CDOR Rate.


 


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


 






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“UK Financial Institutions”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“Unadjusted Benchmark
Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Unfinanced Capital
Expenditures” means, for any period, Capital Expenditures made during such period by a Loan Party which are not financed from
the proceeds of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital Expenditures
are financed with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures); provided that, in
the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event” that
results in the Loan Parties making a prepayment pursuant to Section 2.11(c), if the Borrower Representative shall deliver
to the Administrative Agent written notice within 60 days of such prepayment, to the effect that the Loan Parties intend to apply the
Net Proceeds from such event (or a portion thereof specified in such notice), within 180 days after receipt of such Net Proceeds,
to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business
of the Loan Parties, then such Net Proceeds shall not constitute Unfinanced Capital Expenditures notwithstanding the fact that a subsequent
Borrowing may have occurred, so long as such acquisition, replacement or rebuild actually occurs within 180 days after receipt of such
Net Proceeds.


 


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


 


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


 


“U.S. Loan Party”
means any Loan Party organized under the laws of a jurisdiction located in the U.S.


 


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


 


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


 


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


 






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


 





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


 


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


 


“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


 


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


 


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


 






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For purposes of any Collateral
located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant
to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal
exercising jurisdiction in the Province of Québec, (q) “personal property” shall be deemed to include “movable
property”, (r) “real property” shall be deemed to include “immovable property”, (s) “tangible
property” shall be deemed to include “corporeal property”, (t) “intangible property” shall be deemed
to include “incorporeal property”, (u) “security interest” and “mortgage” shall be deemed to
include a “hypothec”, (v) 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, (w) all references to “perfection” of or “perfected”
Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (x) any “right
of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”,
(y) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of
title, instruments, money and securities, and (z) an “agent” shall be deemed to include a “mandatary”.


 


Section 1.04       Accounting
Terms; GAAP.


 


(a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed
in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP
or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent
that the Borrowers request an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application thereof
(or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained
herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred
to herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards
Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect)
to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary at “fair value”, as defined therein and
(ii) without giving effect to any treatment of Indebtedness under Financial Accounting Standards Board Accounting Standards Codification
470-20 or 2105-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect)
to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued
at the full stated principal amount thereof.


 






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(b)            Notwithstanding
anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,” any change
in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update
No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any lease (or similar
arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be
so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital lease, and all calculations
and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.


 


Section 1.05       Currency
Translations; Currency Matters.


 


(a)            For
purposes of this Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions
or circumstances depend upon compliance with, or are determined by reference to, amounts stated in Dollars, such amounts shall be deemed
to refer to Dollars or Dollar Equivalents. In particular, without limitation, for purposes of computations hereunder, unless expressly
provided otherwise, where a reference is made to a Dollar amount, the amount is to be considered as the amount in Dollars and, therefore,
each other currency shall be converted into the Dollar Equivalent thereof in Dollars, as applicable.


 


(b)            For
purposes of all calculations and determinations under this Agreement, any amount in any currency other than Dollars shall be deemed to
refer to Dollars or Dollar Equivalents, and all certificates delivered under this Agreement, shall express such calculations or determinations
in Dollars or Dollar Equivalents.


 


(c)            The
Administrative Agent shall determine the Dollar Equivalent of (x) the Revolving Exposure and the Aggregate Revolving Exposure on
each Revaluation Date and (y) any other amount to be converted into Dollars in accordance with the provisions hereof at the time
of such conversion.


 


(d)            Each
payment owing by any Loan Party hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified
in any other Loan Document executed by the Administrative Agent and the Lenders (the “Currency of Payment”) at the
place specified herein (such requirements are of the essence to this Agreement). If, for the purpose of obtaining judgment in any court,
it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate
of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency
of Payment with such other currency on the Business Day preceding that on which final judgment is given. The obligations in respect of
any sum due hereunder to any Secured Party shall, notwithstanding any adjudication expressed in a currency other than the Currency of
Payment, be discharged only to the extent that, on the Business Day following receipt by such Secured Party of any sum adjudged to be
so due in such other currency, such Secured Party may, in accordance with normal banking procedures, purchase the Currency of Payment
with such other currency. Each Loan Party agrees that (i) if the amount of the Currency of Payment so purchased is less than the
sum originally due to such Secured Party in the Currency of Payment, as a separate obligation and notwithstanding the result of any such
adjudication, such Loan Party shall immediately pay the shortfall (in the Currency of Payment) to such Secured Party and (ii) if
the amount of the Currency of Payment so purchased exceeds the sum originally due to such Secured Party, such Secured Party shall promptly
pay the excess over to such Loan Party in the currency and to the extent actually received.


 






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Section 1.06      [Intentionally
omitted.]


 


Section 1.07       Interest
Rates; LIBOR Notifications. The interest rate on a Loan denominated in Dollars or an Alternative Currency may be derived from an interest
rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative
benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply
with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London
interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other
in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would
no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor
to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As
a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed
an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and
private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London
interbank offered rate. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election,
Sections 2.14(b)(i) and (b)(ii) provide the mechanism for determining an alternative rate of interest. The
Administrative Agent will promptly notify the Borrower Representative, pursuant to Section 2.14(b)(iv), of any change to the
reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept
any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to
the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor
rate thereto, or replacement rate thereof (including, without limitation, (a) any such alternative, successor or replacement rate
implemented pursuant to Section 2.14(b)(i) or (b)(ii), whether upon the occurrence of a Benchmark Transition Event,
a Term SOFR Transition Event or an Early Opt-in Election, and (b) the implementation of any Benchmark Replacement Conforming Changes
pursuant to Section 2.14(b)(iii)), including without limitation, whether the composition or characteristics of any such alternative,
successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have
the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.


 






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Section 1.08       Letters
of Credit. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of such
Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms or
the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount thereof,
the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum amount is available to be drawn at such time. For all purposes of this Agreement, if on any date
of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation
of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication
No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International
Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect
at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored,
such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available
to be paid, and the obligations of the Borrowers and each Lender shall remain in full force and effect until the Issuing Bank and the
Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of
Credit.


  


Section 1.09       Divisions.
For all purposes under the Loan Documents, in connection with any Division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired
on the first date of its existence by the holders of its Equity Interests at such time.


 


Article II


 


The
Credits


 


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


 


Section 2.02       Loans
and Borrowings.


 


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


 






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(b)            Subject
to Section 2.14, (i) each Revolving Borrowing denominated in Dollars and made to the Borrowers shall be comprised entirely
of CBFR Loans or Eurodollar Loans, and (ii) each Revolving Borrowing denominated in Canadian Dollars and made to the Borrowers shall
be comprised entirely of CPR Loans or CDOR Loans, in each case, as the Borrower Representative or applicable Borrower may request in accordance
herewith; provided that all Borrowings made on the Effective Date must be made as CBFR Borrowings but may be converted into Eurodollar
Borrowings in accordance with Section 2.08 and no CDOR Loans shall be made on the Effective Date. Each Swingline Loan made to the
Borrowers shall be a CBFR Loan (if denominated in Dollars) or a CPR Loan (if denominated in Canadian Dollars). Each Lender at its option
may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate,
the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to
such Lender); provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in
accordance with the terms of this Agreement.


 


(c)            At
the commencement of each Interest Period for any Eurodollar Revolving Borrowing or CDOR Revolving Borrowing, such Borrowing shall be in
an aggregate amount that is an integral multiple of $100,000 (or C$100,000, as applicable) and not less than $1,000,000 (or C$1,000,000
as applicable). CBFR Revolving Borrowings and CPR Revolving Borrowings may be in any amount. Borrowings of more than one Type and Class may
be outstanding at the same time; provided that there shall not at any time be more than a combined total of five (5) Eurodollar
Borrowings and CDOR Borrowings outstanding.


 


(d)            Notwithstanding
any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if
the Interest Period requested with respect thereto would end after the Maturity Date.


 


Section 2.03       Requests
for Revolving Borrowings.


 


To request a Revolving Borrowing,
the Borrower Representative or applicable Borrower shall notify the Administrative Agent of such request either in writing (delivered
by hand or fax) by delivering a Borrowing Request signed by a Responsible Officer of the Borrower Representative or through Electronic
System if arrangements for doing so have been approved by the Administrative Agent (or if an Extenuating Circumstance shall exist, by
telephone) not later than (i) in the case of a Eurodollar Borrowing, 12:00 p.m., Local Time, three (3) Business Days before
the date of the proposed Borrowing, (ii) in the case of a CDOR Borrowing, 1:00 p.m., Local Time, two (2) Business Days before
the date of the proposed Borrowing, (iii) in the case of a CBFR Borrowing, 12:00 p.m., Local Time, on the date of the proposed Borrowing,
or (iv) in the case of a CPR Borrowing, 1:00 p.m., Local Time, one (1) Business Day before the date of the proposed Borrowing;
provided that any such notice of a Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may
be given not later than 9:00 a.m., Local Time, on the date of such proposed Borrowing. Each such Borrowing Request shall be irrevocable
and each such telephonic Borrowing Request, if permitted, shall be confirmed immediately upon the cessation of the Extenuating Circumstance
by hand delivery, facsimile or a communication through Electronic System to the Administrative Agent of a written Borrowing Request in
a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower Representative or applicable Borrower.
Each such written (or if permitted, telephonic) Borrowing Request shall specify the following information in compliance with Section 2.02:


 






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(A)          the
name of the applicable Borrower(s);


 


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


 


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


 


(D)          whether
such Revolving Borrowing is to be a CBFR Borrowing, CPR Borrowing, Eurodollar Borrowing or CDOR Borrowing;


 


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


 


(F)           the
currency of the Loan comprising such Revolving Borrowing.


 


If no election as to the Type of Revolving Borrowing
is specified, then the requested Revolving Borrowing shall be (x) a CBFR Borrowing in the case of a Revolving Borrowing requested
in Dollars, and (y) a CPR Borrowing in the case of a Revolving Borrowing requested in Canadian Dollars. If no Interest Period is
specified with respect to any requested Eurodollar Revolving Borrowing or CDOR Revolving Borrowing, then the applicable Borrower(s) shall
be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance
with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan
to be made as part of the requested Revolving Borrowing. If no election as to the currency of the Loan comprising a Revolving Borrowing
is specified, then the Loans so requested shall be made in Dollars, except that if the Type of Revolving Borrowing specified is a CPR
Borrowing or CDOR Borrowing then the Loans so requested shall be made in Canadian Dollars.


 






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Section 2.04                   Protective
Advances.


 


(a)            Subject
to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the
Administrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrowers in Dollars or
Canadian Dollars, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable
(i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount
of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Loan
Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described
in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective
Advances”); provided that, the Dollar Equivalent of the aggregate amount of Protective Advances and Overadvances outstanding
at any time shall not at any time exceed an amount equal to 10% of the Aggregate Revolving Commitment; provided, further,
that, the aggregate amount of outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed the
Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02
have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral
and shall constitute Obligations hereunder. All Protective Advances shall be CBFR Borrowings if made in Dollars and CPR Borrowings if
made in Canadian Dollars. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any
Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at
any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative
Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02
have been satisfied, the Administrative Agent may require the Lenders to make a Revolving Loan to repay a Protective Advance. At any other
time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).


 


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


 


Section 2.05                   Swingline
Loans and Overadvances.


 


(a)           The Administrative
Agent, the Swingline Lender and the Lenders agree that in order to facilitate the administration of this Agreement and the other Loan
Documents, promptly after the Borrower Representative requests a Borrowing, the Swingline Lender may elect to have the terms of this Section 2.05(a) apply
to such Borrowing Request by advancing, on behalf of the Lenders and in the amount requested, same day funds to the Borrowers, on the
date of the applicable Borrowing to the Funding Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is
referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take
place on a periodic basis as set forth in Section 2.05(d). Each Swingline Loan shall be subject to all the terms and conditions
applicable to other Loans funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for
its own account. Each Swingline Loan shall be a CBFR Loan if made in Dollars and a CPR Loan if made in Canadian Dollars. In addition,
the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions set forth
herein (but without any further written notice required), not later than 2:00 p.m., Local Time, on each Business Day, make available to
the Borrowers by means of a credit to the Funding Account(s), the proceeds of a Swingline Loan to the extent necessary to pay items to
be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day there is insufficient
borrowing capacity to permit the Swingline Lender to make available to the Borrowers a Swingline Loan in the amount necessary to pay all
items to be so drawn on any such Controlled Disbursement Account on such Business Day, then the Borrowers shall be deemed to have requested
a Borrowing pursuant to Section 2.03 in the amount of such deficiency to be made on such Business Day. The Dollar Equivalent
of the aggregate amount of Swingline Loans outstanding at any time shall not exceed an amount equal to 10% of the Aggregate Revolving
Commitment. The Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Availability (before or after
giving effect to such Swingline Loan).


 






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(b)            Any
provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative Agent may
in its sole discretion (but with absolutely no obligation), on behalf of the Lenders, (x) make Revolving Loans to the Borrowers,
in amounts that exceed Availability (any such excess Revolving Loans are herein referred to collectively as “Overadvances”)
or (y) deem the amount of Revolving Loans outstanding to the Borrowers that are in excess of Availability to be Overadvances; provided
that, no Overadvance shall result in a Default due to Borrowers’ failure to comply with Section 2.01 for so long as
such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance.
In addition, Overadvances may be made even if the condition precedent set forth in Section 4.02(c) has not been satisfied.
All Overadvances to the Borrowers shall constitute CBFR Borrowings. All Overadvances in Dollars shall constitute CBFR Borrowings. All
Overadvances in Canadian Dollars shall constitute CPR Borrowings. The making of an Overadvance on any one occasion shall not obligate
the Administrative Agent to make any Overadvance on any other occasion. The authority of the Administrative Agent to make Overadvances
is limited to the Dollar Equivalent of an aggregate amount not to exceed an amount equal to 10% of the Aggregate Revolving Commitment
less the amount of any outstanding Protective Advances, no Overadvance may remain outstanding for more than thirty (30)
days and no Overadvance shall cause any Lender’s Revolving Exposure to exceed its Revolving Commitment; provided that, the
Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must
be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.


 


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


 






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(d)            The
Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the Lenders
of all Loans on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Lenders of such requested
Settlement by facsimile, telephone, or e-mail no later than 11:00 a.m. Local Time on the date of such requested Settlement (a “Settlement
Date”). Each Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall transfer the amount of such
Lender’s Applicable Percentage of the outstanding principal amount of the applicable Loan (in the same currency as such Loan was
made) with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative
Agent may designate, not later than 1:00 p.m., Local Time, on such Settlement Date. Settlements may occur during the existence of a Default
and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred
to the Administrative Agent shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together with Swingline
Lender’s Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Lenders, respectively. If any such
amount is not transferred to the Administrative Agent by any Lender on such Settlement Date, the Swingline Lender shall be entitled to
recover from such Lender on demand such amount, together with interest thereon, as specified in Section 2.07.


 


Section 2.06                   Letters
of Credit.


 


(a)           General.
Subject to the terms and conditions set forth herein, the Borrower Representative may request Issuing Bank to issue Letters of Credit
for its own account or for the account of another Loan Party (denominated in Dollars or Canadian Dollars) as the applicant thereof for
the support of its or another Loan Party’s obligations, in a form reasonably acceptable to Issuing Bank, at any time and from time
to time during the Availability Period, and, subject to the provisions of Section 2.06, the Issuing Bank shall issue such Letters
of Credit in accordance with the terms hereof.


 


(b)            Notice
of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or extension
of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit through Electronic System,
if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank (reasonably in advance of, but in any event no
less than three (3) Business Day prior to the requested date of issuance, amendment or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the name of the applicable Borrower,
the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency applicable thereto, the name
and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit.
In addition, as a condition to any such Letter of Credit issuance, the applicable Borrower shall have entered into a continuing agreement
(or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application in each
case, as required by the Issuing Bank and using the Issuing Bank's standard form (each, a “Letter of Credit Agreement”).
In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit
Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and
upon issuance, amendment or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment or extension (i) the aggregate LC Exposure shall not exceed $5,000,000, (ii) no Lender’s
Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving Exposure shall not exceed the lesser of
the Aggregate Revolving Commitment and the Borrowing Base.


 






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Issuing Bank shall not be under any obligation to issue any Letter
of Credit if:


 


(i)            any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain Issuing Bank from
issuing such Letter of Credit, or any Requirement of Law relating to Issuing Bank or any request or directive (whether or not having the
force of law) from any Governmental Authority with jurisdiction over Issuing Bank shall prohibit, or request that Issuing Bank refrain
from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon Issuing Bank with respect
to such Letter of Credit any restriction, reserve or capital requirement (for which Issuing Bank is not otherwise compensated hereunder)
not in effect on the Effective Date, or shall impose upon Issuing Bank any unreimbursed loss, cost or expense which was not applicable
on the Effective Date and which Issuing Bank in good faith deems material to it, or


 


(ii)          the
issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally.


 


(c)            Expiration
Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to the beneficiary
thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter
of Credit (or, in the case of any extension of the expiration thereof, including, without limitation, any automatic renewal provision,
one year after such extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date.


 


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


 






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(e)           Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement in the same currency as such LC Disbursement (i) not
later than 11:00 a.m., Local Time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice
of such LC Disbursement prior to 9:00 a.m., Local Time, on such date, or, (ii) if such notice has not been received by the Borrower
Representative prior to such time on such date, then not later than 11:00 a.m., Local Time, on (A) the Business Day that the Borrower
Representative receives such notice, if such notice is received prior to 9:00 a.m., Local Time, on the day of receipt, or (B) the
Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior
to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.03 or 2.05 that such payment be financed with a: (x) Swingline Loan, (y) to
the extent such LC Disbursement was made in Dollars, a CBFR Borrowing, or (z) to the extent such LC Disbursement was made in Canadian
Dollars, a CPR Borrowing, in each case, in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make
such payment shall be discharged and replaced by the resulting Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such
payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrowers
in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall
pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in
Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it
from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph,
the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant
to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment
made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of Revolving
Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to
reimburse such LC Disbursement.


 






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


 


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


 


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


 






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


 


(j)          Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative receives
notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers
shall deposit in one or more accounts with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the
Lenders (collectively, the “LC Collateral Account”), an amount in cash equal to 105% of the Dollar Equivalent of the
amount (or of the actual amount in such currency, as elected by the Administrative Agent) of the LC Exposure as of such date plus
accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event
of Default with respect to any Borrower described in clause (h) or (i) of Article VII. Such Borrower also
shall deposit cash collateral in accordance with this paragraph as and to the extent required by Sections 2.10(b), 2.11(b) or 2.20.
Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations.
In addition, and without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remains outstanding after the
expiration date specified in said paragraph (c), the Borrowers shall immediately deposit in the LC Collateral Account an amount in cash
equal to 105% of the Dollar Equivalent of the amount (or of the actual amount in such currency, as elected by the Administrative Agent)
of the LC Exposure as of such date plus accrued and unpaid interest thereon. The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative
Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than
any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative
Agent and at the risk and expense of the Borrowers, such deposits shall not bear interest. Interest or profits, if any, on such investments
shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse
the Issuing Bank for LC Disbursements for which it has not been reimbursed, together with related fees, costs, and customary processing
charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the
LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other Secured Obligations. If the
Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount
(to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all such Events
of Default have been cured or waived as confirmed in writing by the Administrative Agent.


 






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(k)            [reserved].


 


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


 


Section 2.07                   Funding
of Borrowings.


 


(a)            Each
Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof by wire transfer of immediately available
funds by (i) 1:00 p.m., Local Time, in the case of Eurodollar Loans and CDOR Loans, and (ii) 3:00 p.m., Local Time, in the case
of CBFR Loans and CPR Loans, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the
Lenders in an amount equal to such Lender’s Applicable Percentage; provided that, Swingline Loans shall be made as provided
in Section 2.05. The Administrative Agent will make such Loans available to the Borrower Representative by promptly crediting
the amounts so received, in like funds, to the Funding Account designated by the Borrower Representative; provided that Revolving
Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(e) shall be remitted
by the Administrative Agent to the Issuing Bank and (ii) a Protective Advance or an Overadvance shall be retained by the Administrative
Agent.


 






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


 


Section 2.08                   Interest
Elections.


 


(a)           Each
Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing or CDOR
Borrowing, shall have an initial Interest Period as specified in such Borrowing Request (or, if not specified therein, an Interest Period
of one month’s duration). Thereafter, the Borrower Representative or applicable Borrower may elect to convert such Borrowing to
a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing or CDOR Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The Borrower Representative or applicable Borrower may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding
the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall
not apply to Swingline Borrowings, Overadvances or Protective Advances, which may not be converted or continued. Notwithstanding any contrary
provision herein, this Section shall not be construed to permit any Borrower, or Borrower Representative on its behalf, to (i) change
the currency of any Borrowing, (ii) elect an Interest Period that does not comply with Section 2.02, or (iii) convert
any Borrowing to a Borrowing of a Type not available under such Borrowing or to such Borrower as otherwise set forth herein.


 


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


 






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


 


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


 


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


 


(iii)          whether
the resulting Borrowing, if in Dollars, is to be a CBFR Borrowing or Eurodollar Borrowing or, if in Canadian Dollars, is to be a CPR Borrowing
or CDOR Borrowing;


 


(iv)           the
Funding Account into which the proceeds of the resulting Borrowing are to be deposited; and


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(c)            [Reserved].


 


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


 


(e)            The
Borrowers shall have the right to increase the Revolving Commitments by obtaining additional Revolving Commitments, either from one or
more of the Lenders or another lending institution, provided that (i) any such request for an increase shall be in a minimum
amount of $5,000,000, (ii) the Borrower Representative, on behalf of the Borrowers, may make a maximum of three (3) such requests,
(iii) after giving effect thereto, the sum of the total of the additional Revolving Commitments does not exceed $25,000,000, (iv) the
Administrative Agent and the Issuing Bank have approved the identity of any such new Lender, such approvals not to be unreasonably withheld,
(v) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder and (vi) the procedure
described in Section 2.09(f) have been satisfied. Nothing contained in this Section 2.09 shall constitute,
or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder at any time.


 


(f)            Any
amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall only
require the written signatures of the Administrative Agent, the Borrowers and each Lender being added or increasing its Revolving Commitment.
As a condition precedent to such an increase or addition, the Borrowers shall deliver to the Administrative Agent (i) a certificate
of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such
Loan Party approving or consenting to such increase, and (B) in the case of the Borrowers, certifying that, before and after giving
effect to such increase or addition, (1) the representations and warranties contained in Article III and the other Loan
Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in
which case they are true and correct as of such earlier date, (2) no Default exists and (3) if such increase or addition occurs
during a Covenant Testing Trigger Period or on or prior to the FY2020 Date, the Borrowers are in compliance (on a pro forma basis) with
the covenant contained in Section 6.13 and (ii) legal opinions and documents consistent with those delivered on the Effective
Date, to the extent requested by the Administrative Agent.


 






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


 


Section 2.10                   Repayment
of Loans; Evidence of Debt.


 


(a)            The
Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal
amount of each Revolving Loan, in the currency of such Loan, on the Maturity Date, (ii) to the Administrative Agent the then unpaid
amount of each Protective Advance, in the currency of such Loan, on the earlier of the Maturity Date and demand by the Administrative
Agent, (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan, in the currency of such Loan, on the
earlier of the Maturity Date and the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving
Loan is made, the Borrowers shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied
by the Administrative Agent to repay any Swingline Loans outstanding, and (iv) to the Administrative Agent the then unpaid principal
amount of each Overadvance, in the currency of such Loan, on the earlier of the Maturity Date and demand by the Administrative Agent.


 






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(b)            At
all times during a Dominion Period, on each Business Day, the Administrative Agent shall apply all funds credited to a Collection Account
on such Business Day or the immediately preceding Business Day (at the Permitted Discretion of the Administrative Agent, whether or not
immediately available) first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, denominated
in like currency to the currency of the monies in such Collection Account, and second to prepay the Revolving Loans (including
Swingline Loans) and to cash collateralize outstanding LC Exposure denominated in like currency to the currency of the monies in such
Collection Account. In the event and to the extent that any Protective Advances, Overadvances and Revolving Loans (including Swingline
Loans) remain unapplied following such application as a result of a mismatch between the currencies of the amounts in the Collection Accounts
and the currencies in which the outstanding Protective Advances, Overadvances, Revolving Loans and/or Swingline Loans are denominated,
the Borrowers shall be deemed to have requested the Administrative Agent to convert any such excess funds to the currency or currencies
of the outstanding Protective Advances, Overadvances, Revolving Loans and Swingline Loans and apply such converted amounts to such outstanding
Protective Advances, Overadvances, Revolving Loans and/or Swingline Loans. Notwithstanding the foregoing, to the extent any funds credited
to a Collection Account constitute Net Proceeds, the application of such Net Proceeds shall be subject to Section 2.11(c).


 


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


 


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


 


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


 


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


 






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Section 2.11                   Prepayment
of Loans.


 


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


 


(b)            Except
for Overadvances permitted under Section 2.05, in the event and on such occasion that the Aggregate Revolving Exposure exceeds
(including on any Revaluation Date) the lesser of (A) the Aggregate Revolving Commitment and (B) the Borrowing Base, the Borrowers
shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans or cash collateralize LC Exposure in an account with the Administrative
Agent pursuant to Section 2.06(j), as applicable, in an aggregate amount equal to such excess.


 


(c)            In
the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party or any Subsidiary in respect of any
Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received by any Loan Party or any Subsidiary, prepay the
Obligations and cash collateralize the LC Exposure as set forth in Section 2.11(e) below in an aggregate amount equal
to 100% of such Net Proceeds.


 


(d)            [Reserved].


 


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


 


(f)            The
Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender)
by telephone (confirmed by fax) or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent,
of any prepayment hereunder not later than (i) 12:00 p.m., Local Time, (A) in the case of prepayment of a Eurodollar Revolving
Borrowing or CDOR Borrowing, three (3) Business Days before the date of prepayment, or (B) in the case of prepayment of a CBFR
Revolving Borrowing, CPR Revolving Borrowing, or Swingline Loan, no later than 12:00 p.m. Local Time on the date of prepayment. Each
such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to
be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving
Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing,
the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be
in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02.
Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments
pursuant to Section 2.16.


 






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Section 2.12                   Fees.


 


(a)            The
Borrowers jointly and severally, agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall
accrue at a per annum rate equal to 0.25% on the average daily amount of the Available Revolving Commitment of such Lender during the
period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment
fees shall be payable in arrears on the first day of each calendar month and on the date on which the Revolving Commitments terminate,
commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed, (including the first day but excluding the last day).


 


(b)            The
Borrowers, jointly and severally, agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee
with respect to its participations in Letters of Credit, which shall accrue on the daily maximum amount then available to be drawn under
such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans during
the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment
terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall
accrue at the rate or rates per annum separately agreed upon between the Borrowers and the Issuing Bank on the daily maximum amount then
available to be drawn under such Letter of Credit during the period from and including the Effective Date to but excluding the later of
the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing
Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment,
renewal or extension of any Letter of Credit, processing of drawings thereunder and other processing fees and other standard costs and
charges, of Issuing Bank relating to Letters of Credit as from time to time in effect. Participation fees and fronting fees accrued through
and including the last day of each calendar month shall be payable on the first day of each calendar month following such last day, commencing
on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the
Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable
on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand.
All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number
of days elapsed (including the first day but excluding the last day).


 


(c)          The
Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed
upon between the Borrowers and the Administrative Agent.


 






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(d)           All
fees payable hereunder shall be paid in Dollars (unless otherwise expressly provided in this Section 2.12) on the dates due,
in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution,
in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.


 


Section 2.13                   Interest.


 


(a)           The
Loans comprising each CBFR Borrowing (including each Swingline Loan made in Dollars) shall bear interest at the REVLIBOR30 Rate plus
the Applicable Rate.


 


(b)            The
Loans comprising each CPR Borrowing (including each Swingline Loan made in Canadian Dollars) shall bear interest at the Canadian Prime
Rate plus the Applicable Rate.


 


(c)            [Reserved].


 


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


 


(e)           The
Loans comprising each CDOR Borrowing shall bear interest at the CDOR Rate for the Interest Period in effect for such Borrowing plus
the Applicable Rate.


 


(f)            [Reserved].


 


(g)            Each
Protective Advance and Overadvance in Dollars shall bear interest at the REVLIBOR30 Rate plus the Applicable Rate plus
2%. Each Protective Advance and Overadvance in Canadian Dollars shall bear interest at the Canadian Prime Rate plus the
Applicable Rate plus 2%.


 


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


 


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


 






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(j)            All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the CB Floating
Rate, Canadian Prime Rate and CDOR Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each
case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable CB Floating
Rate, Canadian Prime Rate, REVLIBOR30 Rate, Adjusted LIBO Rate, LIBO Rate, or CDOR Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.


 


(k)            All
interest hereunder shall be paid in the currency in which the Loan giving rise to such interest is denominated.


 


(l)             For
purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees
provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of 360
days or any other period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number
of days in the applicable calendar year and divided by 360 or such other period of time, respectively.


 


Section 2.14                    Alternate
Rate of Interest; Illegality.


 


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


 


(i)             the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable
means do not exist for ascertaining the CDOR Rate for such Interest Period; or


 


(ii)            the
Administrative Agent is advised by the Required Lenders that the CDOR Rate for the applicable Interest Period will not adequately and
fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans included in such Borrowing for such Interest
Period;


 


then the Administrative Agent shall give notice
thereof to the Borrower Representative and the Lenders through Electronic System as provided in Section 9.01 as promptly as
practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances
giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a CDOR Borrowing shall be ineffective and any such CDOR Borrowing shall be repaid or converted to a
CPR Borrowing on the last day of the then current Interest Period applicable thereto, and (B) if any Borrowing Request requests a
CDOR Borrowing, such Borrowing shall be made as a CPR Borrowing; provided that if such circumstances only affect one Class or
Type of Borrowing or currency, then the foregoing will only be applicable to the affected Class or Type of Borrowing or currency.


 






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(b)            Eurodollar
Borrowing. Subject to clauses (i) through (vi) of this Section 2.14(b), if prior to the commencement of any
Interest Period for a Eurodollar Borrowing:


 


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


 


(x)            the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for the applicable
Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans included
in such Borrowing for such Interest Period;


 


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


 


(i)            Notwithstanding
anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable,
and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark,
then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition
of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for
all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any
amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark
Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such
Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document
in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice
of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to,
this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection
to such Benchmark Replacement from Lenders comprising the Required Lenders.


 






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(ii)            Notwithstanding
anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition
Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan
Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document; provided that, this clause (ii) shall not be effective
unless the Administrative Agent has delivered to the Lenders and the Borrower Representative a Term SOFR Notice. For the avoidance of
doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in
its sole discretion.


 


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


 


(iv)            The
Administrative Agent will promptly notify the Borrower Representative and the Lenders of (A) any occurrence of a Benchmark Transition
Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the
implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the
removal or reinstatement of any tenor of a Benchmark pursuant to clause (v) below and (E) the commencement or conclusion
of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable,
any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate
or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking
any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and
without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant
to this Section 2.14.


 


(v)            Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (1) any tenor for
such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the
Administrative Agent in its Permitted Discretion or (2) the regulatory supervisor for the administrator of such Benchmark has provided
a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative,
then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time
to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above
either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is
not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark
Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or
after such time to reinstate such previously removed tenor.


 






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(vi)            Upon
the Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke
any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during
any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request into a request
for a Borrowing of or conversion to CBFR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of CBFR based upon the then-current Benchmark or such tenor for such Benchmark, as
applicable, will not be used in any determination of CBFR.


 


(c)          Illegality.
If any Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable lending office to make, maintain, fund or continue any Eurodollar Borrowing or CDOR Borrowing, or any
Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of,
Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower Representative through the Administrative
Agent, any obligations of such Lender to make, maintain, fund or continue Eurodollar Loans or CDOR Loans or to convert CBFR Borrowings
to Eurodollar Borrowings or CPR Borrowings to CDOR Borrowings, as applicable, will be suspended until such Lender notifies the Administrative
Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice,
the Borrowers will upon demand from such Lender (with a copy to the Administrative Agent), either convert or prepay all (i) Eurodollar
Borrowings of such Lender in Dollars to the Borrowers to CBFR Borrowings, and (ii) CDOR Borrowings of such Lender to CPR Borrowings,
either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Borrowings or
CDOR Borrowing, as applicable, to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any
such conversion or prepayment, the Borrowers will also pay accrued interest on the amount so prepaid or converted or prepaid.


 


Section 2.15                      Increased
Costs.  


 


(a)            If
any Change in Law shall:


 


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


 


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


 


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


 



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


 


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


 


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


 


(d)            Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be
required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more
than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower Representative of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim
compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.


 






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


 


Section 2.17                      Withholding
of Taxes; Gross-Up.


 


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


 


(b)            Payment
of Other Taxes by the Borrowers. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable
law, or at the option of the Administrative Agent timely reimburse it or (as applicable) any Secured Party for, Other Taxes.


 






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(c)            Evidence
of Payment. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17,
such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.


 


(d)           Indemnification
by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand
therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any
Loan Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender,
shall be conclusive absent manifest error.


 


(e)           Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for
(i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document
or otherwise payable by the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent
under this paragraph (e).


 


(f)            Status
of Lenders.


 


(i)            Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower Representative
or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Representative or
the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition,
any Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative Agent as will enable the Borrowers
or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall
not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any
material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 






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


 


(A)          any
Lender that is a U.S. Person shall deliver to the Borrower Representative and the Administrative Agent on or prior to the date on which
such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative
or the Administrative Agent), an executed copy of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding
tax;


 


(B)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and the Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative
Agent), whichever of the following is applicable:


 


(1)            in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the U.S. is a party (x) with respect to payments
of interest under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an
exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with
respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other
income” article of such tax treaty;


 


(2)            in
the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed copy of
IRS Form W-8ECI;


 


(3)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate in form and substance reasonably satisfactory to the Administrative Agent (a “U.S. Tax Compliance Certificate”)
to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a
 “10 percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) an executed copy of IRS Form W-8BEN
or IRS Form W-8BEN-E, as applicable; or


 






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(4)            to
the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification
documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct
or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax
Compliance Certificate on behalf of each such direct and indirect partner;


 


(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and the Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative
Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers
or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)          if
a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower Representative or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent
to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under
FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


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


 






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


 


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


 


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


 


Section 2.18                       Payments
Generally; Allocation of Proceeds; Sharing of Set-offs.


 


(a)           Each
Borrower shall make each payment or prepayment required to be made by them hereunder (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m.,
Local Time, on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without set off, recoupment
or counterclaim. Any amounts received after such time on any date may, in the Permitted Discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made
to the Administrative Agent at its offices at 10 South Dearborn Street, L2, Chicago, Illinois, except payments to be made directly
to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16,
2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. Unless otherwise
provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period
of such extension. All payments hereunder shall, unless otherwise expressly required by the terms hereunder, be made in Dollars, except
that all payments in respect of Loans (and interest thereon) shall be made in the same currency in which such Loan was made.


 



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(b)            All
payments and any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment
of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers), (B) a
mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from a Collection
Account when full cash dominion is in effect (which shall be applied in accordance with Section 2.10(b)) or (ii) after
an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be
applied ratably:


 


first,
to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Issuing Bank from
the Borrowers (other than in connection with Banking Services Obligations or Swap Agreement Obligations),


 


second,
to pay any fees, indemnities, or expense reimbursements then due to the Lenders from the Borrowers (other than in connection with Banking
Services Obligations or Swap Agreement Obligations),


 


third,
to pay interest due in respect of the Overadvances and Protective Advances,


 


fourth,
to pay the principal of the Overadvances and Protective Advances,


 


fifth,
to pay interest then due and payable on the Loans (other than the Overadvances and Protective Advances) ratably,


 


sixth,
to prepay principal on the Loans (other than the Overadvances and Protective Advances) and unreimbursed LC Disbursements,


 


seventh,
to pay an amount to the Administrative Agent equal to 105% of the aggregate LC Exposure, to be held as cash collateral for such Obligations,


 


eighth,
to pay any amounts owing with respect to Swap Agreement Obligations up to and including the amount most recently provided to the Administrative
Agent pursuant to Section 2.22 for which Reserves have been established ratably,


 


ninth,
to payment of any amounts owing with respect to Banking Services Obligations and Swap Agreement Obligations up to and including the amount
most recently provided to the Administrative Agent pursuant to Section 2.22, and to the extent not paid pursuant to clause
eighth above, and


 


tenth,
to the payment of any other Secured Obligation due to the Administrative Agent or any Lender by the Borrowers.


 


Notwithstanding the foregoing amounts received
from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary
contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Administrative
Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan or CDOR Loan of a Class, except (a) on the
expiration date of the Interest Period applicable thereto or (b) in the event, and only to the extent, that (x) in the case
of payments in Dollars, there are no outstanding CBFR Loans of the same Class, or (y) in the case of payments in Canadian Dollars,
there are no outstanding CPR Loans of the same Class, and, in any such event under either clause (x) or (y), the Borrowers
shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall
have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the
Secured Obligations.


 






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(c)            At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses
(including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other sums payable
under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by a Borrower pursuant
to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower
maintained with the Administrative Agent. The Borrowers hereby irrevocably authorize (i) the Administrative Agent to make a Borrowing
for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan
Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans and Overadvances, but such a Borrowing
may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and
that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03, 2.04 or 2.05, as applicable,
and (ii) the Administrative Agent to charge any deposit account of any Borrower maintained with the Administrative Agent for each
payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.


 


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


 






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(e)            Unless
the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is due to
the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrowers will not make such payment, the
Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have
not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


(f)            [reserved].


 


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


 


Section 2.19     Mitigation
Obligations; Replacement of Lenders.


 


(a)            If
any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes or additional
amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender
shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future
and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.
The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or
assignment.


 


(b)            If
any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes or additional
amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender
becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04),
all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations
under this Agreement and other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender,
if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the
Administrative Agent (and in circumstances where its consent would be required under Section 9.04, the Issuing Bank and the
Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal
to the outstanding principal of its Loans and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from
a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment
will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment
and delegation cease to apply. Each party hereto agrees that (x) an assignment required pursuant to this paragraph may be effected
pursuant to an Assignment and Assumption executed by the Borrower Representative, the Administrative Agent and the assignee (or, to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as
to which the Administrative Agent and such parties are participants), and (y) the Lender required to make such assignment need not
be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof;
provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver
such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents
shall be without recourse to or warranty by the parties thereto.


 






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Section 2.20     Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting Lender:


 


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


 


(b)            any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether
voluntary or mandatory, at maturity, pursuant to Section 2.18(b) or otherwise) or received by the Administrative Agent from
a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent
as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second,
to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to Issuing Bank or Swingline Lender hereunder; third,
to cash collateralize the LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, as the Borrower
Representative may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,
if so determined by the Administrative Agent and the Borrower Representative, to be held in a deposit account and released pro rata in
order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement
and (y) cash collateralize future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued
under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank
or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or Swingline
Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or
under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to
the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by any Borrower against such Defaulting Lender
as a result of such Defaulting Lender's breach of its obligations under this Agreement or under any other Loan Document; and eighth,
to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment
is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded
its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set
forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed
to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to,
such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrowers’ obligations corresponding
to such Defaulting Lender’s LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments
without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that
are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed
paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


Section 2.22     Banking
Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any
Loan Party or any Subsidiary shall deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap Agreements,
written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party
or Subsidiary thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In addition, each such Lender
or Affiliate thereof shall deliver to the Administrative Agent, from time to time after a significant change therein or upon a request
therefor, a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations.
The most recent information provided to the Administrative Agent shall be used in determining the amounts to be applied in respect of
such Banking Services Obligations and/or Swap Agreement Obligations pursuant to Section 2.18(b) and which tier of the
waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed.
For the avoidance of doubt, so long as JPMCB or its Affiliate is the Administrative Agent, neither JPMCB nor any of its Affiliates providing
Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary shall be required to provide any notice described
in this Section 2.22 in respect of such Banking Services or Swap Agreements.


 


Article III


 


Representations
and Warranties.


 


Each Loan Party represents
and warrants to the Lenders that:


 


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


 






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Section 3.02     Authorization;
Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers and have been duly authorized
by all necessary corporate or other organizational actions and approvals and, if required, actions and approvals by equity holders. Each
Loan Document to which each Loan Party is a party has been duly executed and delivered by such Loan Party and constitutes a legal, valid
and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable Insolvency Laws, examinership,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law.


 


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


 


Section 3.04     Financial
Condition; No Material Adverse Change.


 


(a)            The
Loan Parties have heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and
cash flows (i) as of and for the fiscal year ended December 31, 2019, prepared on by Deloitte & Touche LLP, independent
public accountants, and (ii) as of and for the fiscal month and the fiscal year ended December 31, 2020, certified by its Financial
Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash
flows of the Loan Parties and their consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to
normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.


 


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


 


Section 3.05     Properties.


 


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


 






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(b)            Each
Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property
necessary to its business as currently conducted, and the use thereof by each Loan Party and each Subsidiary does not infringe in any
material respect upon the rights of any other Person, except for infringements that could not reasonably be expected to have a Material
Adverse Effect, and each Loan Party’s and each Subsidiary’s rights thereto are not subject to any licensing agreement or similar
arrangement except those that do not (individually or in the aggregate) materially detract from the value of the affected intellectual
property or interfere with the ordinary conduct of business of the Loan Parties. A correct and complete list of such registered trademarks,
copyrights and patents, as of the date of this Agreement, is set forth on Schedule 3.05.


 


Section 3.06     Litigation
and Environmental Matters.


 


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


 


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


 


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


 


Section 3.07     Compliance
with Laws and Agreements; No Default. Except where the failure to do so could not reasonably be expected to result in a Material Adverse
Effect, each Loan Party and each Subsidiary is in compliance with (i) all Requirement of Law applicable to it or its property and
(ii) all indentures, agreements and other instruments binding upon it or its property. No Event of Default has occurred and is continuing.
No Loan Party nor any of their Subsidiaries, sells products, inventory or services directly to marijuana/cannabis growers or to retailers
that sell only to the marijuana/cannabis industry.


 


Section 3.08     Investment
Company Status. No Loan Party nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940, or shall register as or conduct its business or take any action which shall require it to be
authorized for the purposes of the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended).


 






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Section 3.09       Taxes.
Each Loan Party and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed in
any jurisdiction and has paid or caused to be paid all Taxes required to have been paid by it wherever they arise, except Taxes that are
being (i) contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has
set aside on its books adequate reserves, and (ii) in the case of sales taxes, those being negotiated in good faith in the ordinary
course of business and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves. No tax
liens have been filed and no claims are being asserted with respect to any such taxes. Each Canadian Loan Party or other Loan Party having
employees in Canada has withheld all employee withholdings and has made all employer contributions to be withheld and made by it pursuant
to applicable law on account of the Canada Pension Plan and Quebec Pension Plan, employment insurance and employee income taxes. No claims
or investigations are being, or are reasonably likely to be, made or conducted against any of the Borrowers (or any Subsidiary) with respect
to Taxes.


 


Section 3.10       Intentionally
Omitted.


 


Section 3.11       No
Filing or Stamp Taxes. Under the laws of the jurisdiction of each Loan Party’s and Subsidiary’s organization it is not
necessary that the Loan Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp,
registration, notarial or similar Taxes or fees be paid on or in relation to the Loan Documents or the transactions contemplated by the
Loan Documents, other than (a) customary UCC-1 filings with the Secretary of State of the State of incorporation in the case of
the U.S. Loan Parties and (b) PPSA filings with respect to the Collateral of the Canadian Loan Parties in the applicable provincial
or territorial personal property registries.


 


Section 3.12       Intentionally
Omitted.


 


Section 3.13       ERISA;
Foreign Benefit Arrangement; Canadian Pension Plan and Benefit Plans.


 


(a)            No
ERISA Event or Foreign Benefit Arrangement Event has occurred or is reasonably expected to occur that, when taken together with all other
such ERISA Events and Foreign Benefit Arrangement Events for which liability is reasonably expected to occur, could reasonably be expected
to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions
used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed the fair market value of the assets of such Plan. The fair market value of the assets of each funded Foreign
Benefit Arrangement or Canadian Pension Plan, as applicable, the liability of each insurer for any Foreign Benefit Arrangement or Canadian
Pension Plan, as applicable, funded through insurance or the book reserve established for any Foreign Benefit Arrangement, or Canadian
Pension Plan, as applicable, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations,
as of the date hereof, with respect to all current and former participants in such Foreign Benefit Arrangements or Canadian Pension Plan,
as applicable, according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance
with applicable generally accepted accounting principles except for any underfunding that could not reasonably be expected to have a Material
Adverse Effect.


 






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(b)            The
Canadian Pension Plans are duly registered under the ITA and all other applicable laws which require registration. As of the Effective
Date, none of the Canadian Pension Plans is a Defined Benefit CPP. Each Loan Party and each of their Subsidiaries has complied with and
performed in all of its obligations under and in respect of the Canadian Pension Plans and Canadian Benefit Plans under the terms thereof,
any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations) except to
the extent noncompliance could not be reasonably expected to have a Material Adverse Effect. All employer and employee payments, contributions
or premiums to be remitted, paid to or in respect of each Canadian Pension Plan or Canadian Benefit Plan have been paid in a timely fashion
in accordance with the terms thereof, any funding agreement and all applicable laws. There have been no improper withdrawals or applications
of the assets of the Canadian Pension Plans or the Canadian Benefit Plans.


 


Section 3.14       Disclosure.
(a) The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan
Party or any Subsidiary is subject, and all other matters known to it, that could reasonably be expected to result in a Material Adverse
Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party or any
Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as
modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided
that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith
based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior
to the Effective Date, as of the Effective Date.


 


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


 


Section 3.15       Material
Agreements. All material agreements and contracts to which any Loan Party or any Subsidiary is a party or is bound as of the date
of this Agreement, were disclosed to Administrative Agent prior to the Effective Date. Except as could not reasonably be expected to result
in a Material Adverse Effect, no Loan Party or any Subsidiary is in default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement to which it is a party.


 






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Section 3.16       Solvency.


 


(a)           Upon
and any time after the consummation of the Transactions to occur on the Effective Date, (A) (i) the fair value of the assets
of the Loan Parties taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise;
(ii) the present fair saleable value of the property of the Loan Parties will be greater than the amount that will be required to
pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (iii) the Loan Parties will be able to pay their debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and (iv) the Loan Parties taken as whole will not have unreasonably
small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted
after the Effective Date, (B) (i) the fair value of the assets of the Borrowers taken as a whole, at a fair valuation, will
exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of
the Borrowers will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrowers will
be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured;
and (iv) the Borrowers taken as whole will not have unreasonably small capital with which to conduct the business in which they are
engaged as such business is now conducted and is proposed to be conducted after the Effective Date and (C) no Canadian Loan Party
is an ‘insolvent person’ as such term is defined in the Bankruptcy and Insolvency Act (Canada).


 


(b)           No
Loan Party intends to, nor will permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will, incur debts beyond
the ability of (i) the Loan Parties, taken as a whole, and (ii) the Borrowers, take as a whole, in each case, to pay such debts
as they mature, taking into account the timing of and amounts of cash to be received by the Loan Parties or any such Subsidiary and the
timing of the amounts of cash to be payable on or in respect of the Indebtedness of the Loan Parties and their Subsidiaries.


 


Section 3.17       Insurance.
As of the Effective Date, all premiums in respect of such insurance have been paid. Each Borrower maintains, and has caused each Subsidiary
to maintain, with financially sound and reputable insurance companies, insurance on all their real and personal property in such amounts,
subject to such deductibles and self-insurance retentions and covering such properties and risks as are adequate and customarily maintained
by companies engaged in the same or similar businesses operating in the same or similar locations. A true and complete listing of such
insurance, including issuers, coverages and deductibles, has been provided to Agent.


 


Section 3.18       Capitalization
and Subsidiaries. Schedule 3.18 (as such Schedule may be updated from time to time by written notice to the Administrative Agent
for transactions not otherwise prohibited hereunder) sets forth (a) a correct and complete list of the name and relationship to
each Loan Party of each and all of its Subsidiaries, (b) a true and complete listing of each class of each Loan Party’s (other
than the Company’s) authorized Equity Interests, all of which issued Equity Interests are validly issued, outstanding, fully paid
and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.18, and (c) the type of entity
of each Loan Party and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party have been
(to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and
non-assessable. There are no outstanding commitments or other obligations of any Loan Party to issue, and no options, warrants or other
rights of any Person to acquire, any Equity Interests of any Loan Party.


 






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Section 3.19       Security
Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the Collateral
in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected and continuing Liens
on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority
over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances
would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, (b) Liens perfected
only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does
not maintain possession of such Collateral and (c) Liens perfected only by control, filing or recording to the extent that, despite
due authorization by the applicable Loan Party, the Administrative Agent has not obtained control or has not recorded such Lien.


 


Section 3.20       Employment
Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or,
to the knowledge of any Loan Party, threatened. The hours worked by and payments made to employees of the Loan Parties and their Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, provincial, territorial, local or foreign
law dealing with such matters. All payments due from any Loan Party or any Subsidiary, or for which any claim may be made against any
Loan Party or any Subsidiary, on account of wages, vacation pay and employee health and welfare insurance and other benefits, including
on account of the Canada Pension Plan and the Quebec Pension Plan, have been paid or accrued as a liability on the books of such Loan
Party or such Subsidiary.


 


Section 3.21       Margin
Regulations. No Loan Party is engaged and will not engage, principally or as one of its important activities, in the business of purchasing
or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds of any
Borrowing or Letter of Credit hereunder will be used to buy or carry any Margin Stock. Following the application of the proceeds of each
Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of any Loan Party only or of the
Loan Parties and their Subsidiaries on a consolidated basis) will be Margin Stock.


 


Section 3.22          Use
of Proceeds. The proceeds of the Loans have been used and will be used, whether directly or indirectly as set forth in Section 5.08.


 


Section 3.23       No
Burdensome Restrictions. No Loan Party is subject to any Burdensome Restrictions except Burdensome Restrictions permitted under Section 6.10.


 






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Section 3.24      Anti-Corruption
Laws and Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures designed to ensure compliance
by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable
Sanctions, and such Loan Party, its Subsidiaries and their respective officers and directors and, to the knowledge of such Loan Party,
its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly
engaged in any activity that would reasonably be expected to result in any Loan Party being designated as a Sanctioned Person. None of
(a) any Loan Party, any Subsidiary or any of their respective directors, officers or, to the knowledge of any such Loan Party or
Subsidiary, employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any Subsidiary
that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing
or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents will
violate Anti-Corruption Laws or applicable Sanctions. Notwithstanding the foregoing, the representations given in this Section 3.24
shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada
or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign
Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) in so far
as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any
similar law.


 


Section 3.25       Intentionally
Omitted.


 


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


 


Section 3.27       EEA
Financial Institutions. No Loan Party is an EEA Financial Institution.


 


Section 3.28       Plan
Assets; Prohibited Transactions. No Loan Party or any of its Subsidiaries is an entity deemed to hold “plan assets” (within
the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated under
this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code.


 






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Article IV


 


Conditions.


 


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


 


(a)            Credit
Agreement and Other Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto
a counterpart of this Agreement signed on behalf of such party (which, subject to Section 9.06(b), may include any Electronic
Signatures transmitted by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature
page), (ii) either (A) a counterpart of each other Loan Document signed on behalf of each party thereto or (B) written
evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature
page thereof) that each such party has signed a counterpart of such Loan Document and (iii) such other certificates, documents,
instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this
Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 payable
to the order of each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative
Agent, the Issuing Bank, the Lenders and the other Secured Parties, all in form and substance satisfactory to the Administrative Agent
and its counsel.


 


(b)            Financial
Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Loan Parties
for the 2018 and 2019 fiscal years, (ii) unaudited interim consolidated financial statements of the Loan Parties for each fiscal
month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this
paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of
the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan Parties and their Subsidiaries,
as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory
projections by month for fiscal year 2021.


 


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


 






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


 


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


 


(f)             Lien
Searches. The Administrative Agent shall have received the results of a recent lien search in each jurisdiction where the Loan Parties
are organized and where the assets of the Loan Parties are located, and such search shall reveal no Liens on any of the assets of the
Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant to a pay-off
letter or other documentation satisfactory to the Administrative Agent.


 


(g)            Payoff
Letter. The Administrative Agent shall have received satisfactory pay-off letters for all existing Indebtedness to be repaid from
the proceeds of the initial Borrowings, confirming that all Liens upon any of the property of the Loan Parties constituting Collateral
will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness shall have
been cash collateralized or supported by a Letter of Credit.


 


(h)            Funding
Account. The Administrative Agent shall have received a notice setting forth the deposit account(s) of the Borrowers (the “Funding
Account”) to which the Administrative Agent is authorized by the Borrowers to transfer the proceeds of any Borrowings requested
or authorized pursuant to this Agreement.


 


(i)             [Reserved].


 


(j)             [Reserved].


 


(k)            Solvency.
The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the Effective Date.


 


(l)             Borrowing
Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the Borrowing Base as
of a period specified by the Administrative Agent.


 






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(m)          Closing
Availability. After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit on the
Effective Date and the payment of all fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness, liabilities,
and obligations current, Excess Availability shall not be less than $10,000,000.


 


(n)           [Reserved].


 


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


 


(p)            [Reserved].


 


(q)            [Reserved].


 


(r)            Tax
Withholding. The Administrative Agent shall have received a properly completed and signed IRS Form W-8 or W-9, as applicable,
for each Loan Party.


 


(s)           Corporate
Structure. The corporate structure, capital structure and other material debt instruments, material accounts and governing documents
of the Borrowers and their Affiliates shall be reasonably acceptable to the Administrative Agent in its Permitted Discretion.


 


(t)            Field
Examination. The Administrative Agent or its designee shall have conducted a field examination of the Loan Parties’ Accounts, Inventory
and related working capital matters and of the Loan Parties’ related data processing and other systems, the results of which shall
be satisfactory to the Administrative Agent in its Permitted Discretion.


 


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


 


(v)           Appraisal.
The Administrative Agent shall have received an appraisal of the applicable Loan Parties’ Inventory from one or more firms satisfactory
to the Administrative Agent, which appraisal shall be satisfactory to the Administrative Agent in its Permitted Discretion.


 


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


 






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(x)           Approvals.
All governmental and third party approvals necessary in connection with the transactions contemplated hereby and the continuing operations
of the Loan Parties and their Subsidiaries (including shareholder approvals, if any) shall have been obtained on terms satisfactory to
the Administrative Agent in its Permitted Discretion and shall be in full force and effect.


 


(y)           Legal
and Regulatory Matters. All legal and regulatory matters (including tax implications) shall be satisfactory to the Administrative
Agent in its Permitted Discretion and the Lenders, including, but not limited to, compliance with all applicable requirements of Regulations
U, T and X of the Federal Reserve Board.


 


(z)            Other
Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank, any Lender
or their respective counsel may have reasonably requested.


 


The Administrative Agent shall notify the Borrower
Representative, the Lenders and the Issuing Bank of the Effective Date, and such notice shall be conclusive and binding.


 


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


 


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


 


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


 


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


 


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


 






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


 


Article V


 


Affirmative
Covenants.


 


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


 


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


 


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


 


(b)            within
thirty (30) days after the end of each fiscal month (or forty five (45) days after the end of a fiscal month that is a fiscal quarter
end) of the Company, its and the other Loan Parties’ and their Subsidiaries’ unaudited consolidated and consolidating balance
sheet and related statements of operations, and with respect to a fiscal month that is a fiscal quarter end, cash flows, as of the end
of and for such fiscal month and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures
for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified
by a Financial Officer of the Borrower Representative as presenting fairly in all material respects the financial condition and results
of operations of the Company, the other Loan Parties and their consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;


 


(c)            concurrently
with any delivery of financial statements under clause (a) and (b) above, a Compliance Certificate (i) certifying,
in the case of the financial statements delivered under clause (b), as presenting fairly in all material respects the financial
condition and results of operations of the Company, the other Loan Parties and their Subsidiaries on a consolidated and consolidating
basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying
as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to
be taken with respect thereto, (iii) setting forth reasonably detailed calculations of EBITDA and the Fixed Charge Coverage Ratio
and demonstrating compliance with Section 6.13, and (iv) stating whether any change in GAAP or in the application thereof
has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred,
specifying the effect of such change on the financial statements accompanying such certificate;


 








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(d)            [reserved];


 


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


 


(f)             as
soon as available but in any event within thirty (30) days of the end of each calendar month (and within three (3) Business Days
of the end of each calendar week which ends during a Reporting Trigger Period), and at such other times as may be reasonably requested
by the Administrative Agent, as of the period then ended, a Borrowing Base Certificate which calculates the Borrowing Base, and supporting
information in connection therewith, together with any additional reports with respect to the Borrowing Base as the Administrative Agent
may reasonably request;


 


(g)            as
soon as available but in any event within thirty (30) days of the end of each calendar month (and within three (3) Business Days
of the end of each calendar week which ends during a Reporting Trigger Period) and at such other times as may be reasonably requested
by the Administrative Agent, as of the period then ended, the following all delivered electronically in a text formatted file reasonably
acceptable to the Administrative Agent:


 


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


 


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


 








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


 


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


 


(v)           a
reconciliation of the loan balance per the Eligible Loan Parties’ general ledger to the loan balance under this Agreement;


 


(h)            as
soon as available but in any event within thirty (30) days of the end of each calendar month and at such other times as may be requested
by the Administrative Agent, as of the month then ended, a schedule and aging of the Borrowers’ accounts payable, delivered electronically
in a text formatted file reasonably acceptable to the Administrative Agent;


 


(i)             [reserved];


 


(j)             promptly
upon the Administrative Agent’s reasonable request:


 


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


 


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


 


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


 


(iv)          a
current customer list of each Eligible Loan Party, which list shall state each such customer’s name, mailing address and phone number,
delivered electronically in a text formatted file reasonably acceptable to the Administrative Agent.


 


(k)            as
soon as available but in any event within thirty (30) days of the end of each calendar month and at such other times as may reasonably
be requested by the Administrative Agent, as of the period then ended, the Eligible Loan Parties’ sales journal, cash receipts journal
(identifying trade and non-trade cash receipts) and debit memo/credit memo journal;


 






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(l)            as
soon as possible and in any event within fifteen (15) days of filing thereof, copies of all tax returns filed by any Loan Party with the
U.S. Internal Revenue Service or any other applicable Governmental Authority in respect of any Eligible Loan Party not incorporated in
the U.S.;


 


(m)           promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any
Loan Party or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with
any national securities exchange, or distributed by any Loan Party to its shareholders generally, as the case may be;


 


(n)           promptly
after any reasonable request therefor by the Administrative Agent or any Lender, copies of (i) any actuarial reports completed with
respect to any Defined Benefit CPP, (ii) any documents described in Section 101(k)(1) of ERISA that any Loan Party or any
ERISA Affiliate may request with respect to any Multiemployer Plan and (iii) any notices described in Section 101(l)(1) of
ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if a Loan Party
or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan,
the applicable Loan Party or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator
or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;


 


(o)           promptly
following any reasonable request therefor, (i) such other information regarding the operations, changes in ownership of Equity Interests,
business affairs and financial condition of any Loan Party or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative
Agent or any Lender may reasonably request, and (ii) information and documentation reasonably requested by the Administrative Agent
or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations,
including the USA PATRIOT Act, CAML and the Beneficial Ownership Regulation;


 


(p)           promptly
after receipt thereof by any Loan Party or any Subsidiary, copies of each notice or other correspondence received from the SEC (or comparable
agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by the SEC or
such other agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; and


 


(q)           Each
Loan Party represents and warrants that it, its controlling Person and any Subsidiary, in each case, if any, either (i) has no SEC
registered or unregistered, publicly traded securities outstanding, or (ii) files its financial statements with the SEC and/or makes
its financial statements available to potential holders of its securities, and, accordingly, each Loan Party hereby (A) authorizes
the Administrative Agent to make the financial statements to be provided under Section 5.01(a) and, solely with respect to fiscal
quarter financial statements, (b) above (collectively or individually, as the context requires, the “Financial Statements”),
along with the Loan Documents, available to Public-Siders and (B) agree that at the time such Financial Statements are provided hereunder,
they shall already have been made available to holders of any such securities. The Loan Parties will not request that any other material
be posted to Public-Siders without expressly representing and warranting to the Administrative Agent in writing that such materials do
not constitute material non-public information within the meaning of the federal securities laws or that the Loan Parties have no outstanding
SEC registered or unregistered, publicly traded securities. Notwithstanding anything herein to the contrary, in no event shall the Company
request that the Administrative Agent make available to Public-Siders budgets or any certificates, reports or calculations with respect
to the Borrowers’ compliance with the covenants contained herein or with respect to the Borrowing Base.


 






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The Loan Parties acknowledge
that the Administrative Agent may order, at the Borrowers’ expense, periodic certificates of good standing or the substantive equivalent
available in the jurisdiction of incorporation, formation or organization for each Loan Party from the appropriate governmental officer
in such jurisdiction.


 


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


 


(a)            the
occurrence of any Default;


 


(b)           receipt
of any notice of any investigation by a Governmental Authority or any litigation or Proceeding commenced or threatened against any Loan
Party or any Subsidiary that (i) seeks damages in excess of $500,000, (ii) seeks injunctive relief, (iii) is asserted or
instituted against any Plan, Foreign Benefit Arrangement or Canadian Pension Plan, as applicable, its fiduciaries or its assets, (iv) alleges
criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental
Law or related Requirement of Law, or seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party
or any Subsidiary in excess of $500,000 in respect of any tax, fee, assessment, or other governmental charge, or (vii) involves any
product recall;


 


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


 


(d)           any
loss, damage, or destruction to the Collateral in the amount of $500,000 or more, whether or not covered by insurance;


 


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


 


(f)            all
material amendments to any agreement constituting Material Indebtedness, with a copy of each such amendment;


 


(g)           within
two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together
with copies of all agreements evidencing such Swap Agreement or amendment;


 


(h)           the
occurrence of any ERISA Event or Foreign Benefit Arrangement Event that, alone or together with any other ERISA Events or Foreign Benefit
Arrangement Events that have occurred, could reasonably be expected to result in liability of the Loan Parties and their Subsidiaries
in an aggregate amount exceeding $500,000;


 






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(i)            any
material change in accounting or financial reporting practices by any Loan Party or any Subsidiary;


 


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


 


(k)           any
change in the credit ratings from a credit rating agency, or the placement by a credit rating agency of any Loan Party on a “Credit
Watch” or “WatchList” or any similar list, in each case with negative implications, or the cessation by a credit rating
agency of, or its intent to cease, rating such Loan Party’s debt; and


 


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


 


Each notice delivered under this Section (i) shall
be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of Credit
Agreement dated as of March 29, 2021” and (iii) shall be accompanied by a statement of a Financial Officer or other executive
officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.


 


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


 


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


 






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


 


Section 5.06     Books
and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to (a) keep proper books of record
and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities
and (b) permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative
Agent, any Lender or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable
prior notice, to visit and inspect its properties, to conduct at such Loan Party’s premises field examinations of such Loan Party’s
assets, liabilities, books and records, including examining and making extracts from its books and records, environmental assessment reports
and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountants and
to provide contact information for each bank where each Loan Party has a depository and/or securities account and each such Loan Party
hereby authorizes the Administrative Agent and each Lender to contact the bank(s) in order to request bank statements and/or balances,
all at such reasonable times and as often as reasonably requested. Each Loan Party acknowledges that the Administrative Agent, after exercising
its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to each Loan Party’s assets for internal
use by the Administrative Agent and the Lenders. The Loan Parties shall be responsible for the costs and expenses of one (1) field
examination during any 12-month period (excluding any field examinations conducted prior to the Effective Date or in connection with any
Permitted Acquisition); provided, the Loan Parties shall be responsible for the costs and expenses of all field examinations conducted
while an Event of Default has occurred and is continuing.


 


Section 5.07     Compliance
with Laws and Material Contractual Obligations.


 


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


 


(b)          Each
Loan Party will, in a timely fashion, comply with and perform in all material respects all of its obligations under and in respect of
each Canadian Pension Plan or Canadian Benefit Plan, including under any funding agreements and all applicable laws (including any fiduciary,
funding, investment and administration obligations); and no Loan Party shall contribute to or assume an obligation to contribute to or
have any liability under any Defined Benefit CPP (whether as a result of acquisition, merger, amalgamation or otherwise).


 






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(c)            In
addition to and without limiting the generality of paragraph (a) and (b) each Loan Party will, and will cause
each Subsidiary to (i) comply with all applicable laws, statutes, rules, regulations and orders (whether discretionary or otherwise)
and published interpretations thereunder with respect to all Foreign Benefit Arrangements, except where the failure to comply could not
reasonably be expected to have a Material Adverse Effect, (ii) not take any action or fail to take action in respect of a Foreign
Benefit Arrangement the result of which would result in a liability to a Governmental Authority in an amount that could reasonably be
expected to have a Material Adverse Effect; and (iii) furnish to the Lender upon the Lender’s request such additional information
about any Foreign Benefit Arrangement concerning compliance with this covenant, and in respect of any Foreign Benefit Arrangement which
is funded, information and applicable valuation reports about the funding of that Foreign Benefit Arrangement, as may be reasonably requested
by the Lender.


 


Section 5.08      Use
of Proceeds.


 


(a)            The
proceeds of the Loans and the Letters of Credit will be used only for financing the working capital needs of the Loan Parties and for
other general corporate purposes of the Loan Parties in the ordinary course of business permitted hereunder. No part of the proceeds of
any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations T, U and X.


 


(b)            No
Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and each Borrower shall procure that its Subsidiaries
and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit
(a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of
value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities,
business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required
to comply with Sanctions, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Notwithstanding the foregoing, the covenants given in this Section 5.08 shall not be made by nor apply to any Person that qualifies
as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole
or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed
under the Foreign Extraterritorial Measures Act (Canada) in so far as such representations would result in a violation of or conflict
with the Foreign Extraterritorial Measures Act (Canada) or any similar law.


 


Section 5.09     Accuracy
of Information. The Loan Parties will ensure that any information, including financial statements or other documents, furnished to
the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document or any amendment or modification
hereof or thereof or waiver hereunder or thereunder contains no material misstatement of fact or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the furnishing of such
information shall be deemed to be a representation and warranty by the Borrowers on the date thereof as to the matters specified in this
Section 5.09; provided that, with respect to projected financial information, the Loan Parties will only ensure that
such information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 






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Section 5.10     Insurance.
Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers having a financial strength
rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against such risks
(including, without limitation: loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other
criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of
established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required
pursuant to the Collateral Documents. The Borrowers will furnish to the Lenders, upon reasonable request of the Administrative Agent,
information in reasonable detail as to the insurance so maintained.


 


Section 5.11     Casualty
and Condemnation. The Borrowers will (a) furnish to the Administrative Agent and the Lenders prompt written notice of any casualty
or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any
material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) ensure
that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and
applied in accordance with the applicable provisions of this Agreement and the Collateral Documents.


 


Section 5.12     Appraisals.
At any time that the Administrative Agent reasonably requests, each Loan Party will provide the Administrative Agent with appraisals or
updates thereof of its Inventory, from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory
to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement
of Law. The Loan Parties shall be responsible for the costs of expenses of one appraisal in any twelve (12) month period (other than any
appraisal obtained prior to the Effective Date or in connection with a Permitted Acquisition); provided, that, there shall be no limitation
on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be
responsible for the costs and expenses of any such appraisals conducted while an Event of Default has occurred and is continuing.


 


Section 5.13     Depository
Banks. Each Loan Party and each Subsidiary will maintain the Administrative Agent as its principal depository bank, including for
the maintenance of operating, administrative, cash management, collection activity and other deposit accounts for the conduct of its
business. Additionally, the Administrative Agent shall be the principal provider of other Banking Services to the Loan Parties and their
Subsidiaries.


 






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Section 5.14      Additional
Collateral; Further Assurances.


 


(a)           Subject
to applicable Requirement of Law, each Loan Party will cause each Subsidiary (other than any Subsidiary that Administrative Agent elects
to forego such Subsidiary becoming a Loan Party hereunder) formed or acquired after the date of this Agreement to become a Loan Party
by executing a Joinder Agreement; provided, however, that no Foreign Subsidiary (or any Subsidiary thereof) shall be required
to become a Loan Party hereunder to the extent (x) Administrative Agent elects to forego such Foreign Subsidiary becoming a Loan
Party hereunder, or (y) if such Foreign Subsidiary is not organized under the applicable law of Canada or any province of Canada,
doing so could reasonably be expected to result in material adverse tax consequences to the Loan Parties. In connection therewith, the
Administrative Agent and each Lender shall have received shall have received all documentation and other information regarding such newly
formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations,
including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor
hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity under the Loan Documents and (ii) will
grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of
such Loan Party which constitutes Collateral, including any parcel of real property owned by any Loan Party.


 


(b)           Each
Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its directly owned Subsidiaries (other than
Foreign Subsidiaries that are not organized under the applicable law of Canada or any province of Canada), and (ii) 65% (or such
greater percentage that could not reasonably be expected to cause any material adverse tax consequences to the Loan Parties) of the issued
and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued
and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each directly
owned Subsidiary that is a Foreign Subsidiary not organized under the applicable law of Canada or any province of Canada (other than ELTAC
XXI S.L.U., an entity organized under the laws of Spain) to, in each case, be subject at all times to a first priority, perfected Lien
in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms
and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request.


 


(c)           Without
limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered,
to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including
the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions
or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which
the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other
Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in
form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Notwithstanding the
foregoing, at any time after an Event of Default has occurred, each Loan Party will, upon the request of the Administrative Agent, cause
each Foreign Subsidiary, that is not a Loan Party, to become a Loan Party and a Loan Guarantor and to grant Liens to the Administrative
Agent on its assets and have the balance of its Equity Interests pledged (if not pledged at such time) to the Administrative Agent.


 






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


 


Section 5.15     Post-Closing
Matters. Each Loan Party, as applicable, shall execute and deliver and complete the tasks set forth on Schedule 5.15 attached hereto,
in each case within the time limit specified on such Schedule (or such later times as the Administrative Agent may agree to in its sole
discretion).


 


Article VI


 


Negative
Covenants.


 


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


 


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


 


(a)            the
Secured Obligations;


 


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


 


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


 


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


 






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(e)            Indebtedness
of any Loan Party or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether
or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with
the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals
and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness
is incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement and (ii) the
aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect
thereof permitted by clause (f) below, shall not exceed $5,000,000 at any time outstanding;


 


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


 


(g)          Indebtedness
owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability
insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;


 


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


 


(i)            Indebtedness
of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such
Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the
aggregate principal amount of Indebtedness permitted by this clause (i) shall not exceed $1,000,000 at any time outstanding;


 


(j)            Indebtedness
owed to any Person providing property, casualty, liability, or other insurance to Holdings or any of its Subsidiaries, so long as the
amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such
insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year;


 






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(k)           Indebtedness
in connection with netting services, overdraft protections and other like services, in each case, incurred in the ordinary course of business
and consistent with past practices;


 


(l)          Unsecured
earnouts, seller notes and other seller indebtedness issued in connection with any Permitted Acquisition permitted hereunder, not to exceed
$2,000,000 in the aggregate at any time outstanding, so long as such Indebtedness is on terms and conditions reasonably acceptable to
the Administrative Agent, including, without limitation, satisfactory subordination terms; and


 


(m)         Subordinated
Indebtedness; and


 


(n)          other
unsecured Indebtedness in an aggregate principal amount not exceeding $1,000,000 at any time outstanding.


 


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


 


(a)           Liens
created pursuant to any Loan Document;


 


(b)          Permitted
Encumbrances;


 


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


 


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


 


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


 






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


 


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


 


(h)          Liens
granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed by such
Subsidiary;


 


(i)           leases,
licenses, subleases or sublicenses of real property or equipment granted to others in the ordinary course of business which do not (i) interfere
in any material respect with the business of any Loan Party or its Subsidiaries or (ii) secure any Indebtedness;


 


(j)            Liens
arising from filing Uniform Commercial Code or personal property security financing statements (or substantially equivalent filings outside
of the United States) regarding operating leases covering solely the property leased pursuant to such operating lease;


 


(k)            non-exclusive
licenses of the intellectual property of any Borrower or any Subsidiary entered into in the ordinary course of business so long as such
licenses do not, individually or in the aggregate, have a Material Adverse Effect or interfere in any material respect with the ordinary
course conduct of the business of any Borrower or any Subsidiary;


 


(l)           rights
of setoff, netting or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent
incurred in connection with the maintenance of such Deposit Accounts in the ordinary course of business;


 


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


 


(n)          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 6.01(j);


 


(o)          Liens
in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation
of goods in the ordinary course of business; and


 


(p)          Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Loan Party
or any Subsidiary in the ordinary course of business; provided that no such Liens shall be permitted on any Inventory or Accounts included
in the determination of the Borrowing Base.


 


Notwithstanding the foregoing, none of the Liens
permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s (1) Accounts, other than those
permitted under clause (a) of the definition of “Permitted Encumbrances” and clause (a) above and
(2) Inventory, other than those permitted under clauses (a) and (b) of the definition of “Permitted
Encumbrances” and clauses (a) above.


 






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Section 6.03        Fundamental
Changes.


 


(a)          No
Loan Party will, nor will it permit any Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other
Person to merge into or amalgamate or consolidate with it, or otherwise Dispose of all or any substantial part of its assets, or all or
substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing
(i) any Subsidiary of any Borrower may merge or amalgamate into a Borrower in a transaction in which such Borrower is the surviving
entity, (ii) any Loan Party may merge into or amalgamate with any other Loan Party in a transaction in which the surviving entity
is a Loan Party (provided, that (A) if such merger involves the Company, the Company must be the surviving entity and continue
to own directly or indirectly 100% of the issued and outstanding voting Equity Interests of each other Loan Party and (B) if such
merger involves a Borrower and a Loan Party that is not a Borrower, the Borrower must be the surviving entity), and (iii) any Subsidiary
that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary determines in good faith that such liquidation
or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders; provided that
any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless
also permitted by Section 6.04.


 


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


 


(c)          No
Loan Party will, nor will it permit any Subsidiary to, engage in any business other than businesses of the type conducted by the Borrowers
and their Subsidiaries on the date hereof and businesses reasonably related thereto.


 


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


 


(e)         No
Loan Party will change the accounting basis upon which its financial statements are prepared.


 


(f)          No
Loan Party will change any entity classification election for U.S. federal income tax purposes.


 






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


 


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


 


(b)          investments
in existence on the date hereof and described in Schedule 6.04;


 


(c)          investments
by the Loan Parties and their Subsidiaries in Equity Interests in their respective Subsidiaries, provided that:


 


(A)            any
such Equity Interests held by a Loan Party shall be pledged pursuant to a Security Agreement (other than Excluded Collateral and subject
to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.14),


 


(B)            the
aggregate amount of investments (determined without regard to any write-downs or write-offs) by Loan Parties in Subsidiaries that are
not Loan Parties (other than Investments set forth on Schedule 6.04 in an aggregate amount as in effect on the Effective Date) shall not
(together with loans permitted by Section 6.04(d)(B)) exceed $500,000 made in any fiscal year of the Borrowers; and


 


(C)            no
such investments into a non-Loan Party may be made while an Event of Default is continuing or would result therefrom (unless otherwise
consented to by Administrative Agent);


 


(d)         loans
or advances made by any (i) Loan Party to any Subsidiary and (ii) Subsidiary to a Loan Party or any other Subsidiary, provided
that:


 


(A)            any
such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged
pursuant to a Security Agreement,


 


(B)             the
amount of such loans and advances (in each case determined without regard to any write-downs or write-offs) made by Loan Parties to Subsidiaries
that are not Loan Parties (other than Investments set forth on Schedule 6.04 in an aggregate amount as in effect on the Effective Date)
shall not (together with investments permitted by Section 6.04(c)(B)) exceed $500,000 made in any fiscal year of the Borrowers,
and


 






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(C)            no
such loans or advances into a non-Loan Party may be made while an Event of Default is continuing or would result therefrom (unless otherwise
consented to by Administrative Agent);


 


(e)          Guarantees
constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness (without
regard to any write-downs or write-offs) of Subsidiaries that are not Loan Parties that are Guaranteed by any Loan Party shall not exceed
$500,000 incurred in any fiscal year of the Borrowers;


 


(f)          loans
or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices
for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 in the aggregate at any one time
outstanding;


 


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


 


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


 


(i)          investments
of any Person existing at the time such Person becomes a Subsidiary of a Loan Party or consolidates or merges with a Loan Party or any
of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation
of such Person becoming a Subsidiary or of such merger;


 


(j)           investments
received in connection with Dispositions permitted by Section 6.05;


 


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


 


(l)           Permitted
Acquisitions;


 


(m)          investments
in cash;


 


(n)         investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in
the ordinary course of business;


 


(o)          investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and
suppliers, in each case in the ordinary course of business;


 


(p)          strategic
investments (other than Acquisitions) consistent with any line of business in which the Loan Parties are engaged on the Effective Date
and subject to Administrative Agent’s approval in its sole discretion (including with respect to aggregate amounts outstanding,
economic terms and the form and substance thereof); and


 






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(q)         other
investments in an aggregate amount outstanding at any one time not in excess of $500,000.


 


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


 


(a)          Dispositions
of (i) Inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus equipment or property in the
ordinary course of business;


 


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


 


(c)          Dispositions
of Accounts in connection with the compromise, settlement or collection thereof;


 


(d)         Dispositions
of Permitted Investments;


 


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


 


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


 


(g)          [reserved];
and


 


(h)          Dispositions
of assets (other than Equity Interests in a Subsidiary) that are not permitted by any other clause of this Section, provided that
the aggregate fair market value of all assets Disposed of in reliance upon this paragraph (h) shall not exceed $500,000 during
any fiscal year of the Company;


 


provided
that all Dispositions permitted hereby (other than those permitted by paragraphs (b) and (f) above) shall be made
for fair value and for at least 75% cash consideration.


 


Section 6.06        Sale
and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly,
whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired,
and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as
the property sold or transferred (a “Sale and Leaseback Transaction”), except for any such sale of any fixed or capital
assets by any Loan Party or any Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed
or capital asset and is consummated within ninety (90) days after such Borrower or such Subsidiary acquires or completes the construction
of such fixed or capital asset.


 






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


 


Section 6.08        Restricted
Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or
agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except (i) each of the Loan Parties may declare and pay dividends with respect to its common stock payable solely in additional shares
of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares
of its common stock, (ii) any Subsidiary that is not a Loan Party may make a Restricted Payment to a Loan Party, any Loan Party may
make a Restricted Payment to another Loan Party, and any Subsidiary which is not a Loan Party may make a Restricted Payment to another
Subsidiary, (iii) each of the Loan Parties may declare and pay cash dividends with respect to, and redeem, its common stock and its
preferred stock (and each Subsidiary may declare and pay cash dividends to the Loan Parties (or their respective parent) for the sole
purpose of allowing the Loan Parties to pay such dividends or redemptions) so long as the Payment Conditions are satisfied with respect
to any such Restricted Payment.


 


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


 


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


 


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


 


(iii)            payments
of Indebtedness owing by (A) one Loan Party to another Loan Party, and (B) a Subsidiary which is not a Loan Party to a Loan
Party;


 


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


 


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


 






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


 


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


 


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


 


Section 6.12        Compliance
with Laws. No Loan Party will nor will it permit any Subsidiary to, sell products, inventory or services directly to marijuana/cannabis
growers or to retailers that sell only to the marijuana/cannabis industry.


 






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Section 6.13       Fixed
Charge Coverage Ratio.


 


(a)          On
and prior to the FY2020 Date, the Borrowers will not permit the Fixed Charge Coverage Ratio, to be less than 1.10 to 1.0 when measured
on a trailing twelve month basis, as of the end of each fiscal month of the Borrowers (for the avoidance of doubt, so long as the end
of such period is on or prior to the FY2020 Date).


 


(b)        Upon
the occurrence and during the continuance of a Covenant Testing Trigger Period, the Borrowers will not permit the Fixed Charge Coverage
Ratio to be less than 1.10 to 1.0 when measured, on a trailing twelve month basis, as of the end of: (a) the last fiscal month immediately
preceding the occurrence of such Covenant Testing Trigger Period for which financial statements have most recently been or were required
to be delivered pursuant to Section 5.01 and (b) each fiscal month for which financial statements are or are required
to be delivered pursuant to Section 5.01 during such Covenant Testing Trigger Period.


 


Article VII


 


Events
of Default.


 


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


 


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


 


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


 


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


 


(d)         any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with
respect to a Loan Party’s existence), 5.08, 5.15, in Article VI of this Agreement, in Article IV
of the U.S. Security Agreement, in Article VII of the U.S. Security Agreement, in Article IV of the Canadian Security Agreement
or in Article VII of the Canadian Security Agreement;


 


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


 






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(f)          any
Loan Party or Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same shall become due and payable;


 


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


 


(h)         an
involuntary case or proceeding shall be commenced or an involuntary petition shall be filed seeking (i) winding up, dissolution,
administration, liquidation, reorganization (including a scheme of arrangement), examinership or other relief in respect of a Loan Party
or a Subsidiary or its debts, or of a substantial part of its assets, under any Insolvency Laws now or hereafter in effect or (ii) the
appointment of a receiver, administrative receiver, interim receiver, receiver and manager, administrator, monitor, compulsory manager
examiner, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary or for a substantial
part of its assets, and, in any such case, such proceeding, case or petition shall continue undismissed for sixty (60) days or an order
or decree approving or ordering any of the foregoing shall be entered;


 


(i)          Any
Loan Party or any Subsidiary shall (i) suspend any payments, (ii) voluntarily commence any case or proceeding or file any petition
seeking a moratorium of any indebtedness, winding-up, dissolution, administration, liquidation, reorganization, examinership or other
relief under any Insolvency Laws now or hereafter in effect, (iii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any case, proceeding or petition described in clause (h) of this Article, (iv) apply for or consent
to the appointment of a receiver, interim receiver, receiver and manager, examiner, trustee, custodian, sequestrator, conservator or similar
official for such Loan Party or such Subsidiary or for a substantial part of its assets, (v) file an answer admitting the material
allegations of a petition filed against it in any such case or proceeding, (vi) enter into a composition, compromise, arrangement
or make a general assignment for the benefit of creditors by reason of, or with a view to, avoiding actual or anticipated financial difficulties
or (vii) take any action for the purpose of effecting any of the foregoing;


 


(j)          [reserved];


 






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(k)           Any
Loan Party or any Subsidiary shall become unable, admit in writing its inability, or publicly declare its intention not to, or fail generally
to pay its debts as they become due;


 


(l)            [reserved];


 


(m)          [reserved];


 


(n)           [reserved];


 


(o)            (i) one
or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, any
Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any
Loan Party or Subsidiary to enforce any such judgment (to the extent not covered by (i) third-party insurance as to which the insurer
has been notified of such judgment and does not deny coverage, or (ii) indemnification escrow proceeds); or (ii) any Loan Party
or Subsidiary shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal
or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;


 


(p)            an
ERISA Event or a Foreign Benefit Arrangement Event shall have occurred that, in the opinion of the Administrative Agent or Required Lenders,
when taken together with all other ERISA Events and Foreign Benefit Arrangement Events that have occurred, could reasonably be expected
to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $500,000 for all periods;


 


(q)            a
Change in Control shall occur;


 


(r)            the
occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms
or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided;


 


(s)            the
Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or
unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty
to which it is a party, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party,
or shall give notice to such effect, including, but not limited to notice of termination delivered pursuant to Section 10.08;


 


(t)            except
as permitted by the terms of any Collateral Document, (i) any Collateral Document shall for any reason fail to create a valid security
interest in any Collateral purported to be covered thereby, or (ii) any Lien securing any Secured Obligation shall cease to be a
perfected, first priority Lien;


 






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(u)            any
Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of any Collateral Document;


 


(v)            any
material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any
Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction that
evidences its assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable
in accordance with its terms); or


 


(w)            any
Loan Party is criminally indicted or convicted under any law that may reasonably be expected to lead to a forfeiture of any property of
such Loan Party having a fair market value in excess of $500,000;


 


then, and in every such event (other than an event
with respect to the Loan Parties described in clause (h) or (i) of this Article), and at any time thereafter during
the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower
Representative, take either or both of the following actions, at the same or different times: (i) terminate the Revolving Commitments,
whereupon the Revolving Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in
whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any
principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans
so declared to be due and payable, together with accrued interest thereon and all fees (including, for the avoidance of doubt, any break
funding payments) and other obligations of the Borrowers accrued hereunder and under any other Loan Documents, shall become due and payable
immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers
and (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(j) hereof; and in the case of any
event with respect to the Loan Parties described in clause (h) or (i) of this Article, the Revolving Commitments
shall automatically terminate and the principal of the Loans then outstanding and the cash collateral for the LC Exposure, together with
accrued interest thereon and all fees (including, for the avoidance of doubt, any break funding payments) and other obligations of the
Borrowers accrued hereunder and under any other Loan Documents, shall automatically become due and payable, in each case without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance
of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest
applicable to the Loans and other Obligations as set forth in this Agreement and exercise any rights and remedies provided to the Administrative
Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC and the PPSA.


 






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Article VIII


 


The
Administrative Agent.


 


Section 8.01     Authorization
and Action


 


(a)            Each
Lender, on behalf of itself and any of its Affiliates that are Secured Parties and Issuing Bank hereby irrevocably appoints the entity
named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and
collateral agent under the Loan Documents and each Lender and Issuing Bank authorizes the Administrative Agent to take such actions as
agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative
Agent under such agreements and to exercise such powers as are reasonably incidental thereto. In addition, to the extent required under
the laws of any jurisdiction other than within the United States, each Lender and Issuing Bank hereby grants to the Administrative Agent
any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s
or Issuing Bank’s behalf. Without limiting the foregoing, each Lender and Issuing Bank hereby authorizes the Administrative Agent
to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party,
and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.


 


(b)            As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked
in writing, such instructions shall be binding upon each Lender and Issuing Bank; provided, however, that the Administrative
Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless
the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing
Bank with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any
action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization
or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the
Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action
and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents,
the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to any Borrower, any other Loan Party, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by
the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative
Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or
in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 






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(c)            In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf
of the Lenders and the Issuing Bank (except in limited circumstances expressly provided for herein relating to the maintenance of the
Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:


 


(i)            the
Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent,
fiduciary or trustee of or for any Lender, Issuing Bank, any other Secured Party or holder of any other obligation other than as
expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is
continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other
Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations
arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create
or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert
any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with
this Agreement and/or the transactions contemplated hereby;


 


(ii)            nothing
in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element
of any sum received by the Administrative Agent for its own account; and


 


(iii)          the
Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce,
compliance with the provisions hereof relating to Competitors, and the Administrative Agent shall not (x) be obligated to ascertain,
monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Competitor or (y) have any liability
with respect to or arising out of any assignment or participation of Loans or Revolving Commitments to any Competitor. Furthermore, the
Administrative Agent shall have the right, and the Borrowers hereby expressly authorize the Administrative Agent, to disclose the list
of Competitors to each Lender requesting the same.


 


(d)           The
Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub agent except to the extent that a court of competent jurisdiction determines in a final and
non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.


 


(e)            None
of any Syndication Agent, any Co-Documentation Agent or any Arranger shall have obligations or duties whatsoever in such capacity under
this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons
shall have the benefit of the indemnities provided for hereunder.


 






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(f)           In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered (but not obligated) by
intervention in such proceeding or otherwise:


 


(i)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the Issuing Bank and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03)
allowed in such judicial proceeding; and


 


(ii)            to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, interim receiver,
receiver and manager, monitor, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby
authorized by each Lender, Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the
event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Bank or the other
Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan
Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize
or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the
claim of any Lender or Issuing Bank in any such proceeding.


 


(g)           The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Bank, and, except
solely to the extent of the Borrowers’ right to consent pursuant to and subject to the conditions set forth in this Article, no
Loan Party nor any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such
provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and
of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.


 






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(h)            Without
limiting the powers of the Administrative Agent, for the purposes of holding any hypothec granted to the Attorney (as defined below) pursuant
to the laws of the Province of Québec to secure the prompt payment and performance of any and all Secured Obligations by any Loan
Party, each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent and, to the extent necessary, ratifies
the appointment and authorization of the Administrative Agent, to act as the hypothecary representative for the Secured Parties as contemplated
under Article 2692 of the Civil Code of Québec (in such capacity, the “Attorney”), and to enter into, to take
and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Attorney
under any related deed of hypothec and applicable law. The Attorney shall: (a) have the sole and exclusive right and authority to
exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney pursuant
to any such deed of hypothec and applicable law, and (b) benefit from and be subject to all provisions hereof with respect to the
Administrative Agent mutatis mutandis, including all such provisions with respect to the liability or responsibility to and indemnification
by the Secured Parties and Loan Parties. Any person who becomes a Secured Party shall be deemed to have consented to and confirmed the
Administrative Agent as Attorney holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Secured
Party, all actions taken by the Attorney in such capacity. The substitution of the Administrative Agent pursuant to the provisions of
this Agreement also constitute the substitution of the Attorney. In the event the Administrative Agent is replaced, each successor Administrative
Agent appointed in accordance with the terms of this Agreement shall also act as hypothecary representative for the Secured Parties and
shall automatically (and without any further action or formality) become the successor hypothecary representative for the purposes of
each then existing deed of hypothec executed in connection with this Agreement. Upon such replacement becoming effective, notices of replacement
will be registered in each applicable register, as contemplated by Article 2692 of the Civil Code of Québec.


 


Section 8.02                     Administrative
Agent’s Reliance, Limitation of Liability, Etc.


 


(a)            Neither
the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such party,
the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents (x) with
the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or
as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or
(y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by
a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any of the Lenders
for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement
or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (including, for the avoidance of doubt, in connection
with the Administrative Agent’s reliance on any Electronic Signature transmitted by facsimile, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page) or for any failure of any Loan Party to perform its obligations hereunder
or thereunder.


 






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(b)            The
Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or described
in Section 5.02 unless and until written notice thereof stating that it is a “notice under Section 5.02” in respect
of this Agreement and identifying the specific clause under said Section is given to the Administrative Agent by the Borrower Representative,
or (ii) notice of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of
Default” or a “notice of an Event of Default”) is given to the Administrative Agent by the Borrower Representative,
a Lender or the Issuing Bank. Further, the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event of
Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other
than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative
Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the
Administrative Agent, (vi) the creation, perfection or priority of Liens on the Collateral. Notwithstanding anything herein to the
contrary, the Administrative Agent shall not be liable for, or be responsible for any Liabilities, costs or expenses suffered by any Borrower,
any other Loan Party, any Subsidiary, any Lender or the Issuing Bank as a result of, any determination of the Revolving Exposure, any
of the component amounts thereof or any portion thereof attributable to each Lender or Issuing Bank, or any exchange rate or Dollar Equivalent.


 


(c)            Without
limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory
note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b),
(iii) may consult with legal counsel (including counsel to the Borrowers), independent public accountants and other experts selected
by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any
Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of any Loan Party in connection with this
Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan, or the
issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, may presume that
such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary
from such Lender or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and (vi) shall
be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon,
any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or
intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and
signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set
forth in the Loan Documents for being the maker thereof).


 






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Section 8.03       Communications.


 


(a)           The
Loan Parties agree that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders
and the Issuing Bank by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic system
chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).


 


(b)           Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system)
and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Bank and each Loan Party acknowledges and agrees that the distribution
of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or
vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality
and other risks associated with such distribution. Each of the Lenders, the Issuing Bank and each Loan Party hereby approves distribution
of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.


 


(c)           THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES
IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY
CO-DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”)
HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING
OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED
ELECTRONIC PLATFORM.


 


“Communications” means, collectively, any
notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan
Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or Issuing Bank by means
of electronic communications pursuant to this Section, including through an Approved Electronic Platform.


 






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(d)            Each
Lender and Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to
the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents.
Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication)
from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent
by electronic transmission and (ii) that the foregoing notice may be sent to such email address.


 


(e)            Each
of the Lenders, Issuing Bank and each Loan Party agrees that the Administrative Agent may, but (except as may be required by applicable
law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s
generally applicable document retention procedures and policies.


 


(f)           Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or Issuing Bank to give any notice or other communication pursuant
to any Loan Document in any other manner specified in such Loan Document.


 


Section 8.04                      The
Administrative Agent Individually. With respect to its Commitment, Loans (including Swingline Loans) and Letters of Credit, the Person
serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations
and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank, as the case may be. The terms “Issuing
Bank”, “Lenders”, “Required Lenders” and any similar terms shall, unless the context clearly otherwise indicates,
include the Administrative Agent in its individual capacity as a Lender, Issuing Bank or as one of the Required Lenders, as applicable.
The Person serving as the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust or other business with, any
Loan Party, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as the Administrative Agent and without
any duty to account therefor to the Lenders or the Issuing Bank.


 


Section 8.05                      Successor
Administrative Agent.


 


(a)            The
Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and
the Borrower Representative, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required
Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed
by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s
giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a
successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either
case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably
withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as
Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with,
all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative
Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under
this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative
Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative
Agent its rights as Administrative Agent under the Loan Documents.


 



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(b)            Notwithstanding
paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative
Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrowers, whereupon, on the date
of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest
granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative
Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and continue
to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession
of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent
is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative
Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain
the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder
or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be
made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative
Agent shall directly be given or made to each Lender and Issuing Bank. Following the effectiveness of the Administrative Agent's resignation
from its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory,
reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any
of them while the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso
under clause (a) above.


 






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Section 8.06                      Acknowledgements
of Lenders and Issuing Bank.


 


(a)            Each
Lender and Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility,
(ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be
applicable to such Lender or Issuing Bank, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring
or holding any other type of financial instrument (and each Lender and Issuing Bank agrees not to assert a claim in contravention of the
foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Arranger, any Syndication Agent,
any Co-Documentation Agent, or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender,
and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold
commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either
it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other
facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and Issuing
Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, any Syndication Agent,
any Co-Documentation Agent, or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such
documents and information (which may contain material, non-public information within the meaning of the United States securities laws
concerning the Borrowers and their Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking
or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder
or thereunder.


 


(b)            Each
Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment
and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt
of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory
to, the Administrative Agent or the Lenders on the Effective Date or the effective date of any such Assignment and Assumption or any other
Loan Document pursuant to which it shall have become a Lender hereunder.


 


(c)            Each
Lender hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (ii) the
Administrative Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report
or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (B) shall not
be liable for any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations, and that any
Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly
upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative
Agent undertakes no obligation to update, correct or supplement the Reports; (iv) it will keep all Reports confidential and strictly
for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement;
and (v) without limiting the generality of any other indemnification provision contained in this Agreement, (A) it will
hold the Administrative Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender may take or
conclusion the indemnifying Lender may reach or draw from any Report in connection with any extension of credit that the indemnifying
Lender has made or may make to a Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase
of, a Loan or Loans; and (B) it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other
Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including
reasonable attorneys' fees) incurred by the Administrative Agent or any such other Person as the direct or indirect result of any third
parties who might obtain all or part of any Report through the indemnifying Lender.


 



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Section 8.07                      Collateral
Matters.


 


(a)            Except
with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to
file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral
or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the
Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof.
In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured
party” as defined in the UCC and the PPSA, as applicable. In the event that any Collateral is hereafter pledged by any Person as
collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney,
to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such
Collateral in favor of the Administrative Agent on behalf of the Secured Parties.


 


(b)            In
furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which
constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed
to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral
or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that
is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed
the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the
Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.


 


(c)            The
Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on any property
granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by
Section 6.02(d). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation
or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative
Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be
responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.


 






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Section 8.08       Credit
Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit
bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the
Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more
acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy
Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan
Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent
or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection
with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by
the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated
claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in
an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset
or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection
with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition
vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’
ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned
to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents
providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect
to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly
or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees
under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective
of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02
of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue
to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership
interests, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such
acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the
extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of
another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations
credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata
with their original interest in such Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on
account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take
any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition
vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information
regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such
acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the
formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.


 



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Section 8.09                       Certain
ERISA Matters.


 


(a)          Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Borrower or
any other Loan Party, that at least one of the following is and will be true:


 


(i)             such
Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection
with the Loans, the Letters of Credit or the Commitments,


 


(ii)            the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(iii)            (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv)            such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b)           In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such
Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit
of any Borrower or any other Loan Party, that none of the Administrative Agent, any Arranger, any Syndication Agent, any Co-Documentation
Agent, or any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including in
connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents
related to hereto or thereto).


 



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(c)            The
Administrative Agent and each Arranger, Syndication Agent and Co-Documentation Agent hereby informs the Lenders that each such Person
is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated
hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof
(i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and
any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount
less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may
receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring
fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent
or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction
fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or
fees similar to the foregoing.


 


Section 8.10                  Flood
Laws. JPMCB 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”). JPMCB, as administrative agent
or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to each Lender
in the syndicate) documents that it receives in connection with the Flood Laws. However, JPMCB reminds each Lender and Participant in
the facility that, pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant in the facility)
is responsible for assuring its own compliance with the flood insurance requirements.


 


Article IX


 


Miscellaneous.


 


Section 9.01                      Notices.


 


(a)            Except
in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and subject in each
case to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:



 


(i)           if
to any Loan Party, to the Borrower Representative at:


 


270 Canal Road





Fairless Hills, PA 19030





Attention: B. John Lindeman


 


With a copy to:


 





Perkins Coie LLP





131 S. Dearborn Street, Suite 1700





Chicago, IL 60603





Attention: Teri Lindquist, Esq.


 







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(ii)          if
to the Administrative Agent, the Issuing Bank or the Swingline Lender, to JPMorgan Chase Bank, N.A. at:


 


3 Park Plaza, Suite 900

Irvine, California 92614

Attention: ABL Account Executive

Facsimile No: (949) 471-9872


 


with a copy to:


 


Morgan, Lewis & Bockius LLP





300 South Grand Avenue, 22nd Floor





Los Angeles, California 90071-3132


Attention: Marshall Stoddard, Jr., Esq.


Facsimile No: (212) 309-6001


 


(iii)          if
to any other Lender, to it at its address or facsimile number set forth in its Administrative Questionnaire.


 


All such notices and other communications (i) sent
by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received, (ii) sent
by facsimile shall be deemed to have been given when sent, provided that if not given during normal business hours of the recipient, such
notice or communication shall be deemed to have been given at the opening of business on the next Business Day of the recipient, or (iii) delivered
through Electronic Systems or Approved Electronic Platforms, as applicable, to the extent provided in paragraph (b) below
shall be effective as provided in such paragraph.


 


(b)            Notices
and other communications to any Borrower, any Loan Party, the Lenders and the Issuing Bank hereunder may be delivered or furnished by
using Electronic Systems or Approved Electronic Platforms, as applicable, or pursuant to procedures approved by the Administrative Agent;
provided that the foregoing shall not apply to notices pursuant to Article II or to Compliance Certificates delivered pursuant
to Section 5.01(c) unless otherwise agreed by the Administrative Agent and the applicable Lender. Each of the Administrative
Agent and the Borrower Representative (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications
to it hereunder by Electronic Systems or Approved Electronic Platforms, as applicable, pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise proscribes,
all such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return
e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient, such notice or
communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted
to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as
described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website
address therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail or other communication
is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening
of business on the next Business Day of the recipient.


 






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(c)            Any
party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice to the
other parties hereto.


 


Section 9.02                     Waivers;
Amendments.


 


(a)            No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other
Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment
or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under any other Loan
Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of
any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted
by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit
shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may
have had notice or knowledge of such Default at the time.


 






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(b)            Except
as provided in the first sentence of Section 2.09(f) (with respect to any commitment increase) subject to Sections
2.14(b)(i), 2.14(b)(ii), 2.14(b)(iii) and 9.02(e), neither this Agreement nor any other Loan Document nor
any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement
or agreements in writing entered into by the Borrowers and the Required Lenders or (y) in the case of any other Loan Document, pursuant
to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties
thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Revolving Commitment
of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce or
forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest
or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly
affected thereby (provided that any amendment or modification of the financial covenants in this Agreement (or any defined term used therein)
shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone any scheduled
date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations
payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Revolving
Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby,
(iv) change Sections 2.18(b) or (d) in a manner that would alter the manner in which payments are shared,
without the written consent of each Lender (other than any Defaulting Lender), (v) increase the advance rates set forth in the definition
of “Borrowing Base” or add new categories of eligible assets, without the written consent of each Lender (other than any Defaulting
Lender), (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other
provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify
any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (other than
any Defaulting Lender) directly affected thereby, (vii) change Section 2.20, without the consent of each Lender (other
than any Defaulting Lender), (viii) release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted
herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), or (ix) except
as provided in clause (c) of this Section or in any Collateral Document, release all or substantially all of the Collateral,
without the written consent of each Lender (other than any Defaulting Lender); provided, further, that no such agreement
shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder
without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be (it being
understood that any amendment to Section 2.20 shall require the consent of the Administrative Agent, the Issuing Bank and
the Swingline Lender); provided further that no such agreement shall amend or modify the provisions of Section 2.06 without
the prior written consent of the Administrative Agent and the Issuing Bank. The Administrative Agent may also amend the Commitment Schedule
to reflect assignments entered into pursuant to Section 9.04. Any amendment, waiver or other modification of this Agreement
or any other Loan Document that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but
not the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrowers and the requisite
number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if
such Class of Lenders were the only Class of Lenders hereunder at the time.


 



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(c)            The
Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release
any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of all Secured Obligations,
and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting
property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or
disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate,
without further inquiry), (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in
a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection
with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII. Except as provided in the
preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required
Lenders; provided that, the Administrative Agent may in its Permitted Discretion, release its Liens on Collateral valued in the
aggregate not in excess of $5,000,000 during any calendar year without the prior written authorization of the Required Lenders (it being
agreed that the Administrative Agent may rely conclusively on one or more certificates of the Borrowers as to the value of any Collateral
to be so released, without further inquiry). Any such release shall not in any manner discharge, affect, or impair the Obligations or
any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by
the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Any execution
and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by
the Administrative Agent.


 


(d)            If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender
affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any
such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting Lender”),
then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with
such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrowers, the Administrative Agent and
the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant
to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting
Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, and (ii) the
Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other
amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, including
without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any,
equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans
of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. Each party hereto agrees that an assignment
required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower Representative,
the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference
pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and the Lender required
to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented
to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such
assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable
Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.


 



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(e)            Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Borrower Representative only, amend, modify or
supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 


Section 9.03       Expenses;
Limitation of Liability; Indemnity.


 


(a)           Expenses.
The Loan Parties shall, jointly and severally, pay all (i) reasonable out-of-pocket-expenses incurred by the Administrative Agent
and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with
the syndication and distribution (including, without limitation, via the internet or through any Electronic System or Approved Electronic
Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications
or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated),
(ii) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) out-of-pocket expenses incurred by the Administrative Agent,
the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing
Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents,
including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses
being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and
expenses incurred in connection with:


 


(A)          appraisals
(subject to the limitations set forth in Section 5.12) and insurance reviews;


 


(B)           field
examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally
allocated fees for each Person employed by the Administrative Agent with respect to each field examination (subject to the limitations
set forth in Section 5.06);


 


(C)           background
checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative
Agent;


 


(D)          Taxes,
fees and other charges for (1) lien and title searches and title insurance and (2) recording the Mortgages, filing financing
statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;


 


(E)           sums
paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and


 






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(F)           forwarding
loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and
expenses of preserving and protecting the Collateral.


 


All of the foregoing fees, costs and expenses
may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.18(c).


 


(b)            Limitation
of Liability. To the extent permitted by applicable law (i) neither any Borrower nor any Loan Party shall assert, and each Borrower
and each Loan Party hereby waives, any claim against the Administrative Agent, any Arranger, any Syndication Agent, any Co-Documentation
Agent, the Issuing Bank and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related
Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation,
any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet),
and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any
theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of,
in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or
thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this Section 9.03(b) shall
relieve any Borrower or any Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c),
against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.


 


(c)            Indemnity.
The Loan Parties shall, jointly and severally, indemnify the Administrative Agent, each Arranger, each Syndication Agent, each Co-Documentation
Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of
(i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties
hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated
by a Loan Party or a Subsidiary, or any Environmental Liability related in any way to a Loan Party or a Subsidiary, (iv) the failure
of a Loan Party to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a
payment made by a Loan Party for Taxes pursuant to Section 2.17, or (v) any actual or prospective Proceeding relating
to any of the foregoing, whether or not such Proceeding is brought by any Loan Party or their respective equity holders, Affiliates, creditors
or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related
expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily from the
gross negligence or willful misconduct of such Indemnitee. This Section 9.03(c) shall not apply with respect to Taxes
other than any Taxes that represent losses or damages arising from any non-Tax claim.


 






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(d)            Lender
Reimbursement. Each Lender severally agrees to pay any amount required to be paid by any Loan Party under paragraphs (a), (b) or
(c) of this Section 9.03 to the Administrative Agent, Issuing Bank and the Swingline Lender, and each Related Party of
any of the foregoing Persons (each, an “Agent-Related Person”) (to the extent not reimbursed by a Loan Party and without
limiting the obligation of any Loan Party to do so), ratably according to their respective Applicable Percentage in effect on the date
on which such payment is sought under this Section (or, if such payment is sought after the date upon which the Commitments shall
have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to
such date), from and against any and all Liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever
that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent-Related
Person in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent-Related
Person under or in connection with any of the foregoing; provided that the unreimbursed expense or Liability or related expense,
as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such; provided, further,
that no Lender shall be liable for the payment of any portion of such Liabilities, costs, expenses or disbursements that are found by
a final and non-appealable decision of a court of competent jurisdiction to have resulted primarily from such Agent-Related Person’s
gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the Payment
in Full of the Secured Obligations.


 


(e)            Payments.
All amounts due under this Section shall be payable promptly after written demand therefor.


 


Section 9.04       Successors
and Assigns.


 


(a)            The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no Loan
Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by any Loan Party without such consent shall be null and void) and (ii) no Lender may assign
or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph
(c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent,
the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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(b)     (i)     Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment,
participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably
withheld) of:


 


(A)            the
Borrower Representative, provided that the Borrower Representative shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof, and
provided further that no consent of the Borrower Representative shall be required for an assignment to a Lender, an Affiliate of a Lender,
an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;


 


(B)            the
Administrative Agent;


 


(C)            the
Issuing Bank; and


 


(D)            the
Swingline Lender.


 


(ii)            Assignments
shall be subject to the following additional conditions:


 


(A)            except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Revolving Commitment or Loans of any Class, the amount of the Revolving Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower Representative and the Administrative Agent
otherwise consent, provided that no such consent of the Borrower Representative shall be required if an Event of Default has occurred
and is continuing;


 


(B)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement;


 


(C)            the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption or (y) to the extent
applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a an Approved Electronic Platform as to which
the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation
fee of $3,500; and


 


(D)            the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about
the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information
in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.


 






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For the purposes of this Section 9.04(b),
the terms “Approved Fund” and “Ineligible Institution” have the following meanings:


 


“Approved Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions
of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Ineligible Institution”
means a (a) natural person, (b) a Defaulting Lender or its Parent, (c) company, investment vehicle or trust for, or owned
and operated for the primary benefit of, a natural person or relative(s) thereof; provided that, such company, investment
vehicle or trust shall not constitute an Ineligible Institution if it (i) has not been established for the primary purpose of acquiring
any Loans or Revolving Commitments, (ii) is managed by a professional advisor, who is not such natural person or a relative thereof,
having significant experience in the business of making or purchasing commercial loans, and (iii) has assets greater than $25,000,000
and a significant part of its activities consist of making or purchasing commercial loans and similar extensions of credit in the ordinary
course of its business, (d) a Loan Party or a Subsidiary or other Affiliate of a Loan Party or (e) so long as no Event of Default
exists, any Competitor.


 


(iii)            Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date
specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17
and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this
Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.


 


(iv)            The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a copy of
each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving
Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent,
the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by
the Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 






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(v)            Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as
to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided
that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05,
2.06(d), 2.06(e), 2.07(b), 2.18(d) or 9.03(d), the Administrative Agent shall have no obligation
to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been
made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has
been recorded in the Register as provided in this paragraph.


 


(c)            Any
Lender may, without the consent of, or notice to, the Loan Parties, the Administrative Agent, the Issuing Bank or the Swingline Lender,
sell participations to one or more banks or other entities (a “Participant”) other than an Ineligible Institution in
all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Commitment
and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged;
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the
Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender
will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. The Loan Parties agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16
and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) and
(g) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating
Lender and the information and documentation required under Section 2.17(g) will be delivered to the Borrowers and the Administrative
Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19
as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater
payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender would have been
entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after
the Participant acquired the applicable participation.


 






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Each Lender that sells a participation
agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions
of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(b) as
though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fidicuary agent of the
Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
of each Participant’s interest in the Loans or other obligations under this Agreement or any other Loan Document (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any Participant or any information relating to a Participant’s interest in any Revolving Commitments,
Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such Revolving Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of
the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender
shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative
Agent) shall have no responsibility for maintaining a Participant Register.


 


(d)            Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


Section 9.05       Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative
Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Revolving Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17
and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Revolving Commitments
or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.


 






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Section 9.06        Counterparts;
Integration; Effectiveness; Electronic Execution.


 


(a)            This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any
separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear
the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.


 


(b)            Delivery
of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document,
amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01),
certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions
contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by facsimile,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery
of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any
other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records
in any electronic form (including deliveries by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall
require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant
to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative
Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such
Electronic Signature purportedly given by or on behalf of any Borrower or any other Loan Party without further verification thereof and
without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative
Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality
of the foregoing, each Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection
with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders,
the Borrowers and the Loan Parties, Electronic Signatures transmitted by facsimile, emailed pdf. or any other electronic means that reproduces
an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any
Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent
and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary
Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s
business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and
shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest
the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on
the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including
with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising
solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions
by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any
Liabilities arising as a result of the failure of any Borrower and/or any Loan Party to use any available security measures in connection
with the execution, delivery or transmission of any Electronic Signature.


 






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Section 9.07        Severability.
Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.


 


Section 9.08        Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any time owing, by
such Lender, the Issuing Bank or any such Affiliate, to or for the credit or the account of any Loan Party against any and all of the
Secured Obligations held by such Lender, the Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender,
the Issuing Bank or their respective Affiliates shall have made any demand under the Loan Documents and although such obligations may
be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or the Issuing Bank different from the branch office
or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall
exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further
application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender
from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, and the Lenders, and (y) the
Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender, the Issuing Bank or such Affiliate
shall notify the Borrower Representative and the Administrative Agent of such setoff or application, provided that any failure
to give or any delay in giving such notice shall not affect the validity of any such setoff or application under this Section. The rights
of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have.


 






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Section 9.09        Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)            The
Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance
with the internal laws (and not the law of conflicts) of the State of New York, but giving effect to federal laws applicable to national
banks.


 


(b)            Each
Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal
or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan Documents, or
for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted
by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or
any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts
of any jurisdiction.


 


(c)            Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in
any such court.


 


(d)            Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner
permitted by law.


 


Section 9.10       WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 



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Section 9.11     Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section 9.12     Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by any Requirement of Law or by any subpoena or similar legal process, (d) to any other party to
this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit,
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) with
the consent of the Borrower Representative, (h) to the extent such Information (i) becomes publicly available other than as
a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on
a non-confidential basis from a source other than the Loan Parties or (i) on a confidential basis to (1) any rating agency in
connection with rating any Loan Party or its Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service Bureau
or any similar agency in connection with the issuance and monitoring of identification numbers with respect to the credit facilities provided
for herein. For the purposes of this Section, “Information” means all information received from the Borrowers relating
to the Borrowers or their business, other than any such information that is available to the Administrative Agent, the Issuing Bank or
any Lender on a non-confidential basis prior to disclosure by the Borrowers and other than information pertaining to this Agreement provided
by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the
case of information received from the Borrowers after the date hereof, such information is clearly identified at the time of delivery
as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of
such Information as such Person would accord to its own confidential information.


 


EACH LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN THIS SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE COMPANY, AND ITS AFFILIATES, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES,
AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE
SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES
LAWS.


 






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ALL INFORMATION, INCLUDING
REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE LOAN
PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE
AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES
LAWS.


 


Section 9.13     Several
Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the
failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation
U of the Board) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding,
neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.


 


Section 9.14     USA
PATRIOT Act; Canadian Anti-Money Laundering Legislation.


 


(a)            Each
Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party that pursuant to the requirements of
the USA PATRIOT Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes
the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with
the USA PATRIOT Act.


 


(b)            If
the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of any Loan Party for the purposes
of CAML, then the Administrative 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 Administrative Agent within the meaning of the applicable CAML; and


 


(ii)            shall
provide to the Lenders, 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 Lender agrees that the Administrative Agent has no obligation to ascertain the identity of
the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy
of any information it obtains from any Loan Party or any such authorized signatory in doing so.


 






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Section 9.15     Disclosure.
Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from
time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective
Affiliates.


 


Section 9.16     Appointment
for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of
the Administrative Agent and the other Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable
law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control
of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s
request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the
Administrative Agent’s instructions.


 


Section 9.17     Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall
be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above
the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall
have been received by such Lender. Without limiting the generality of the foregoing provisions of Section 9.17, if any provision
of any of the Loan Documents would obligate any Canadian Loan Party to make any payment of interest with respect to the 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 Obligations of the Canadian Loan Party 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 Obligations at a criminal rate, such adjustment to be effected, to the extent necessary. 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 Loan Parties shall be entitled, by notice
in writing to Administrative 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 Loan Party.


 






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Section 9.18       Marketing
Consent. The Loan Parties hereby authorize JPMCB and its affiliates (collectively, the “JPMCB Parties”), at their
respective sole expense, and without any prior approval by the Loan Parties, to include any Loan Party’s name and logo in advertising,
marketing, tombstones, case studies and training materials, and to give such other publicity to this Agreement as the JPMCB Parties may
from time to time determine in their sole discretion. The foregoing authorization shall remain in effect unless and until the Borrower
Representative notifies JPMCB in writing that such authorization is revoked.


 


Section 9.19       Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected
Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution
Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)           the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)           the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)            a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)            the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 


Section 9.20       No
Fiduciary Duty, Etc.


 


(a)            Each
Loan Party acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations
except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity
of an arm’s length contractual counterparty to each Loan Party with respect to the Loan Documents and the transactions contemplated
herein and therein and not as a financial advisor or a fiduciary to, or an agent of, any Loan Party or any other person. Each Loan Party
agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in
connection with this Agreement and the transactions contemplated hereby. Additionally, each Loan Party acknowledges and agrees that no
Credit Party is advising any Loan Party as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction.
Each Loan Party shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation
and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have no responsibility
or liability to any Loan Party with respect thereto.


 






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(b)            Each
Loan Party further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with
its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing
investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and
other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other
securities and financial instruments (including bank loans and other obligations) of, any Loan Party and other companies with which any
Loan Party may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit
Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be
exercised by the holder of the rights, in its sole discretion.


 


(c)            In
addition, each Loan Party acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and
its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies
in respect of which a Loan Party may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party
will use confidential information obtained from any Loan Party by virtue of the transactions contemplated by the Loan Documents or its
other relationships with such Loan Party in connection with the performance by such Credit Party of services for other companies, and
no Credit Party will furnish any such information to other companies. Each Loan Party also acknowledges that no Credit Party has any obligation
to use in connection with the transactions contemplated by the Loan Documents, or to furnish to any Loan Party, confidential information
obtained from other companies.


 


Section 9.21     Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements
or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the
regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC
Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated
to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):


 


In the event a Covered Entity that is party to
a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the
transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported
QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered
Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported
QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States
or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any
QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default
Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws
of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and
remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a
Supported QFC or any QFC Credit Support.


 






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Article X


 


Loan
Guaranty


 


Section 10.01     Guaranty.
Each Loan Guarantor 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 the Secured Obligations and all costs and expenses, including, without limitation, all court
costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid
or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations
from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured
Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”;
provided, however, that the definition of “Guaranteed Obligations” shall not (i) create any guarantee by
any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of
such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor, and (ii) create any guarantee by any Loan
Guarantor of any obligation for which it is a primary obligor (other than pursuant to this Article X)). Each Loan Guarantor
further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from
it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply
to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed
Obligations.


 


Section 10.02     Guaranty
of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require the
Administrative Agent, the Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor of, or any other Person
obligated for, all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce
its payment against any collateral securing all or any part of the Guaranteed Obligations.


 






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Section 10.03     No
Discharge or Diminishment of Loan Guaranty.


 


(a)           Except
as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any
reduction, limitation, impairment or termination for any reason (other than Payment in Full of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Guaranteed Obligations,
by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other
Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, winding-up, examinership, reorganization
or other similar proceeding affecting any Obligated Party or their assets or any resulting release or discharge of any obligation of any
Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against
any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender or any other Person, whether in connection herewith or in
any unrelated transactions.


 


(b)           The
obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment or termination whatsoever
by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable
law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.


 


(c)            Further,
the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative
Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed
Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any release, non-perfection or invalidity of any indirect or direct security for the obligations of any Borrower for all or
any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any of the Guaranteed Obligations; (iv) any
action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with respect to any collateral securing any part
of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of
the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk
of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than Payment
in Full of the Guaranteed Obligations).


 


Section 10.04     Defenses
Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out
of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any
cause, or the cessation from any cause of the liability of any Borrower, any Loan Guarantor or any other Obligated Party, other than
the Payment in Full of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor irrevocably
waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein,
as well as any requirement that at any time any action be taken by any Person against any Obligated Party or any other Person. Each Loan
Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder.
The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept
an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all
or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with
any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing
in any way the liability of such Loan Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been Paid
in Full. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even
though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other
right or remedy of any Loan Guarantor against any Obligated Party or any security.


 






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Section 10.05     Rights
of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation,
contribution or indemnification, that it has against any Obligated Party or any collateral, until the Loan Parties and the Loan Guarantors
have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the Lenders.


 


Section 10.06     Reinstatement;
Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including a payment effected through
exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization
of any Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion), each Loan Guarantor’s
obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been
made and whether or not the Administrative Agent, the Issuing Bank and the Lenders are in possession of this Loan Guaranty. If acceleration
of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower,
all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless
be payable by the Loan Guarantors forthwith on demand by the Administrative Agent.


 


Section 10.07     Information.
Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition and assets,
and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the
risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative Agent, the Issuing
Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances or risks.


 


Section 10.08     Termination.
Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until
five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice,
each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to
the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions
for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08 shall be deemed to constitute a waiver
of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative Agent or any Lender may have in respect
of, any Default or Event of Default that shall exist under Article VII hereof as a result of any such notice of termination.


 






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Section 10.09     Taxes.
Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such withholding
is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so required to withhold
Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority
in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Guarantor shall be increased
as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section),
the Administrative Agent, Lender or Issuing Bank (as the case may be) receives the amount it would have received had no such withholding
been made.


 


Section 10.10     Maximum
Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor hereunder shall
be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548
of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Uniform Voidable
Transactions Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan Guarantor’s
obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification
or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement or applicable law shall be taken into
account.


 


Section 10.11     Contribution.


 


(a)            To
the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”) which, taking
into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the amount which otherwise
would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate Guaranteed Obligations satisfied
by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable Amount” (as defined below) (as
determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Loan Guarantors as determined
immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment
and the Payment in Full of the Guaranteed Obligations and the termination of this Agreement, such Loan Guarantor shall be entitled to
receive contribution and indemnification payments from, and be reimbursed by, each other Loan Guarantor for the amount of such excess,
pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.


 


(b)            As
of any date of determination, the “Allocable Amount” of any Loan Guarantor shall be equal to the excess of the fair
saleable value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the maximum amount
reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Loan Guarantor
that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Loan Guarantors
as of such date in a manner to maximize the amount of such contributions.


 






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(c)            This
Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this Section 10.11
is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts as and when the same
shall become due and payable in accordance with the terms of this Loan Guaranty. Notwithstanding the foregoing or any other provision
contained herein or in any other Loan Document, if a “secured creditor” (as that term is defined under the Bankruptcy and
Insolvency Act (Canada)) is determined by a court of competent jurisdiction not to include a Person to whom obligations are owed on
a joint and several basis, then such Person’s Secured Obligations (and the Secured Obligations of each other Canadian Loan Party
or any other applicable Loan Party) shall be several obligations and not joint and several obligations.


 


(d)            The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan Guarantor
or Loan Guarantors to which such contribution and indemnification is owing.


 


(e)            The
rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable upon the Payment
in Full of the Guaranteed Obligations and the termination of this Agreement.


 


Section 10.12     Liability
Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be cumulative
with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement and the other
Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without
any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the
contrary.


 


Section 10.13     Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Loan Guaranty
in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13
for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13
or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not
for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13
shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13
constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for
the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 






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Article XI


 


The
Borrower Representative.


 


Section 11.01     Appointment;
Nature of Relationship. The Company is hereby appointed by each of the Borrowers as its contractual representative (herein referred
to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably
authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly
set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the
express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative as
their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower Representative shall promptly
disburse such Loans to the appropriate Borrower(s). The Administrative Agent and the Lenders, and their respective officers, directors,
agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by
the Borrower Representative or the Borrowers pursuant to this Section 11.01.


 


Section 11.02     Powers.
The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower
Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative
shall have no implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder except any action specifically
provided by the Loan Documents to be taken by the Borrower Representative.


 


Section 11.03     Employment
of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any other
Loan Document by or through authorized officers.


 


Section 11.04     Notices.
Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default or Event of Default hereunder referring
to this Agreement describing such Default or Event of Default and stating that such notice is a “notice of default”. In the
event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Administrative
Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date
received by the Borrower Representative.


 


Section 11.05     Successor
Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign at any
time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give
prompt written notice of such resignation to the Lenders.


 






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Section 11.06     Execution
of Loan Documents; Borrowing Base Certificate. The Borrowers hereby empower and authorize the Borrower Representative, on behalf of
the Borrowers, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements, certificates,
documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including, without limitation,
the Borrowing Base Certificate and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative
or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative
of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon
all of the Borrowers.


 


(Signature Pages Follow)


 






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


 


	 	BORROWERS:
	 	 	 
	 	 	HYDROFARM HOLDINGS GROUP, INC.,
	 	 	a Delaware corporation
	 	 	 
	 	 	By:	/s/ B. John Lindeman
	 	 	Name:	B. John Lindeman
	 	 	Title:	Chief Financial
    Officer 




 


	 	 	HYDROFARM, LLC,
	 	 	a California limited liability company
	 	 	 
	 	 	By:	/s/
B. John Lindeman
	 	 	Name:	B. John Lindeman
	 	 	Title:	Chief Financial
    Officer 
	 	 	 
	 	OTHER LOAN PARTIES:
	 	 	 
	 	 	HYDROFARM INVESTMENT CORP.,
	 	 	a Delaware corporation
	 	 	 
	 	 	By:	/s/ B. John Lindeman
	 	 	Name:	B. John Lindeman
	 	 	Title:	Chief Financial
    Officer 
	 	 	 
	 	 	HYDROFARM HOLDINGS LLC,
	 	 	a Delaware limited liability company
	 	 	 
	 	 	By:	/s/ B. John Lindeman
	 	 	Name:	B. John Lindeman
	 	 	Title:	Chief Financial
    Officer 



 






    			



    


    

 


	 	EHH HOLDINGS, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ B. John Lindeman
	 	Name:	B. John Lindeman
	 	Title:	Chief Financial
    Officer
	 	 
	 	SUNBLASTER LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ B. John Lindeman
	 	Name:	B. John Lindeman
	 	Title:	Chief Financial
    Officer
	 	 
	 	HYDROFARM CANADA, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ B. John Lindeman
	 	Name:	B. John Lindeman
	 	Title:	Chief Financial
    Officer
	 	 
	 	SUNBLASTER HOLDINGS ULC,
	 	an unlimited liability corporation existing under the laws
    of the Province of British Columbia
	 	 
	 	By:	/s/ Jeffrey Peterson
	 	Name:	Jeffrey Peterson
	 	Title:	Director
	 	 
	 	EDDI’S WHOLESALE GARDEN SUPPLIES LTD.,
	 	a corporation organized under the laws of the province of British
    Columbia
	 	 
	 	By:	/s/ B. John Lindeman
	 	Name:	B. John Lindeman
	 	Title:	Chief Financial
    Officer




 






    			



    


    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender, Administrative Agent, Issuing Bank and Swingline
    Lender
	 	 
	 	By:	/s/ Alexander Hechler
	 	Name:	Alexander Hechler
	 	Title:	Authorized Officer
	 	 
	 	JPMORGAN CHASE BANK, N.A.,
	 	Toronto Branch
	 	 
	 	By:	/s/ Auggie Marchetti
	 	Name:	Auggie Marchetti
	 	Title:	Authorized Officer




 






    			



    


    







 





Commitment Schedule


 


	Lenders	 	Amount
of Revolving

Commitment
	 
	JPMORGAN CHASE BANK, N.A.	 	$	50,000,000	 
	TOTAL	 	$	50,000,000