Exhibit 10.1


 


 


 





 



 


CREDIT AGREEMENT


 


among


 


UNITED ONLINE, INC.,


as the Borrower,


 


THE SUBSIDIARIES OF THE BORROWER FROM TIME
TO TIME PARTY HERETO,


as the Secured Guarantors,


 


BANC OF CALIFORNIA, N.A.,


as Sole Lead Arranger and Sole Book Manager

and as Administrative Agent, Swingline Lender and L/C Issuer,


 


and


 


THE LENDERS PARTY HERETO


 


Dated as of April 13, 2017


 





 



 




     


     


    

 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS	1
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	32
	1.03	Accounting Terms	33
	1.04	Rounding	34
	1.05	Times of Day	34
	1.06	Letter of Credit Amounts	34
	1.07	UCC Terms	34
	1.08	Rates	35
	 	 	 
	ARTICLE II  COMMITMENTS AND CREDIT EXTENSIONS	35
	2.01	Revolving Borrowings	35
	2.02	Borrowings, Conversions and Continuations of Loans	35
	2.03	Letters of Credit	37
	2.04	Swingline Loans	45
	2.05	Optional Prepayments	48
	2.06	Termination or Reduction of Commitments	48
	2.07	Repayment of Loans	49
	2.08	Interest and Default Rate	49
	2.09	Fees	50
	2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	51
	2.11	Evidence of Debt	51
	2.12	Payments Generally; Administrative Agent’s Clawback	52
	2.13	Sharing of Payments by Lenders	54
	2.14	Cash Collateral	55
	2.15	Defaulting Lenders	56
	 	 	 
	ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY	58
	3.01	Taxes	58
	3.02	Illegality	62
	3.03	Inability to Determine Rates	63
	3.04	Increased Costs; Reserves on Eurodollar Rate Loans	63
	3.05	Compensation for Losses	65
	3.06	Designation of a Different Lending Office	66
	3.07	Survival	66
	 	 	 
	ARTICLE IV  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	66
	4.01	Conditions of Initial Credit Extension	66
	4.02	Conditions to all Credit Extensions	69
	 	 	 
	ARTICLE V  REPRESENTATIONS AND WARRANTIES	69
	5.01	Existence, Qualification and Power	69
	5.02	Authorization; No Contravention	70
	5.03	Governmental Authorization; Other Consents	70
	5.04	Binding Effect	70







 




     i


     


    

 





	5.05	Financial Statements; No Material Adverse Effect	70
	5.06	Litigation	71
	5.07	No Default	71
	5.08	Ownership of Property	71
	5.09	Environmental Compliance	71
	5.10	Insurance	72
	5.11	Taxes	72
	5.12	ERISA Compliance	72
	5.13	Margin Regulations; Investment Company Act.	73
	5.14	Disclosure	73
	5.15	Compliance with Laws	74
	5.16	Solvency	74
	5.17	Casualty, Etc.	74
	5.18	Sanctions Concerns	74
	5.19	Responsible Officers	74
	5.20	Subsidiaries; Equity Interests; Loan Parties	74
	5.21	Collateral Representations	75
	5.22	[Reserved]	76
	5.23	[Reserved]	77
	5.24	Intellectual Property; Licenses, Etc.	77
	5.25	Labor Matters	77
	 	 	 
	ARTICLE VI  AFFIRMATIVE COVENANTS	77
	6.01	Financial Statements	77
	6.02	Certificates; Other Information	79
	6.03	Notices	81
	6.04	Payment of Obligations	82
	6.05	Preservation of Existence, Etc.	82
	6.06	Maintenance of Properties	82
	6.07	Maintenance of Insurance	83
	6.08	Compliance with Laws	83
	6.09	Books and Records	83
	6.10	Inspection Rights	83
	6.11	Use of Proceeds	84
	6.12	Material Contracts	84
	6.13	Covenant to Guarantee Obligations	84
	6.14	Covenant to Give Security	85
	6.15	Further Assurances	86
	6.16	[Reserved]	86
	6.17	Compliance with Terms of Leaseholds	86
	6.18	Compliance with Environmental Laws	86
	 	 	 
	ARTICLE VII  NEGATIVE COVENANTS	87
	7.01	Liens	87
	7.02	Indebtedness	88
	7.03	Investments	89
	7.04	Fundamental Changes	90
	7.05	Dispositions	90







 




     ii


     


    

 





	7.06	Restricted Payments	91
	7.07	Change in Nature of Business	92
	7.08	Transactions with Affiliates	92
	7.09	Burdensome Agreements	92
	7.10	Use of Proceeds	93
	7.11	Financial Covenants	93
	7.12	[Reserved]	94
	7.13	Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes	94
	7.14	Sale and Leaseback Transactions	94
	7.15	Prepayments, Etc. of Indebtedness	95
	7.16	[Reserved]	95
	7.17	[Reserved]	95
	7.18	Sanctions	95
	 	 	 
	ARTICLE VIII  EVENTS OF DEFAULT AND REMEDIES	95
	8.01	Events of Default	95
	8.02	Remedies upon Event of Default	97
	8.03	Application of Funds	98
	 	 	 
	ARTICLE IX  ADMINISTRATIVE AGENT	99
	9.01	Appointment and Authority	99
	9.02	Rights as a Lender	100
	9.03	Exculpatory Provisions	100
	9.04	Reliance by Administrative Agent	101
	9.05	Delegation of Duties	101
	9.06	Resignation of Administrative Agent	102
	9.07	Non-Reliance on Administrative Agent and Other Lenders	103
	9.08	No Other Duties, Etc.	103
	9.09	Administrative Agent May File Proofs of Claim; Credit Bidding	103
	9.10	Collateral and Guaranty Matters	104
	9.11	Secured Cash Management Agreements and Secured Hedge Agreements	105
	 	 	 
	ARTICLE X  CONTINUING GUARANTY	106
	10.01	Guaranty	106
	10.02	Rights of Lenders	106
	10.03	Certain Waivers	106
	10.04	Obligations Independent	107
	10.05	Subrogation	107
	10.06	Termination; Reinstatement	107
	10.07	Stay of Acceleration	107
	10.08	Condition of Borrower	108
	10.09	Appointment of Borrower	108
	10.10	Right of Contribution	108
	10.11	Keepwell	108
	 	 	 
	ARTICLE XI  MISCELLANEOUS	109
	11.01	Amendments, Etc.	109
	11.02	Notices; Effectiveness; Electronic Communications	111







 




     iii


     


    

 





	11.03	No Waiver; Cumulative Remedies; Enforcement	113
	11.04	Expenses; Indemnity; Damage Waiver	114
	11.05	Payments Set Aside	116
	11.06	Successors and Assigns	116
	11.07	Treatment of Certain Information; Confidentiality	120
	11.08	Right of Setoff	122
	11.09	Interest Rate Limitation	122
	11.10	Counterparts; Integration; Effectiveness	122
	11.11	Survival of Representations and Warranties	123
	11.12	Severability	123
	11.13	Replacement of Lenders	123
	11.14	Governing Law; Jurisdiction; Etc.	124
	11.15	Waiver of Jury Trial	125
	11.16	Subordination	127
	11.17	No Advisory or Fiduciary Responsibility	127
	11.18	Electronic Execution of Assignments and Certain Other Documents	128
	11.19	USA PATRIOT Act Notice	128







 




     iv


     


    

 


BORROWER PREPARED SCHEDULES


 


	Schedule 1.01(c)	Responsible Officers
	Schedule 5.10	Insurance
	Schedule 5.12	Pension Plans
	Schedule 5.20(a)	Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments
	Schedule 5.20(b)	Loan Parties
	Schedule 5.21(b)(i)	Intellectual Property
	Schedule 5.21(b)(ii)	Internet Domain Names
	Schedule 5.21(c)	Documents, Instrument, and Tangible Chattel Paper
	Schedule 5.21(d)(i)	Deposit Accounts & Securities Accounts
	Schedule 5.21(d)(ii)	Electronic Chattel Paper & Letter-of-Credit Rights
	Schedule 5.21(e)	Commercial Tort Claims
	Schedule 5.21(f)	Pledged Equity Interests
	Schedule 5.21(g)(i)	Other Properties
	Schedule 5.21(h)	Material Contracts
	Schedule 7.01	Existing Liens
	Schedule 7.02	Existing Indebtedness
	Schedule 7.03	Existing Investments
	Schedule 7.05(j)	Dormant or Immaterial Subsidiaries
	Schedule 7.05(k)	Domain Names Subject to Disposition
	Schedule 7.08	Affiliate Transactions
	Schedule 11.06(b)	Non-Assignment Persons


 


ADMINISTRATIVE AGENT PREPARED SCHEDULES


 


	Schedule 1.01(a)	Certain Addresses for Notices
	Schedule 1.01(b)	Initial Commitments and Applicable Percentages


 


EXHIBITS


 


	Exhibit A	Form of Administrative Questionnaire
	Exhibit B	Form of Assignment and Assumption
	Exhibit C	Form of Compliance Certificate
	Exhibit D	Form of Joinder Agreement
	Exhibit E	Form of Loan Notice
	Exhibit F	[Reserved]
	Exhibit G	Form of Revolving Note
	Exhibit H	Form of Secured Party Designation Notice
	Exhibit I	Form of Solvency Certificate
	Exhibit J	Form of Swingline Loan Notice
	Exhibit K	[Reserved]
	Exhibit L	Form of Officer’s Certificate
	Exhibit M	Forms of U.S. Tax Compliance Certificates
	Exhibit N	Form of Funding Indemnity Letter
	Exhibit O	Form of Landlord Waiver
	Exhibit P	Form of Financial Condition Certificate
	Exhibit Q	Form of Authorization to Share Insurance Information
	Exhibit R	Form of Notice of Loan Prepayment


 




     v


     


    

 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT
is entered into as of April 13, 2017, among UNITED ONLINE, INC., a Delaware corporation (the “Borrower”), the
Secured Guarantors (defined herein), the Lenders (defined herein), and BANC OF CALIFORNIA, N.A., as Administrative Agent, Swingline
Lender and L/C Issuer.


 


PRELIMINARY STATEMENTS


 


WHEREAS, the Loan
Parties (as hereinafter defined) have requested that the Lenders, the Swingline Lender and the L/C Issuer make loans and other
financial accommodations to the Loan Parties in an aggregate amount of up to $20,000,000.


 


WHEREAS, the Lenders,
the Swingline Lender and the L/C Issuer have agreed to make such loans and other financial accommodations to the Loan Parties on
the terms and subject to the conditions set forth herein.


 


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


 


ARTICLE
I



DEFINITIONS AND ACCOUNTING TERMS


 


1.01         Defined
Terms.





 


As used in this Agreement,
the following terms shall have the meanings set forth below:


 


“Acquisition”
means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the
Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible
or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether
by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities
into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of
the assets of such Person or of a division, line of business or other business unit of such Person.


 


“Additional Secured
Obligations” means (a) all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements
and (b) all reasonable and documented out-of-pocket costs and expenses incurred in connection with enforcement and collection of
the foregoing, including the reasonable and documented fees, charges and disbursements of external counsel, in each case whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter
arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof
of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding; provided that Additional Secured Obligations of a Loan Party shall exclude
any Excluded Swap Obligations with respect to such Loan Party.


 




     


     


    

 


“Administrative
Agent” means Banc of California in its capacity as administrative agent under any of the Loan Documents, or any successor
administrative agent.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and,
as appropriate, account as set forth on Schedule 1.01(a), or such other address or account as the Administrative Agent may
from time to time notify the Borrower and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit A or any other form
approved by the Administrative Agent.


 


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


 


“Aggregate Commitments”
means the Commitments of all the Lenders.


 


“Agreement”
means this Credit Agreement.


 


“Applicable Percentage”
means in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the
ninth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitment at such time,
subject to adjustment as provided in Section 2.15. If the Commitment of all of the Revolving Lenders to make Revolving Loans and
the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving
Commitments have expired, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility shall be
determined based on the Applicable Percentage of such Revolving Lender in respect of the Revolving Facility most recently in effect,
giving effect to any subsequent assignments. The Applicable Percentage of each Lender is set forth opposite the name of such Lender
on Schedule 1.01(b) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto.


 


“Applicable Rate”
means, for any day, the rate per annum set forth below opposite the applicable Level then in effect (based on the Consolidated
Total Funded Debt Ratio), it being understood that the Applicable Rate for (a) Revolving Loans that are Base Rate Loans shall
be the percentage set forth under the column “Base Rate”, (b) Revolving Loans that are Eurodollar Rate Loans shall
be the percentage set forth under the column “Eurodollar Rate & Letter of Credit Fee”, and (c) the Letter
of Credit Fee shall be the percentage set forth under the column “Eurodollar Rate & Letter of Credit Fee”:


 


	Applicable Rate
	Level	 	Consolidated Total 
 Funded Debt Ratio	 	Eurodollar Adjusted Rate
 & Letter of Credit Fee	 	 	Base Rate	 
	1	 	˃ 0.50:1.00	 	 	3.50	%	 	 	2.50	%
	2	 	≤ 0.50:1.00	 	 	3.00	%	 	 	2.00	%



 




    	 	2	 



     


    

 


Any increase or decrease in the Applicable
Rate resulting from a change in the Consolidated Total Funded Debt Ratio shall become effective as of the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if
a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders,
Pricing Level 1 shall apply, in each case as of the first Business Day after the date on which such Compliance Certificate was
required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which
such Compliance Certificate is delivered.


 


Notwithstanding anything to the contrary contained
in this definition, (a) the determination of the Applicable Rate for any period shall be subject to the provisions of Section
2.10(b) and (b) the initial Applicable Rate shall be set forth in Level 1 until the first Business Day immediately following
the date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the second full fiscal quarter to occur following
the Closing Date to the Administrative Agent. Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions
then existing or subsequently made or issued.


 


“Applicable Revolving
Percentage” means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage
in respect of the Revolving Facility at such time.


 


“Appropriate Lender”
means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds
a Loan under such Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if
any Letters of Credit have been issued pursuant to Section 2.03, the Revolving Lenders and (c) with respect to the Swingline
Sublimit, (i) the Swingline Lender and (ii) if any Swingline Loans are outstanding pursuant to Section 2.04(a), the Revolving
Lenders.


 


“Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or
an Affiliate of an entity that administers or manages a Lender.


 


“Arranger”
means Banc of California, in its capacity as sole lead arranger and sole book manager.


 


“Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of
any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of
Exhibit B or any other form (including electronic documentation generated by MarkitClear or other electronic platform)
approved by the Administrative Agent.


 


“Attributable
Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect
of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or
other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease.


 


“Audited Financial
Statements” means the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended
December 31, 2015, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for
such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.


 


“Authorization
to Share Insurance Information” means the authorization substantially in the form of Exhibit Q (or such other
form as required by each of the Loan Party’s insurance companies).


 


“Availability
Period” means in respect of the Revolving Facility, the period from and including the Closing Date to the earliest of
(i) the Maturity Date for the Revolving Facility, (ii) the date of termination of the Revolving Commitments pursuant
to Section 2.06, and (iii) the date of termination of the Commitment of each Revolving Lender to make Revolving Loans and
of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.


 




    	 	3	 



     


    

 


“Banc of California”
means Banc of California, N.A., and its successors and assigns. 


 


“Base
Rate” for any day, a rate per annum equal to the greater of (x) the Federal Funds Effective Rate in effect on such day
plus 1⁄2 of 1% per annum, and (y) the rate of interest per annum as published as the “Prime Rate” for U.S. banks
in The Wall Street Journal as of such date; provided that, if the Base Rate shall be less than zero, such rate shall be deemed
to be zero for purposes of this Agreement. The Base Rate is a reference rate and does not necessarily represent the lowest or best
rate actually charged to any customer. The Lenders may make commercial loans or other loans at rates of interest at, above or below
the Base Rate. If, for any reason, the Agent shall have determined (which determination shall be conclusive absent manifest error)
that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Agent
to obtain sufficient quotations in accordance with the terms hereof, the Base Rate shall be determined without regard to clause
(x) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change
in the Base Rate due to a change in the Federal Funds Effective Rate or the “Prime Rate”, as the case may be, shall
be effective on the effective date of such change in the Federal Funds Effective Rate or the “Prime Rate,” as applicable.


 


“Base Rate Loan”
means a Revolving Loan that bears interest based on the Base Rate.


 


“Board of Directors”
means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof duly authorized
to act on behalf of the board of directors (or comparable managers).


 


“Borrower”
has the meaning specified in the introductory paragraph hereto.


 


“Borrower Materials”
has the meaning specified in Section 6.02.


 


“Borrowing”
means a Revolving Borrowing or a Swingline Borrowing, as the context may require.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or
are in fact closed in, the state of California and, if such day relates to any Eurodollar Rate Loan, means any such day that is
also a London Banking Day.


 


“Capital Expenditures”
means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed
or capital asset (excluding normal replacements and maintenance which are properly charged to current operations).


 


“Capitalized Leases”
means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided, that notwithstanding
any change in GAAP after the Closing Date that would require lease obligations that would be treated as operating leases as of
the Closing Date to be classified and accounted for as capital leases or otherwise reflected on any Person’s balance sheet,
such obligations shall be treated in the same manner as operating leases are treated as of the Closing Date.


 


“Cash at Bank”
means the amount of unrestricted cash and Cash Equivalents held by the Borrower at the Administrative Agent or any of its Affiliates.


 




    	 	4	 



     


    

 


“Cash Collateralize”
means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or
the Lenders, as collateral for L/C Obligations, the Obligations, or obligations of the Revolving Lenders to fund participations
in respect of L/C Obligations, (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from
issuers and in amounts satisfactory to the Administrative Agent and the applicable L/C Issuer, and/or (c) if the Administrative
Agent and the applicable L/C Issuer shall agree, in their sole discretion, other credit support, in each case, in Dollars and pursuant
to documentation in form and substance reasonably satisfactory to the Administrative Agent and such L/C Issuer. “Cash
Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral
and other credit support.


 


“Cash Equivalents”
means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear
of all Liens (other than Permitted Liens):


 


(a)          readily
marketable securities issued by or directly, unconditionally and fully guaranteed or insured by the United States or any agency
or instrumentality thereof having maturities of not more than three hundred sixty-five days (365) days from the date of acquisition
thereof; provided that the full faith and credit of the United States is pledged in support thereof;


 


(b)          any
readily marketable direct obligations issued by any other agency of the United States, any state of the United States or any political
subdivision of any such state or any public instrumentality thereof having maturities of not more than three hundred sixty-five
days (365) from the date of acquisition thereof, in each case having a rating of at least “A-1” from S&P or at
least “P-1” from Moody’s;


 


(c)          any
dollar-denominated time deposits, insured certificates of deposit, overnight bank deposits or bankers’ acceptances of, any
(i) Lender or commercial bank that is (x) organized under the laws of the United States, any state thereof or the District of Columbia,
(y) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (z) has
Tier 1 capital (as defined in such regulations) in excess of $250,000,000 (ii) having maturities of not more than three hundred
sixty-five (365) days;


 


(d)          commercial
paper issued by any Person organized under the laws of any state of the United States and rated at least “P-1” (or
the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case
with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof; and


 


(e)          Investments,
classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs
registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating
obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character,
quality and maturity described in clauses (a), (b), (c) and (d) of this definition.


 


“Cash Management
Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services,
including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards),
funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox,
account reconciliation and reporting and trade finance services and other cash management services.


 


“Cash Management
Bank” means Banc of California or one of its Affiliates.


 




    	 	5	 



     


    

 


“CFC”
means a Person that is a controlled foreign corporation under Section 957 of the Code.


 


“Change in Law”
means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to
the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


“Change of Control”
means an event or series of events by which:


 


(a)          during
any period of 24 consecutive months commencing on or after the Closing Date, the occurrence of a change in the composition of the
Board of Directors of any Loan Party such that a majority of the members of such Board of Directors of such Loan Party are not
Continuing Directors;


 


(b)          Ultimate
Parent fails to own and control, directly or indirectly, 100% of the Equity Interests of Parent;


 


(c)          Parent
fails to own and control, directly or indirectly, 100% of the Equity Interests of Borrower; or


 


(d)          Except
as permitted by the terms of Section 7.04 of this Agreement, Borrower fails to own and control, directly or indirectly, 100% of
the Equity Interests of each other Loan Party.


 


“Closing Date”
means the date hereof.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral”
means all of the “Collateral” referred to in the Collateral Documents and all of the other property that is
or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the
benefit of the Secured Parties; provided, however, that Collateral shall not include any Excluded Property.


 


“Collateral Documents”
means, collectively, the Security Agreement, each Joinder Agreement, each of the security agreements, pledge agreements or other
similar agreements delivered to the Administrative Agent pursuant to Section 6.14, and each of the other agreements, instruments
or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.


 


“Commitment”
means a Revolving Commitment.


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit C.


 




    	 	6	 



     


    

 


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


 


“Consolidated”
means, when used with reference to financial statements or financial statement items of the Borrower and its Subsidiaries or any
other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.


 


“Consolidated
Adjusted EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication,
for the Borrower and its Subsidiaries in accordance with GAAP,


 


(a)  net income for
the most recently completed Measurement Period, plus


 


(b)  the following
for the most recently completed Measurement Period to the extent deducted in calculating such net income (without duplication):


 


(i) Consolidated
Interest Charges,


 


(ii) the
provision for federal, state, local and foreign income taxes payable,


 


(iii) depreciation
and amortization expense,


 


(iv) non-cash
charges and losses (excluding any such non-cash charges or losses to the extent (A) there were cash charges with respect to such
charges and losses in past accounting periods or (B) there is a reasonable expectation that there will be cash charges with respect
to such charges and losses in future accounting periods),


 


(v) closing,
restructuring and integration expenses incurred in connection with the negotiation, documentation or closing of this Agreement
or otherwise on or before the first anniversary of the Closing Date in an aggregate amount not to exceed $500,000,


 


(vi) any extraordinary,
unusual or non-recurring non-cash losses, charges and expenses,


 


(vii) any extraordinary,
unusual or non-recurring cash losses, charges and expenses not to exceed $500,000 in the aggregate, or such amounts in excess of
$500,000 as may be approved by the Required Lenders in writing,


 


(viii) any contingent
or deferred payment obligations (including, without limitation, severance, retention, non-complete payments and consulting payments)
in an amount not to exceed $3,000,000 in the aggregate,


 


(ix) non-cash
compensation expense (including deferred non-cash compensation expenses),


 


(x) unrealized
losses on Master Agreements and swaps,


 


(xi) Litigation
or Dispute Settlement Charges or Gains in an amount not to exceed $1,500,000 in the aggregate,


 


(xii) Transaction-Related
Costs in an amount not to exceed $1,500,000 in the aggregate, and


 


(xiii) the amount
of all fees, costs and expenses incurred in connection with any amendment, modification or supplement of any Loan Document, including,
without limitation, any consent or waiver fees payable in connection therewith in an amount not to exceed $750,000 in the aggregate.


 




    	 	7	 



     


    

 


less


 


(c) without duplication and
to the extent reflected as a gain or otherwise included in the calculation of net income for such period (i) non-cash gains
(excluding any such non-cash gains to the extent (A) there were cash gains with respect to such gains in past accounting periods
or (B) there is a reasonable expectation that there will be cash gains with respect to such gains in future accounting periods).


 


“Consolidated
Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated Adjusted
EBITDA less (iii) the aggregate amount of all non-financed cash Capital Expenditures (iii) the aggregate amount of
federal, state, local and foreign income taxes paid in cash, in each case, of or by the Borrower and its Subsidiaries for the most
recently completed Measurement Period to (b) the sum of (i) Consolidated Interest Charges to the extent paid in cash,
but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly
permitted under Section 7.02, plus (ii) the Implied Amortization Amount for the most recently completed Measurement Period.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated
basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money
(including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b) all purchase money Indebtedness; (c) the maximum amount available to be drawn under issued and outstanding letters
of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
(d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in
the ordinary course of business); (e) all Attributable Indebtedness; (f) all obligations to purchase, redeem, retire,
defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option
to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends; (g) without duplication, all Guarantees with respect to outstanding
Indebtedness of the types specified in clauses (a) through (f) above of Persons other than the Borrower or any Subsidiary; and
(h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other
than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general
partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.


 


“Consolidated
Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount,
fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the
deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all interest
paid or payable with respect to discontinued operations and (c) the portion of rent expense under Capitalized Leases that
is treated as interest in accordance with GAAP, in each case, of or by the Borrower and its Subsidiaries on a Consolidated basis
for the most recently completed Measurement Period.


 


“Consolidated
Total Funded Debt Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as
of such date to (b) Consolidated Adjusted EBITDA for the most recently completed Measurement Period.


 


“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking
to which such Person is a party or by which it or any of its property is bound.


 




    	 	8	 



     


    

 


“Continuing Director”
means (a) any member of the Board of Directors who was a director (or comparable manager) of a Loan Party on the Closing Date,
and (b) any individual who becomes a member of the Board of Directors after the Closing Date if such individual was approved, appointed
or nominated for election to the Board of Directors by a majority of the Continuing Directors, but excluding any such individual
originally proposed for election in opposition to the Board of Directors in office at the Closing Date in an actual or threatened
election contest relating to the election of the directors (or comparable managers) of the applicable Loan Party and whose initial
assumption of office resulted from such contest or the settlement thereof.


 


“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.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled
by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10%) or more of the securities
having ordinary voting power for the election of directors, managing general partners or the equivalent.


 


“Cost of Acquisition”
means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without
duplication): (a) the value of the Equity Interests of Borrower or any Subsidiary to be transferred in connection with such Acquisition,
(b) the amount of any cash and fair market value of other property (excluding property described in clause (a) and the unpaid principal
amount of any debt instrument) given as consideration in connection with such Acquisition, (c) the amount (determined by using
the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by Borrower
or any Subsidiary in connection with such Acquisition, (d) all additional purchase price amounts in the form of earnouts and other
contingent obligations that should be recorded on the financial statements of Ultimate Parent and its Subsidiaries in accordance
with GAAP in connection with such Acquisition, (e) all amounts paid in respect of covenants not to compete and consulting agreements
that should be recorded on the financial statements of Borrower and its Subsidiaries in accordance with GAAP, and other affiliated
contracts in connection with such Acquisition, and (f) the aggregate fair market value of all other consideration given by Ultimate
Parent or any Subsidiary in connection with such Acquisition. For purposes of determining the Cost of Acquisition for any transaction,
the Equity Interests of Borrower shall be valued in accordance with GAAP.


 


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


 


“Cure Notice”
has the meaning given to such term in Section 7.11(c)(i).


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws
of the United States or other applicable jurisdictions from time to time in effect.


 


“Default”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time,
or both, would be an Event of Default.


 


“Default Rate”
means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess
of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available,
a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus
two percent (2%), in each case, to the fullest extent permitted by applicable Law.


 




    	 	9	 



     


    

 


“Defaulting Lender”
means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within
two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any applicable Event of Default, shall be specifically
identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swingline
Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters
of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower or the Administrative
Agent, the L/C Issuer or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder,
or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation
to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent
to funding (which condition precedent, together with any applicable Event of Default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by
the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply
with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or
has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had
appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any
other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent
company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity
from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets
or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made
with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses
(a) through (d) above, and the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender
shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative
Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C
Issuer, the Swingline Lender and each other Lender promptly following such determination.


 


“Designated Jurisdiction”
means any country or territory to the extent that such country or territory is the subject of any Sanction.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback
Transaction) of any property by any Loan Party or Subsidiary (or the granting of any option or other right to do any of the foregoing),
including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith, but excluding any Involuntary Disposition.


 


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


 




    	 	10	 



     


    

 


“Domestic Subsidiary”
means any Subsidiary that is organized under the laws of any political subdivision of the United States.


 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 11.06 (subject to such consents, if any, as may be
required under Section 11.06(b)(iii)).


 


“Environmental
Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any materials into the environment, including those related to hazardous
substances or wastes, air emissions and discharges to waste or public systems.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly
or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) 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.


 


“Environmental
Permit” means any permit, approval, identification number, license or other authorization required under any Environmental
Law.


 


“Equity Cure Investment”
has the meaning given to such term in Section 7.11(c)(ii).


 


“Equity Cure Right”
has the meaning given to such term in Section 7.11(c).


 


“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person,
all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital
stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition
from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options,
rights or other interests are outstanding on any date of determination.


 


“Equity Issuance”
means, any issuance by any Loan Party or any Subsidiary to any Person of its Equity Interests, other than (a) any issuance
of its Equity Interests pursuant to the exercise of options or warrants, (b) any issuance of its Equity Interests pursuant
to the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity
securities, and (c) any issuance of options or warrants relating to its Equity Interests. The term “Equity Issuance”
shall not be deemed to include any Disposition.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section
414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).


 




    	 	11	 



     


    

 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete withdrawal, within the meaning of Section 4203 of ERISA, or a partial withdrawal, within
the meaning of Section 4205 of ERISA, by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization; (d) the filing with the PBGC of a notice of intent to terminate under Section 4041(c) of ERISA
by the Borrower or any ERISA Affiliate; (e) the institution by the PBGC of proceedings to terminate a Pension Plan but only
if the PBGC has notified the Borrower or ERISA Affiliate, as applicable, of the same; (f) the receipt by the Borrower or any
ERISA Affiliate from the PBGC of written notice relating to an intention to terminate any Pension Plan ; (g) the determination
that any Pension Plan is considered an at-risk plan (within the meaning of Section 430 of the Code or Section 303 of ERISA) or
a plan in endangered or critical status (within the meaning of Section 432 of the Code or Section305 of ERISA); (h) the imposition
of any liability under Title IV of ERISA other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon
the Borrower or any ERISA Affiliate; or (i) with respect to any Multiple Employer Plan the provisions of Section 4064 of ERISA
apply.


 


“Eurodollar Rate”
means: with respect to any Eurodollar Rate Loan for any Interest Period, the rate per annum equal to the rate determined by the
Agent and equal to the rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) quoted as (i) the “LIBOR Rate”
set forth in the money rates section of the Wall Street Journal for the date that is two Business Days prior to the first day in
such Interest Period or (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or such
page shall cease to be available, the rate per annum determined as of approximately 9:00 a.m. two Business Days prior to the first
day in such Interest Period by reference to the Intercontinental Exchange Benchmark Administration Ltd. Interest Settlement Rates
for deposits in Dollars (as set forth by any service selected by the Agent that has been nominated by the Intercontinental Exchange
Benchmark Administration Ltd. (or any successor or substitute agency determined by the Agent) as an authorized information vendor
for the purpose of displaying such rates) with a term equivalent to the applicable Interest Period; provided that if the LIBOR
Rate shall be less than zero, such rate shall be deemed to be zero for all purposes under this Agreement. Each determination of
the LIBOR Rate by the Agent shall be conclusive and binding upon the parties hereto, absent manifest error. Notwithstanding the
foregoing, for purposes of this Agreement, the Eurodollar Rate shall in no event be less than zero percent 0.00% at any time.


 


“Eurodollar Adjusted
Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Rate Loan, the rate per annum
determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):


 


	 	Eurodollar Rate	 
	 	1.00 - Eurodollar Reserve Requirements	 


 


“Eurodollar Rate
Loan” means a Revolving Loan that bears interest at the Eurodollar Adjusted Rate.


 


“Eurodollar Reserve
Requirements”: for any day as applied to a Eurodollar Rate Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency
reserves under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction
with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of such Board) maintained by a member bank of such Federal Reserve System.


 




    	 	12	 



     


    

 


“Event of Default”
has the meaning specified in Section 8.01.


 


“Excluded Account”
has the meaning specified in Section 6.14(d).


 


“Excluded
Property” means, with respect to any Loan Party, (a) any owned or leased real property which is located outside
of the United States, (b) any Intellectual Property for which a perfected Lien thereon is not effected either by filing of a Uniform
Commercial Code financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office
or the United States Patent and Trademark Office, (c) voting Equity Interests of any CFC, solely to the extent that
such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC; (d)
any lease, license, franchise, charter or other governmental authorization, or any other contract or agreement to which any Loan
Party is a party, and any of its rights or interests thereunder or assets subject thereto, if and to the extent that a Lien in
favor of Administrative Agent is prohibited by (i) any applicable Law, or (ii) a term, provision or condition of any such lease,
license, charter, governmental authorization, contract or agreement and such prohibition or restriction has not been waived
or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained;
provided, that, in each case, (A) the foregoing exclusions of this clause (d) shall in no way be construed (1) to
apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of
the Uniform Commercial Code or other applicable Law (including
the Debtor Relief Laws), or (2) to apply to the extent that any consent or waiver has been obtained that would permit
Administrative Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of
such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (a) through (d) shall
in no way be construed to limit, impair, or otherwise affect any of Administrative Agent’s, any Lender’s continuing
security interests in and liens upon any rights or interests of any grantor in or to (1) monies due or to become due under
or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any accounts
or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease,
permit, license, license agreement, or Equity Interests); (e) “intent-to-use” United
States trademark applications to the extent that an amendment to allege use or statement of use has not been filed under 15 U.S.C.
§1051(c) or 15 U.S.C. §1051(d), respectively, or if filed, has not been deemed in conformity with 15 U.S.C. §1051(a)
or (c), it being agreed that for purposes of this Agreement and the Loan Documents, no Lien granted to Administrative Agent on
any “intent-to-use” United States trademark applications is intended to be a present assignment thereof; provided
that upon submission and acceptance of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision),
such intent-to-use trademark application shall be considered Collateral; provided, in each case,
that Excluded Property shall not include any Loan Parties’ rights to proceeds (or right to receive proceeds) of any of the
assets described in the foregoing clauses (a) – (i) or any goodwill of any Loan Party’s business associated therewith
or attributable thereto.


 




    	 	13	 



     


    

 


“Excluded Swap
Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of
the Guaranty of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee
thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official interpretation thereof) by virtue
of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the
Commodity Exchange Act (determined after giving effect to Section 10.11 and any other “keepwell”, support or other
agreement for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan
Parties) at the time the Guaranty of such Loan Party, or grant by such Loan Party of a Lien, becomes effective with respect to
such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion
shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien
is or becomes excluded in accordance with the first sentence of this definition.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment
to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits
Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed
on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant
to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant
to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each
case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either
to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed
its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any
U.S. federal withholding Taxes imposed pursuant to FATCA.


 


“Existing Letter
of Credit Obligations” means that certain Irrevocable Standby Letter of Credit No. SVBF008526 issued to Sprint Spectrum
L.P. by Silicon Valley Bank on behalf of and in support of Borrower’s reimbursement obligations to Sprint Spectrum L.P.,
and the associated cash collateral pledged to Silicon Valley Bank in the amount of $466,443.72 on account thereof.


 


“Facility”
means the Revolving Facility.


 


“Facility Termination
Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated,
(b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit
have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the
Administrative Agent and the L/C Issuer shall have been made).


 


“FASB ASC”
means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the 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 agreements entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the
next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds
Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to
Banc of California on such day on such transactions as determined by the Administrative Agent.




    	 	14	 



     


    

 


 


“Fee Letter”
means the letter agreement, dated as of the Closing Date, between the Borrower and the Administrative Agent.


 


“Financial Covenant
Cure Amount” has the meaning given to such term in Section 7.11(c)(i).


 


“Financial Covenant
Default” has the meaning given to such term in Section 7.11(c).


 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S.
Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident
for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be
deemed to constitute a single jurisdiction.


 


“Foreign Subsidiary”
means any Subsidiary that is not a Domestic Subsidiary.


 


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


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with respect to the L/C Issuer, such Defaulting
Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting
Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with
the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline
Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other
Revolving Lenders or Cash Collateralized in accordance with the terms hereof.


 


“Fund”
means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its activities.


 


“Funding Indemnity
Letter” means a funding indemnity letter, substantially in the form of Exhibit N.


 


“GAAP”
means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements
of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the
accounting profession) including, without limitation, the FASB Accounting Standards Codification, that are applicable to the circumstances
as of the date of determination, consistently applied and subject to Section 1.03.


 


“Governmental
Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including,
without limitation, and any supra-national bodies such as the European Union or the European Central Bank).


 




    	 	15	 



     


    

 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness of the kind described in clauses (a) through (h) of the definition thereof or other obligation
payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly,
and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services
for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition
or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness
or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole
or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of the kind described in clauses (a) through
(h) of the definition thereof or other obligation of any other Person, whether or not such Indebtedness or other obligation
is assumed or expressly undertaken by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to
obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of
the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term
“Guarantee” as a verb has a corresponding meaning.


 


“Guaranteed Obligations”
has the meaning set forth in Section 10.01.


 


“Guarantors”
means, collectively, (a) Ultimate Parent, (b) Parent, (c) the Subsidiaries of the Borrower (other than India Subsidiary) as are
or may from time to time become parties to this Agreement pursuant to Section 6.13 and (d) with respect to Additional Secured Obligations
owing by any Loan Party or any of its Subsidiaries and any Swap Obligation of a Specified Loan Party (determined before giving
effect to Sections 10.01 and 10.11) under the Guaranty, the Borrower.


 


“Guaranty”
means, collectively, (a) the Guarantee made by the Secured Guarantors under Article X in favor of the Secured Parties, (b) the
Ultimate Parent Guaranty, (c) the Parent Guaranty and (d) each other guaranty delivered pursuant to Section 6.13.


 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.


 


“Hedge Bank”
means any Person in its capacity as a party to a Swap Contract that, at the time it enters into a Swap Contract not prohibited
under Article VI or VII, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract (even if such
Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, in the case of a Secured
Hedge Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank
only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement and provided further that
for any of the foregoing to be included as a “Secured Hedge Agreement” on any date of determination by the Administrative
Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered
a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.


 


“Honor Date”
has the meaning set forth in Section 2.03(c).


 




    	 	16	 



     


    

 


“Implied Amortization
Amount” means, as of any date of determination, the amount set forth below for the applicable Measurement Period ending
on such date:


 


	Measurement Period ending	 	Implied Amortization Amount	 
	June 30, 2017	 	$	6,166,666.67	 
	September 30, 2017	 	$	5,666,666.67	 
	December 31, 2017	 	$	5,166,666.67	 
	March 31, 2018	 	$	4,666,666.67	 
	June 30, 2018	 	$	4,166,666.67	 
	September 30, 2018	 	$	3,666,666.67	 
	December 31, 2018	 	$	3,166,666.67	 
	March 31, 2019	 	$	2,666,666.67	 
	June 30, 2019	 	$	2,166,666.67	 
	September 30, 2019	 	$	1,666,666.67	 
	December 31, 2019	 	$	1,166,666.67	 



 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:


 


(a)          all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)          the
maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties and similar instruments;


 


(c)          net
obligations of such Person under any Swap Contract;


 


(d)          all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the
ordinary course of business and not past due for more than sixty (60) days after the date on which such trade account was
created);


 


(e)          indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;


 


(f)          all
Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt
of such Person;


 


(g)          all
obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest
in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable
preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and


 


(h)          all
Guarantees of such Person in respect of any of the foregoing.


 




    	 	17	 



     


    

 


For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that
is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date
shall be deemed to be the Swap Termination Value thereof as of such date.


 


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


 


“Indemnitees”
has the meaning specified in Section 11.04(b).


 


“India Subsidiary”
means United Online Software Development (India) Private Limited, a private limited company organized under the laws of India.


 


“Information”
has the meaning specified in Section 11.07.


 


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


 


“Intercompany
Debt” has the meaning specified in Section 7.02.


 


“Interest Payment
Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and
the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period
for a Eurodollar Rate Loan exceeds three (3) months, each day that is at the end of each three-month period within such Interest
Period after the first day of such Interest Period and the last day of such Interest Period shall also be Interest Payment Dates;
and (b) as to any Base Rate Loan or Swingline Loan, the last Business Day of each March, June, September and December and
the Maturity Date of the Facility under which such Loan was made (with Swingline Loans being deemed made under the Revolving Facility
for purposes of this definition).


 


“Interest Period”
means, as to each Eurodollar Rate Loan,


 


(a) initially,
the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan
and ending on the date one (1), three (3) or six (6) months thereafter (in each case, subject to availability), as selected by
the Borrower in its Loan Notice; and


 


(b) thereafter,
each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Rate Loan and ending
one (1), three (3) or six (6) months thereafter as available, as selected by the Borrower in its Loan Notice;


 


provided, in each case, that:


 


(i)          any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding
Business Day;


 




    	 	18	 



     


    

 


(ii)         any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end
of such Interest Period; and


 


(iii)        no
Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership or joint
venture interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness of such other
Person), or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person
which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit
of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such Investment.


 


“Involuntary Disposition”
means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan
Party or any Subsidiary.


 


“IRS”
means the United States Internal Revenue Service.


 


“ISP”
means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute
of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).


 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of
Credit.


 


“Joinder Agreement”
means a joinder agreement substantially in the form of Exhibit D executed and delivered in accordance with the provisions
of Sections 6.13 and 6.14.


 


“Landlord Waiver”
means a landlord or warehouse waiver substantially in the form of Exhibit O.


 


“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether
or not having the force of law.


 


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


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when
made or refinanced as a Revolving Borrowing.


 




    	 	19	 



     


    

 


“L/C Commitment”
means, as to the L/C Issuer, its obligation to issue Letters of Credit to the Borrower pursuant to Section 2.03 in an aggregate
principal amount at any one time outstanding not to exceed $750,000, as such amount may be adjusted from time to time in accordance
with this Agreement. 


 


“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.


 


“L/C Issuer”
means Banc of California in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit
hereunder.


 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts (including all L/C Borrowings). For purposes of computing the amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For
all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.


 


“Lender”
means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a
“Lender” in accordance with this Agreement and, their successors and assigns and, unless the context requires otherwise,
includes the Swingline Lender.


 


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire,
or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.


 


“Letter of Credit”
means any standby letter of credit issued hereunder.


 


“Letter of Credit
Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from
time to time in use by the L/C Issuer.


 


“Letter of Credit
Expiration Date” means the day that is seven (7) days prior to the Maturity Date (or, if such day is not a Business Day,
the next preceding Business Day).


 


“Letter of Credit
Fee” has the meaning specified in Section 2.03(h).


 


“Letter of Credit
Report” has the meaning specified in Section 2.03(k).


 


“Letter
of Credit Sublimit” means an amount equal to the lesser of (a) $100,000 and
(b) the Revolving Facility. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility.


 


“LIBOR Rate”
has the meaning specified in the definition of Eurodollar Rate.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge,
or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind
or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance
on title to real property and any financing lease having substantially the same economic effect as any of the foregoing).


 




    	 	20	 



     


    

 


“Litigation or
Dispute Settlement Charges or Gains” means charges or gains that include estimated losses for which the Loan Parties
have established a reserve in accordance with GAAP, as well as actual settlements, judgments, fines, penalties, assessments or
other resolutions against, or in favor of, the Loan Parties related to litigation, arbitration, investigations, disputes or similar
matters. Insurance recoveries received by the Loan Parties related to such matters are also included in these adjustments.


 


“Loan”
means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan or a Swingline Loan.


 


“Loan Documents”
means, collectively, (a) this Agreement, (b) the Notes, (c) each Guaranty, (d) the Collateral Documents, (e) the
Fee Letter, (f) each Issuer Document, (g) each Joinder Agreement, and (h) any agreement creating or perfecting rights
in Cash Collateral pursuant to the provisions of Section 2.14 (but specifically excluding any Secured Hedge Agreement or any Secured
Cash Management Agreement).


 


“Loan Notice”
means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of
Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit E.


 


“Loan Parties”
means, collectively, the Borrower and each Secured Guarantor.


 


“London Banking
Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar
market.


 


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


 


“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties,
liabilities (actual or contingent), or condition (financial or otherwise) of the Borrower or the Borrower and its Subsidiaries
taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any
Loan Document, or of the ability of any Loan Party to perform any of its material obligations under any Loan Document to which
it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any
Loan Party of any Loan Document to which it is a party.


 


“Material Contract”
means, with respect to any Person, each contract or agreement (a) to which such Person is a party involving aggregate consideration
payable to or by such Person of $1,000,000 or more per fiscal year or (b) otherwise material to the business, condition (financial
or otherwise), operations, performance or properties of such Person or (c) any other contract, agreement, permit or license,
written or oral, of the Borrower and its Subsidiaries as to which the breach, nonperformance, cancellation or failure to renew
by any party thereto, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 


“Maturity Date”
means April 13, 2020; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date
shall be the next preceding Business Day.


 


“Measurement Period”
means, at any date of determination, the most recently completed four (4) fiscal quarters of the Borrower or, if fewer than four
(4) consecutive fiscal quarters of the Borrower have been completed since the Closing Date, the fiscal quarters of the Borrower
that have been completed since the Closing Date (or, for purposes of determining Pro Forma Compliance, if financial statements
have been delivered pursuant to Section 6.01 for fewer than four (4) consecutive fiscal quarters of the Borrower since the Closing
Date, the fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.01 since the
Closing Date).


 




    	 	21	 



     


    

 


“Minimum Collateral
Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided
to reduce or eliminate Fronting Exposure during any period when a Lender constitutes a Defaulting Lender, an amount equal to 105%
of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with
respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section
2.14(a)(i), (a)(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (c) otherwise,
an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.


 


“Monthly Reporting
Triggering Event” means any time when one or more of the following conditions have occurred and are continuing on or
after April 30, 2017: (a) Revolving Borrowings have been made and remain outstanding on the Revolving Loan; or (b) a Financial
Covenant Default has occurred and is continuing.


 


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


 


“Multiemployer
Plan” means a Plan which is a multiemployer plan as described in Section 4001(a)(3) of ERISA, to which the Borrower
or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been
obligated to make contributions.


 


“Multiple Employer
Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least
two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of
all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required
Lenders.


 


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


 


“Note”
means a Revolving Note.


 


“Notice of Loan
Prepayment” means a certificate substantially the form of Exhibit R or any other form approved by the Administrative
Agent.


 


“Obligations”
means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any
Loan Document or otherwise with respect to any Loan, or Letter of Credit and (b) all reasonable and documented out-of-pocket
costs and expenses incurred in connection with enforcement and collection of the foregoing, including the reasonable and documented
fees, charges and disbursements of external counsel, in each case whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws
naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding;
provided that Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.


 




    	 	22	 



     


    

 


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


 


“Officer’s
Certificate” means a certificate substantially the form of Exhibit L or any other form approved by the Administrative
Agent.


 


“Organization
Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws
(or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and operating agreement or limited liability company
agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation
or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to
all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization
with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents
with respect to any non-U.S. jurisdiction).


 


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


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 3.06).


 


“Outstanding Amount”
means (a) with respect to Revolving Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Revolving Loans and Swingline Loans, as the case may be,
occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such
date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the
L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.


 


“Parent”
means B. Riley Principal Investments, LLC, a Delaware limited liability company.


 


“Parent Guaranty”
means that certain Guaranty and Pledge Agreement dated as of the date hereof executed by Parent in favor of the Administrative
Agent, for the benefits of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent.


 


“Participant”
has the meaning specified in Section 11.06(d).


 


“Participant Register”
has the meaning specified in Section 11.06(d).


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 




    	 	23	 



     


    

 


“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of
ERISA.


 


“Pension Plan”
means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed
to by ) the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Code.


 


“Permitted Acquisition”
means an Acquisition by a Loan Party (the Person or division, line of business or other business unit of the Person to be acquired
in such Acquisition shall be referred to herein as the “Target”), in each case that is a type of business (or
assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to the terms of this
Agreement, in each case so long as:


            
 


(a)          no
Default shall then exist or would exist after giving effect thereto;


 





(b)          the
Loan Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the Acquisition
on a Pro Forma Basis, (i) the Loan Parties are in Pro Forma Compliance and with the financial covenants set forth in Sections 7.11(a)
and 7.11(b);


 





(c)          the
Administrative Agent, on behalf of the Secured Parties, shall have received (or shall receive in connection with the closing of
such Acquisition) a first priority perfected security interest in all property (including, without limitation, Equity Interests)
acquired with respect to the target in accordance with the terms of Section 6.14 and the Target, if a Person, shall have executed
a Joinder Agreement in accordance with the terms of Section 6.13;


 





(d)          if
the Cost of Acquisition is greater than $500,000, the Administrative Agent and the Lenders shall have received not less than thirty
(30) days prior to the consummation of any such Acquisition: (i) a description of the material terms of such Acquisition; (ii)
audited financial statements (or, if unavailable, management-prepared financial statements) of the Target for its two most recent
fiscal years and for any fiscal quarters ended within the fiscal year to date; (iii) consolidated projected income statements of
the Borrower and its Subsidiaries (giving effect to such Acquisition); and (iv) not less than one (1) Business Day prior to the
consummation of thereof, a certificate, executed by a Responsible Officer of the Borrower certifying that such Permitted Acquisition
complies with the requirements of this Agreement;


 





(e)          the
acquired business has its primary operations in the United States and the Target shall be organized under the laws of a political
subdivision of the United States;


 





(f)          if
the Cost of Acquisition is greater than $500,000, the Target shall have Consolidated Adjusted EBITDA for
the four (4) fiscal quarter period prior to the acquisition date (determined on a pro forma basis, and with adjustments thereto
as to cost synergies, expense reductions and similar benefits) in an amount greater than $0;


 





(g)          such
Acquisition shall not be a “hostile” Acquisition and shall have been approved by the board of directors (or
equivalent) and/or shareholders (or equivalent) of the applicable Loan Party and the Target;


 







    	 	24	 



     


    

 


(h)          after
giving effect to such Acquisition and any Borrowings made in connection therewith, the Borrower shall have Qualified Cash of at
least $2,000,000; and


 





(i)          the
Cost of Acquisition paid by the Loan Parties and their Subsidiaries for all Acquisitions made during the term of this Agreement
shall not exceed $10,000,000 in the aggregate. 


 


“Permitted Liens”
has the meaning set forth in Section 7.01.


 


“Permitted Distributions”
means, the aggregate cash distributions or dividends by the Borrower to Parent and/or Ultimate Parent, which are, in turn, distributed
to the holders of Parent’s and/or Ultimate Parent’s Equity Interests so long as Borrower shall have delivered to Administrative
Agent, in form and substance reasonably satisfactory to the Administrative Agent, evidence that immediately before and after giving
effect to such dividends or distributions (i) no Event of Default shall have occurred and be continuing at or result therefrom,
(ii) the Loan Parties are in Pro Forma Compliance with each of the financial covenants set forth in Section 7.11 and (iii)
the Borrower has at least $2,000,000 of cash on the balance sheet.


 


“Permitted Tax
Distribution” means for any taxable year (or portion thereof), the payment of dividends or other distributions by the
Borrower to enable the Parent or the Ultimate Parent to pay (1) the Tax liability for each relevant jurisdiction in respect of
consolidated, combined, unitary, or affiliated returns filed by or on behalf of the Parent or the Ultimate Parent, provided that
such proceeds are limited to the portion of such tax liability attributable to the operations and activities of the Borrower and/or
its applicable subsidiaries or (2) franchise taxes and other fees, Taxes, and expenses required to maintain the corporate existence
of the Parent or the Ultimate Parent.


 


“Permitted Transfers”
means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of property to the Borrower or any
Subsidiary; provided, that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan
Party; (c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (d) licenses,
sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and
its Subsidiaries; (e) the sale or disposition of Cash Equivalents for fair market value; (f) dispositions of worn-out, obsolete
of damaged property no longer used or useful in the business; (g) Restricted Payments permitted by this Agreement; and (h) other
Dispositions of property of the Borrower and its Subsidiaries of up to $250,000 in the aggregate in any calendar year.


 


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


 


“Plan”
means any “employee benefit plan” within the meaning of Section 3(3) of ERISA (including a Pension Plan) maintained
for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required
to contribute on behalf of any of its employees.


 


“Platform”
has the meaning specified in Section 6.02.


 


“Pledged Equity”
has the meaning specified in the Security Agreement; provided, however, that Equity Interests constituting Excluded Property shall
not constitute Pledged Equity; provided, however, further that with respect to (a) Equity Interests issued by a Foreign Subsidiary,
no more than 65% of such Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (b) Equity
Interests issued by a disregarded entity that owns a 65% (or higher) voting interest in a CFC, no more than 65% of such Equity
Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) shall be Pledged Equity.


 




    	 	25	 



     


    

 


“Pro Forma Compliance”
means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma
Effect, based upon the results of operations for the most recently completed Measurement Period to (a) such transaction and
(b) all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on
or after the first day of the relevant Measurement Period.


 


“Pro Forma Effect”
means, for any Permitted Distribution, Disposition of all or substantially all of a division or a line of business or for any Acquisition,
whether actual or proposed, for purposes of determining compliance with the financial covenants set forth in Section 7.11,
each such transaction or proposed transaction shall be deemed to have occurred on and as of the first day of the relevant Measurement
Period, and the following pro forma adjustments shall be made:


 


(a)          in
the case of an actual or proposed Disposition, all income statement items (whether positive or negative) attributable to the line
of business or the Person subject to such Disposition shall be excluded from the results of the Borrower and its Subsidiaries for
such Measurement Period;


 


(b)          in
the case of an actual or proposed Acquisition, income statement items (whether positive or negative) attributable to the property,
line of business or the Person subject to such Acquisition shall be included in the results of the Borrower and its Subsidiaries
for such Measurement Period;


 


(c)          interest
accrued during the relevant Measurement Period on, and the principal of, any Indebtedness repaid or to be repaid or refinanced
in such transaction shall be excluded from the results of the Borrower and its Subsidiaries for such Measurement Period; and


 


(d)          any
Indebtedness actually or proposed to be incurred or assumed in such transaction shall be deemed to have been incurred as of the
first day of the applicable Measurement Period, and interest thereon shall be deemed to have accrued from such day on such Indebtedness
at the applicable rates provided therefor (and in the case of interest that does or would accrue at a formula or floating rate,
at the rate in effect at the time of determination) and shall be included in the results of the Borrower and its Subsidiaries for
such Measurement Period.


 


“Public Lender”
has the meaning specified in Section 6.02.


 


“Qualified Cash”
means the amount of unrestricted cash and Cash Equivalents of Loan Parties held in deposit accounts or securities accounts, as
of any date of determination after the date that is after the date referenced in Section 6.14(d), are subject to the perfected
first-priority Lien of Administrative Agent.


 


“Qualified ECP
Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time
as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an
“eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Qualifying Control
Agreement” means an agreement, among a Loan Party, a depository institution or securities intermediary and the Administrative
Agent, which agreement is in form and substance reasonably acceptable to the Administrative Agent and which provides the Administrative
Agent with “control” (as such term is used in Article 9 of the UCC) over the deposit account(s) or securities account(s)
described therein.


 




    	 	26	 



     


    

 


“Recipient”
means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of
any obligation of any Loan Party hereunder.


 


“Register”
has the meaning specified in Section 11.06(c).


 


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


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period
has been waived.


 


“Request for Credit
Extension” means (a) with respect to a Borrowing or continuation of Revolving Loans, a Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swingline Loan, a Swingline
Loan Notice.


 


“Required Lenders”
means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders.
The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided
that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to
fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline
Lender or L/C Issuer, as the case may be, in making such determination.


 


“Required Revolving
Lenders” means, at any time, Revolving Lenders having Total Revolving Credit Exposures representing more than 50% of
the Total Revolving Credit Exposures of all Revolving Lenders. The Total Revolving Credit Exposure of any Defaulting Lender shall
be disregarded in determining Required Revolving Lenders at any time; provided that, the amount of any participation in
any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and
funded by another Lender shall be deemed to be held by the Revolving Lender that is the Swingline Lender or L/C Issuer, as the
case may be, in making such determination. 


 


“Resignation Effective
Date” has the meaning set forth in Section 9.06(a).


 


“Responsible Officer”
means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party,
solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary
of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the applicable Loan Party
so designated by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is
signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have
acted on behalf of such Loan Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide
an incumbency certificate, in form and substance satisfactory to the Administrative Agent.


 




    	 	27	 



     


    

 


“Restricted Payment”
means (a) any dividend or other distribution (including, without limitation, Permitted Tax Distributions), direct or indirect,
on account of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Subsidiaries, now or hereafter
outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct
or indirect, of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Subsidiaries, now or
hereafter outstanding, and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options
or other rights to acquire shares of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter
outstanding.


 


“Revolving Borrowing”
means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans, having
the same Interest Period made by each of the Revolving Lenders pursuant to Section 2.01.


 


“Revolving Commitment”
means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal amount at
any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01(b) under
the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
The Revolving Commitment of all of the Revolving Lenders on the Closing Date shall be $20,000,000.


 


“Revolving Exposure”
means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s
participation in L/C Obligations and Swingline Loans at such time.


 


“Revolving Facility”
means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time.


 


“Revolving Lender”
means, at any time, (a) so long as any Revolving Commitment is in effect, any Lender that has a Revolving Commitment at such
time or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation
in L/C Obligations or Swingline Loans at such time.


 


“Revolving Loan”
has the meaning specified in Section 2.01.


 


“Revolving Note”
means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Revolving Loans or Swingline Loans, as the
case may be, made by such Revolving Lender, substantially in the form of Exhibit G.


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.


 


“Sale and Leaseback
Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any
Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now
owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially
the same purpose or purposes as the property being sold or transferred.


 


“Sanction(s)”
means any international economic sanction administered or enforced by the United States Government (including, without limitation,
OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.


 




    	 	28	 



     


    

 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Secured Cash
Management Agreement” means any Cash Management Agreement between any Loan Party and any of its Subsidiaries and any
Cash Management Bank.


 


“Secured Guarantors”
means each Guarantor other than Parent and Ultimate Parent.


 


“Secured Hedge
Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract permitted under Article VI
or VII between any Loan Party and any of its Subsidiaries and any Hedge Bank.


 


“Secured Obligations”
means all Obligations and all Additional Secured Obligations.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, the Indemnitees
and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.


 


“Secured Party
Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit
H.


 


“Securities Act”
means the Securities Act of 1933, including all amendments thereto and regulations promulgated thereunder.


 


“Security Agreement”
means the security and pledge agreement, dated as of the Closing Date, executed in favor of the Administrative Agent by Borrower.


 


“Solvency Certificate”
means a solvency certificate in substantially in the form of Exhibit I.


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the
fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of
such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required
to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities
as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction,
for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay
its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The
amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


“Specified Loan
Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange
Act (determined prior to giving effect to Section 10.11).


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to
a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Loan Parties.


 




    	 	29	 



     


    

 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms
and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with
any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master
Agreement.


 


“Swap Obligations”
means with respect to any Loan Party any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed
out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to
the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined
based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts
(which may include a Lender or any Affiliate of a Lender).


 


“Swingline Borrowing”
means a borrowing of a Swingline Loan pursuant to Section 2.04.


 


“Swingline Lender”
means Banc of California in its capacity as provider of Swingline Loans, or any successor provider of Swingline Loans hereunder.


 


“Swingline Loan”
has the meaning specified in Section 2.04(a).


 


“Swingline Loan
Notice” means a notice of a Swingline Borrowing pursuant to Section 2.04(b), which shall be substantially in the
form of Exhibit J.


 


“Swingline Sublimit”
means an amount equal to the lesser of (a) $0 and (b) the Revolving Facility. The Swingline Sublimit is part of, and
not in addition to, the Revolving Facility.


 


“Synthetic Debt”
means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions
entered into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise included in the
definition of “Indebtedness” or as a liability on the Consolidated balance sheet of such Person and its Subsidiaries
in accordance with GAAP.


 


“Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax
retention lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in
each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor
Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).


 




    	 	30	 



     


    

 


“Target”
has the meaning set forth in the definition of “Permitted Acquisition.”


 


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


 


“Threshold Amount”
means $750,000.


 


“Total Credit
Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Exposure of such Lender at such time.


 


“Total Revolving
Credit Exposure” means, as to any Revolving Lender at any time, the unused Commitments and Revolving Exposure of such
Revolving Lender at such time.


 


“Total Revolving
Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and L/C Obligations.


 


“Transaction-Related
Costs” means certain expense items resulting from the consummation of Permitted Acquisitions or Acquisitions to which
the Required Lenders have consented or any attempted consummation of any other acquisitions which would reasonably be expected
to have (if they had been consummated) satisfied the requirements of the defined term “Permitted Acquisition” but for
the fact that they are not consummated, including, without limitation, in each case, expenses for advisors and representatives
such as investment bankers, consultants, attorneys, and accounting firms. Transaction-related costs may also include, without limitation,
transition and integration costs such as earn-out payments, retention bonuses and acquisition-related milestone payments to acquired
employees.


 


“Type”
means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.


 


“UCC”
means the Uniform Commercial Code as in effect in the State of California; provided that, if perfection or the effect of
perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of California, “UCC” means the Uniform Commercial Code as
in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect
of perfection or non-perfection or priority.


 


“UCP”
means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of
Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).


 


“Ultimate Parent”
means B. Riley Financial, Inc., a Delaware corporation.


 


“Ultimate Parent
Guaranty” means that certain Guaranty dated as of the date hereof executed by Ultimate Parent in favor of the Administrative
Agent, for the benefits of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent.


 


“United States”
and “U.S.” mean the United States of America.


 




    	 	31	 



     


    

 


“Unreimbursed
Amount” has the meaning specified in Section 2.03(c)(i).


 


“Unused Revolving
Commitment” means the difference between (i) the Revolving Commitment (as reduced from time to time), and (ii) the sum
of (A) the average for the period of the daily closing balance of the Revolving Loans outstanding, (B) the aggregate undrawn amount
of all Letters of Credit outstanding at such time, and (C) the aggregate amount of all L/C Borrowings. For the avoidance of doubt,
the outstanding amount of any Swingline Loans shall not be counted towards or considered usage of the Revolving Commitment for
purposes of determining the Unused Revolving Commitment.


 


“U.S. Loan Party”
means any Loan Party that is organized under the laws of one of the states of the United States and that is not a CFC.


 


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


 


“U.S. Tax Compliance
Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).


 


“Voting Stock”
means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though
the right to so vote has been suspended by the happening of such contingency.


 


“Withholding Agent”
means any Loan Party and the Administrative Agent.


 


1.02         Other
Interpretive Provisions.


 





With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:


 


(a)          The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other document (including the Loan Documents and any Organization
Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, modified,
extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or
modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed
to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof”
and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan
Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles,
Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary
Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall
include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting
such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended,
modified, extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights. Any and all references to “Borrower” regardless of whether
preceded by the term a, any, each of, all, and/or, or any other similar term shall be deemed to refer, as the context requires,
to each and every (and/or any one or all) parties constituting a Borrower, individually and/or in the aggregate.


 




    	 	32	 



     


    

 


(b)          In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;” and the word
“through” means “to and including.”


 


(c)          Section
headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Loan Document.


 


1.03         Accounting
Terms.


 





(a)          Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing,
for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein,
(i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount
thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, and (ii) the determination
of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in
accounting for leases pursuant to GAAP, including, without limitation, resulting from the implementation of proposed changes to
(x) Accounting Standards Codification Topic 840, Leases, by the Exposure Draft issued by the FASB and IASB on August 17, 2010 (and
related updates and changes to the Exposure Draft), or any successor proposal, or (y) Accounting Standards Codification Topic 842,
Leases, by the Exposure Draft issued by the FASB and IASB on May 16, 2013 (and related updates and changes to the Exposure Draft).


 


Without limiting the foregoing,
the parties hereto intend that 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, without giving effect to any election under FASB ASC 159 (or any other
Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of any Loan Party or any
Subsidiary of any Loan Party at “fair value”, as defined therein.


 


(b)          Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and
the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light
of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower
shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP. Notwithstanding any change in GAAP after the Closing Date that would require lease
obligations that would be treated as operating leases as of the Closing Date to the classified and accounted for as capital leases
or otherwise reflected on the Loan Parties’ consolidated balance sheet, for the purposes of determining compliance with any
covenant contained herein, such obligations shall be treated in the same manner as operating leases are treated as of the Closing
Date. Notwithstanding anything to the contrary, (x) unless specifically stated otherwise herein or in any other Loan Document,
any dollar, number, percentage or other amount available under any carve-out, basket, exclusion or exception to any affirmative,
negative or other covenant in this Agreement or the other Loan Documents may be accumulated, added, combined, aggregated or used
together by any Loan Party and its Subsidiaries without limitation for any purpose not prohibited hereby, and (y) unless specifically
stated otherwise herein or in any other Loan Document, any action or event permitted by this Agreement or the other Loan Documents
need not be permitted solely by reference to one provision permitting such action or event but may be permitted in part by one
such provision and in part by one or more other provisions of this Agreement and the other Loan Documents.


 




    	 	33	 



     


    

 


(c)          Consolidation
of Variable Interest Entities. All references herein to Consolidated financial statements of the Borrower and its Subsidiaries
or to the determination of any amount for the Borrower and its Subsidiaries on a Consolidated basis or any similar reference shall,
in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB
ASC 810 as if such variable interest entity were a Subsidiary as defined herein. 


 


(d)          Pro
Forma Treatment. Each Disposition of all or substantially all of a line of business, and each Acquisition, by the Borrower
and its Subsidiaries that is consummated during any Measurement Period shall, for purposes of determining compliance with the financial
covenants set forth in Section 7.11 and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first
day of such Measurement Period.


 


1.04       Rounding.


 





Any financial ratios required
to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding
the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


1.05       Times
of Day.


 





Unless otherwise specified,
all references herein to times of day shall be references to Los Angeles time (daylight or standard, as applicable).


 


1.06       Letter
of Credit Amounts.


 





Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect
at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any
Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such
Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time.


 


1.07       UCC
Terms.


 





Terms defined in the UCC
in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings
provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to
the UCC then in effect.


 




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1.08        Rates.


 


The Administrative
Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration,
submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable
or successor rate thereto.


 


ARTICLE II



COMMITMENTS AND CREDIT EXTENSIONS


 


2.01       Revolving Borrowings.


 


Subject to
the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Revolving
Loan”) to the Borrower, in Dollars, from time to time, on any Business Day during the Availability Period, in an aggregate
amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however,
that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Revolving Facility,
and (ii) the Revolving Exposure of any Lender shall not exceed such Revolving Lender’s Revolving Commitment. Within
the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower
may borrow Revolving Loans, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans
or Eurodollar Rate Loans, as further provided herein; provided, however, any Revolving Borrowings made on the Closing
Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers
a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Revolving Borrowing.


 


2.02       Borrowings, Conversions and
Continuations of Loans.


 


(a)         Notice
of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate
Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent. Each such notice must be received
by the Administrative Agent not later than 9:00 a.m.(i) three (3) Business Days prior to the requested date of any Borrowing of,
conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii)
on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request
Eurodollar Rate Loans having an Interest Period other than one (1), three (3) or six (6) months in duration as provided in the
definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than
9:00 a.m., three (3) Business Days prior to the requested date of such Borrowing, conversion or continuation whereupon the
Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest
Period is acceptable to all of them. Not later than 9:00 a.m., three (3) Business Days before the requested date of such Borrowing,
conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not
the requested Interest Period has been consented to by all the Lenders. Each notice by the Borrower pursuant to this Section 2.02(a)
may be given by telephone, provided it is promptly confirmed on the same day by delivery to the Administrative Agent of
a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion
to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess
thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in
a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written)
shall specify (A) the applicable Facility and whether the Borrower is requesting
a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility
(B) the requested date of the Borrowing, conversion or continuation, as the case may be  (which
shall be a Business Day), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans
to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the
duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the
Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or
converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest
Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion
to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed
to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not
be converted to a Eurodollar Rate Loan.


 




    	 	35	 



     


    

 


(b)         Advances.
Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the
amount of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation
is provided by the Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion
to Base Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the amount of its
Loan available to the Administrative Agent in immediately available funds by wiring such amount to such account as the Administrative
Agent shall specify, not later than 11:00 a.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction
of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01),
the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative
Agent either by (i) crediting the account of the Borrower on the books of Banc of California with the amount of such funds
or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to)
the Administrative Agent by the Borrower; provided, however, that if, on the date a Loan Notice with respect to a
Revolving Borrowing is given by the Borrower, there are L/C Borrowings outstanding,
then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings,
and second, shall be made available to the Borrower as provided above.


 


(c)         Eurodollar
Rate Loans. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day
of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requested as,
converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand
that any or all of the outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans.


 


(d)         Notice
of Interest Rates. The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable
to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are
outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Banc of California’s prime
rate used in determining the Base Rate promptly following the public announcement of such change.


 




    	 	36	 



     


    

 


(e)         Interest
Periods. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and
all continuations of Revolving Loans as the same Type, there shall not be more than 5 Interest Periods in effect in respect of
the Revolving Facility.


 


2.03       Letters of Credit.


 


(a)         The
Letter of Credit Commitment.


 


(i)         Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving
Lenders set forth in this Section, (1) from time to time on any Business Day during the period from the Closing Date until
the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries,
and to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under
the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account
of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension
with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Revolving Facility, (y) the Revolving
Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the
L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a
Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with
the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions
hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during
the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and
reimbursed.


 


(ii)         The
L/C Issuer shall not issue any Letter of Credit if:


 


(A)         the
expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance, except (i) with
respect to a Letter of Credit that replaces the Existing Letter of Credit Obligations and (ii) for other Letters of Credit as to
which the Required Revolving Lenders have approved such expiry date; or


 


(B)         the
expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving
Lenders have approved such expiry date;


 


(iii)         The
L/C Issuer shall not be under any obligation to issue any Letter of Credit if:


 


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


 




    	 	37	 



     


    

 


(B)         the
issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;


 


(C)         except
as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than
$50,000;


 


(D)         the
Letter of Credit is to be denominated in a currency other than Dollars;


 


(E)         any
Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery
of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate
the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to
the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other
L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or


 


(F)         the
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.


 


(iv)         The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit
in its amended form under the terms hereof.


 


(v)         The
L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such
time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit
does not accept the proposed amendment to the Letter of Credit.


 


(vi)         The
L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article
IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or
proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.


 




    	 	38	 



     


    

 


(b)         Procedures
for Issuance and Amendment of Letters of Credit.


 


(i)         Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with
a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of the Borrower. Such Letter of Credit Application, which shall be irrevocable, may be sent by fax transmission, by United
States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery
or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the
Administrative Agent not later than 12:00 p.m. at least three (3) Business Days (or
such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion)
prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance
of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the
proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the
expiry date thereof, provided that no Letter of Credit shall have an expiry date later than the earlier of (1) one year
after the issuance thereof and (2) the Letter of Credit Expiration Date (D) the name and address of the beneficiary thereof;
(E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate
to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter
of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding
Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (1) the Letter
of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed
amendment; and (4) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer
and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment,
including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.


 


(ii)         Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not,
the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from
any Revolving Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of
issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall
not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter
of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may
be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance
of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s
Applicable Revolving Percentage times the amount of such Letter of Credit.


 


(iii)         Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to
the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy
of such Letter of Credit or amendment.


 




    	 	39	 



     


    

 


(c)         Drawings
and Reimbursements; Funding of Participations.


 


(i)         Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit and the corresponding
payment by the L/C Issuer under such Letter of Credit (each an “Honor Date”), the L/C Issuer shall notify the Borrower
and the Administrative Agent thereof not later than 10:00 a.m. Not later than 12:00 p.m. on an Honor Date (or if notification shall
not have been given to the Borrower and the Administrative Agent by 10:00 a.m., then on the next succeeding Business Day), the
Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the
Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Lender
of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed
Amount”), and the amount of such Revolving Lender’s Applicable Revolving Percentage thereof. In such event, the
Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount
equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount
of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitments and the conditions set forth
in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant
to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such
an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.


 


(ii)         Each
Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may
apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in
an amount equal to its Applicable Revolving Percentage of the Unreimbursed Amount on the Business Day specified in such notice
by the Administrative Agent (or if such notification is not given by 12:00 p.m. on such day, then on the next succeeding Business
Day), whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Lender that so makes funds available shall be
deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received
to the L/C Issuer.


 


(iii)         With
respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions
set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from
the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be
due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender’s
payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in
respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section.


 


(iv)         Until
each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for
any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Percentage of such
amount shall be solely for the account of the L/C Issuer.


 




    	 	40	 



     


    

 


(v)         Each
Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under
Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the L/C Issuer, the Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance
of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided,
however, that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject
to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C
Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment
made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.


 


(vi)         If
any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),
then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required
to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal
Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender
pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan
included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate
of the L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under
this Section 2.03(c)(vi) shall be conclusive absent manifest error.


 


(d)         Repayment
of Participations.


 


(i)         At any
time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s
L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account
of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower
or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Applicable Revolving Percentage thereof in the same funds as those received by the Administrative
Agent.


 


(ii)         If
any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to
be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the
L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the L/C Issuer its
Applicable Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand
to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.
The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this
Agreement.


 




    	 	41	 



     


    

 


(e)         Obligations
Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay
each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of
this Agreement under all circumstances, including the following:


 


(i)         any
lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;


 


(ii)         the
existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against
any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee
may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement or by such Letter of Credit, the
transactions contemplated hereby or any agreement or instrument relating thereto, or any unrelated transaction;


 


(iii)        any
draft, demand, endorsement, certificate or other document presented under or in connection with such Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of
Credit;


 


(iv)       waiver
by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or
any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;


 


(v)        honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;


 


(vi)       any
payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date
of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized
by the UCC, the ISP or the UCP, as applicable;


 


(vii)      any
payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply
with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting
to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding
under any Debtor Relief Law; or


 


(viii)         any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries.


 


The Borrower shall
promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer.
The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such
notice is given as aforesaid.


 




    	 	42	 



     


    

 


(f)         Role
of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall
not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required
by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the
Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving
Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer
Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use
of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the
Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other
agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant
or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer,
and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a
court of competent jurisdiction, were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s
willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and
certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of
the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity
or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective
for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society
for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially
reasonable means of communicating with a beneficiary.


 


(g)         Applicability
of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter
of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the L/C
Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall
not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required
or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the
L/C Issuer or the beneficiary is located, the practice stated in the ISP or in the decisions, opinions, practice statements, or
official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services
Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses
such law or practice.


 




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(h)         Letter
of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance,
subject to Section 2.15, with its Applicable Revolving Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for
each Letter of Credit equal to the Applicable Rate for Revolving Loans that are Eurodollar Rate Loans times the daily amount available
to be drawn under such Letter of Credit. Letter of Credit Fees shall be (1) due and payable on the first Business Day following
each fiscal quarter end, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter
of Credit Expiration Date and thereafter on demand and (2) computed on a quarterly basis in arrears. If there is any change
in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed
and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.


 


(i)         Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its
own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on
the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be
due and payable on or prior to the date that is ten (10) Business Days following each fiscal quarter end, commencing with the first
such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.
For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit
shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own
account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the
L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are
due and payable on demand and are nonrefundable.


 


(j)         Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control.


 


(k)         L/C
Issuer Reports to the Administrative Agent.  Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall,
in addition to its notification obligations set forth elsewhere in this Section, provide the Administrative Agent a report (a “Letter
of Credit Report”), as set forth below:


 


(i)  reasonably
prior to the time that such L/C Issuer issues, amends, renews, increases or extends a Letter of Credit, the date of such
issuance, amendment, renewal, increase or extension and the stated amount of the applicable Letters of Credit after giving
effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed);


 


(ii) on
each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment;


 


(iii) on
any Business Day on which the Borrower fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed
to such L/C Issuer on such day, the date of such failure and the amount of such payment;


 


(iv) on
any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit
issued by such L/C Issuer; and


 




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(v) for
so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent
(A) on the last Business Day of each calendar month, (B) at all other times a Letter of Credit Report is required to be delivered
pursuant to this Agreement, and (C) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation
and/or disbursement, in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed
with the information for every outstanding Letter of Credit issued by such L/C Issuer.


 


(l)         Letters
of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of
any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder
for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for
the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits
from the businesses of such Subsidiaries. 


 


2.04       Swingline Loans.


 


(a)         The
Swingline. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the
other Lenders set forth in this Section, may in its sole discretion make loans (each such loan, a “Swingline Loan”).
Each such Swingline Loan may be made, subject to the terms and conditions set forth herein, to the Borrower, in Dollars, from time
to time on any Business Day. During the Availability Period in an aggregate amount not to exceed at any time outstanding the amount
of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Revolving Percentage
of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount
of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline
Loan, (A) the Total Revolving Outstandings shall not exceed the Revolving Facility at such time, and (B) the Revolving
Exposure of any Revolving Lender at such time shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower
shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan, and (iii) the Swingline Lender
shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and
binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits,
and subject to the other terms and conditions hereof, the Borrower may borrow under this Section, prepay under Section 2.05, and
reborrow under this Section. Each Swingline Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the
making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s
Applicable Revolving Percentage times the amount of such Swingline Loan.


 




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(b)         Borrowing
Procedures.


 


Each Swingline
Borrowing shall be made upon the Borrower’s submission of a Swingline Loan Notice to the Swingline Lender and the Administrative
Agent, which Swingline Loan Notice must be in writing, appropriately completed and signed by a Responsible Officer of the Borrower.
Each such Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m.
on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and
(ii) the requested date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of
any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative
Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in
writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. on the date of the
proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations
set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions
specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not
later than 2:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available
to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available
funds.


 


(c)         Refinancing
of Swingline Loans.


 


(i)         The
Swingline Lender may at any time in its sole discretion (but at least on a weekly basis) request, on behalf of the Borrower (which
hereby irrevocably authorizes the Swingline Lender to so request on its behalf), and no later than 11.00 a.m. at least one Business
Day in advance of the proposed borrowing date, that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s
Applicable Revolving Percentage of the amount of Swingline Loans then outstanding. Such request shall be deemed to be a Loan Notice
for purposes hereof. Except as otherwise expressly provided in this Section 2.04(c)(i), such Loan Notice shall be in accordance
with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount
of Base Rate Loans, but subject to the unutilized portion of the Revolving Facility and the conditions set forth in Section 4.02.
The Swingline Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice
to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Revolving Percentage of the amount
specified in such Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent
may apply Cash Collateral available with respect to the applicable Swingline Loan) for the account of the Swingline Lender at the
Administrative Agent’s Office not later than 1:00 p.m. on the proposed borrowing date specified in such Loan Notice, whereupon,
subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan
to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.


 


(ii)         If
for any reason any Swingline Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.04(c)(i), the
request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline
Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each Revolving Lender’s
payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall be deemed payment
in respect of such participation.


 




    	 	46	 



     


    

 


(iii)         If
any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i),
the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available
to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swingline
Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees
customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and
fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing
or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to
any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.


 


(iv)         Each
Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant
to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Borrower
or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s
obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other
than delivery by the Borrower of a Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation
of the Borrower to repay Swingline Loans, together with interest as provided herein.


 


(d)         Repayment
of Participations.


 


(i)         At any
time after any Revolving Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives
any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Applicable Revolving
Percentage thereof in the same funds as those received by the Swingline Lender.


 


(ii)         If
any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned
by the Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered
into by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Applicable Revolving
Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount
is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request
of the Swingline Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement.


 




    	 	47	 



     


    

 


(e)         Interest
for Account of Swingline Lender. The Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline
Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section to refinance such Revolving
Lender’s Applicable Revolving Percentage of any Swingline Loan, interest in respect of such Applicable Revolving Percentage
shall be solely for the account of the Swingline Lender.


 


(f)         Payments
Directly to Swingline Lender. The Borrower shall make all payments of principal and interest in respect of the Swingline Loans
directly to the Swingline Lender.


 


2.05       Optional Prepayments.


 


(a)         The Borrower may, upon notice
to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from
time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05; provided
that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three (3) Business Days
prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment
of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof; and (C) any
prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof or, in
each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date
and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid,
the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice,
and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage
in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall
be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section
3.05.


 


(b)         The Borrower may, upon notice
to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative
Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided
that (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the
date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple
of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date
and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied
by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.


 


2.06       Termination or Reduction of
Commitments.


 


(a)         Optional.
The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the
Swingline Sublimit, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline
Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m.
five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate
amount of $500,000 or any whole multiple of $100,000 in excess thereof and (iii) the Borrower shall not terminate or reduce
(A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving
Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding
Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swingline
Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans
would exceed the Swingline Sublimit.


 




    	 	48	 



     


    

 


(b)         Reduction
of Letter of Credit Sublimit or Swingline Sublimit.


 


If after giving
effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swingline
Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit or the Swingline Sublimit, as the case may
be, shall be automatically reduced by the amount of such excess.


 


(c)         Application
of Commitment Reductions; Payment of Fees.


 


The Administrative
Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit
or the Revolving Commitment under this Section 2.06. Upon any reduction of the Revolving Commitments, the Revolving
Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such reduction amount.
All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall
be paid on the effective date of such termination.


 


(d)         Reducing
Revolving Commitments. Commencing on June 30, 2017, and continuing on the last day of each calendar quarter thereafter, the
Revolving Facility shall be reduced by $1,500,000.


 


2.07       Repayment of Loans.


 


(a)         Revolving
Loans. The Borrower shall repay to the Revolving Lenders on the Maturity Date the aggregate principal amount of all Revolving
Loans outstanding on such date.


 


(b)         Swingline
Loans. The Borrower shall repay each Swingline Loan on the earlier to occur of (i) the date ten (10) Business Days after
such Loan is made and (ii) the Maturity Date.


 


2.08       Interest and Default Rate.


 


(a)         Interest.
Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding
principal amount thereof for each day during each Interest Period from the applicable borrowing date at a rate per annum equal
to the Eurodollar Rate for such Interest Period plus the Applicable Rate for such Facility; (ii) each Base Rate Loan under
a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable Rate for such Facility; and (iii) each Swingline Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Rate for the Revolving Facility.


 




    	 	49	 



     


    

 


(b)         Default
Rate.


 


(i)         If any
amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


(ii)         If
any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard
to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate
to the fullest extent permitted by applicable Laws.


 


(iii)         Upon
the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above),
outstanding Obligations (including Letter of Credit Fees) may accrue at a fluctuating interest rate per annum at all times equal
to the Default Rate to the fullest extent permitted by applicable Laws.


 


(iv)         Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


(c)         Interest
Payments. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at
such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before
and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.


 


2.09       Fees.


 


In addition to certain
fees described in subsections (h), of Section 2.03:


 


(a)         The
Borrower shall pay to the Administrative Agent for its own account, fees in the amounts
and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever;


 


(b)         The
Borrower shall pay to the Administrative Agent, for the ratable account of the Revolving Lenders, a fee for the Borrower’s
non-use of available funds under the Revolving Facility (the “Unused Fee”), payable quarterly, in arrears, from
and after the Closing Date through the Maturity Date, and on the Maturity Date, in an amount equal to the sum of:


 


		(i)	0.50% per annum times the amount of the Unused Revolver Commitment that is less than or equal to
the amount of the Cash at Bank; plus



 


		(ii)	1.00% per annum times the amount of the Unused Revolver Commitment that is greater than the amount
of the Cash at Bank.



 




    	 	50	 



     


    

 


(c)         The
Borrower shall pay to the Lenders, such fees as shall have been separately agreed upon in writing in the amounts and at the times
so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


2.10       Computation of Interest and
Fees; Retroactive Adjustments of Applicable Rate.


 


(a)          Computation
of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to
the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All
other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year). Interest shall accrue on each
Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan
or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.


 


(b)         Financial
Statement Adjustments or Restatements. If, as a result of any restatement of or other adjustment to the financial statements
of the Borrower and its Subsidiaries or for any other reason, the Borrower, or the Lenders determine that (i) the Consolidated
Total Funded Debt Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation
of the Consolidated Total Funded Debt Ratio would have resulted in higher pricing for such period, the Borrower shall immediately
and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer,
as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further
action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and
fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph
shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under any provision of
this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. The Borrower’s obligations
under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.


 


2.11       Evidence of Debt.


 


(a)         Maintenance
of Accounts. The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by
such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative
Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the
Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event
of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent
in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through
the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each
Lender may attach schedules to its Note and endorse thereon the date, Type, amount and maturity of its Loans and payments with
respect thereto.


 




    	 	51	 



     


    

 


(b)         Maintenance
of Records. In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent
shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations
in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative
Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error.


 


2.12       Payments Generally; Administrative
Agent’s Clawback.


 


(a)         General.
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made
to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s
Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative
Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable
share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All
payments received by the Administrative Agent after 2:00 p.m shall be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue. Subject to Section 2.07(a) and as otherwise specifically provided for in this
Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on
the Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.


 


(b)         (i)         Funding by Lenders;
Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon
on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of
such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with
Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with
and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made
by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative
Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable
to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping
period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such
period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute
such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower
may have against a Lender that shall have failed to make such payment to the Administrative Agent


 




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(ii)         Payments
by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder
that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer,
as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate
Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount
so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


A notice of the Administrative
Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest
error.


 


(c)         Failure
to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by
such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by
the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or
waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such
Lender) to such Lender, without interest.


 


(d)         Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Revolving Loans, to fund participations in Letters of
Credit and Swingline Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender
to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall
not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).


 


(e)         Funding
Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place
or manner.


 


(f)         Pro
Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing (other than Swingline Borrowings) shall
be made from the Appropriate Lenders, each payment of fees under Section 2.09 and 2.03 (h), shall be made for account
of the Appropriate Lenders, and each termination or reduction of the amount of the Commitments shall be applied to the respective
Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (ii) each Borrowing shall be
allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Revolving
Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of Loans);
(iii) each payment or prepayment of principal of Loans by the Borrower shall be made for account of the Appropriate Lenders
pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (iv) each payment of interest
on Loans by the Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the amounts of interest
on such Loans then due and payable to the respective Appropriate Lenders.


 




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2.13       Sharing of Payments by Lenders.


 


If any Lender shall,
by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of
any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its
ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time
to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and
under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable
to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations
in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents
at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but
not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities
owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account
of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan
Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses (a) and (b) above, the
Lender receiving such greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for
cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swingline Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing
(but not due and payable) to the Lenders, as the case may be, provided that:


 


(1)         if any
such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without
interest; and


 


(2)         the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant
to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of
a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.14, or (z) any payment obtained
by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations
or Swingline Loans to any assignee or participant, other than an assignment to any Loan Party or any Affiliate thereof (as to which
the provisions of this Section shall apply).


 




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Each Loan Party consents
to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.


 


2.14       Cash Collateral.


 


(a)         Certain
Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit
and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for
any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 8.02(c),
or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above) or within
one (1) Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer, provide Cash
Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided
pursuant to clause (iv) above, after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender).
 


 


(b)         Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the
Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein,
and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the
obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines
that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein
provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly
upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient
to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be
maintained in one or more Cash Collateral Accounts at Banc of California. The Borrower shall pay on demand therefor from time to
time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement
of Cash Collateral.


 


(c)         Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or
Sections 2.03, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations,
obligations to fund participations therein (including, as to Cash Collateral provided by a Revolving Lender that is a Defaulting
Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to
any other application of such property as may be provided for herein.


 


(d)         Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall
be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its assignee
following compliance with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer
that there exists excess Cash Collateral; provided, however, (A) any such release shall be without prejudice
to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the
Loan Documents and the other applicable provisions of the Loan Documents, and (B) the Person providing Cash Collateral and
the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure
or other obligations.


 




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2.15       Defaulting Lenders.



 


(a)         Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:


 


(i)         Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.


 


(ii)         Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the
Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined
by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer
or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such
Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request (so long as no Event of Default exists),
to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower,
to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future
funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize the L/C Issuer’s future Fronting
Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance
with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as
a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swingline Lender against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh,
so long as no Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court
of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required
under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided
that if (1) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting
Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit were issued at
a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay
the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations
in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving
effect to Section 2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied
(or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed
paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 




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(iii)       Certain
Fees.


 


(A)         Fees.
No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09 for any period during which that Lender is
a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have
been paid to that Defaulting Lender).


 


(B)         Letter
of Credit Fees. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that
Lender is a Defaulting Lender only to the extent allocable to its Applicable Revolving Percentage of the stated amount of Letters
of Credit for which it has provided Cash Collateral pursuant to Section 2.14.


 


(C)         Defaulting
Lender Fees. With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A)
or (B) above, the Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting
Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been
reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to the L/C Issuer and Swingline Lender, as applicable,
the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swingline
Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.


 


(iv)         Reallocation
of Applicable Revolving Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation
in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective
Applicable Revolving Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent
that (A) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower
shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted
that such conditions are satisfied at such time), and (B) such reallocation does not cause the aggregate Revolving Exposure
of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute
a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting
Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following
such reallocation.


 


(v)         Cash
Collateral, Repayment of Swingline Loans. If the reallocation described in clause (a)(v) above cannot, or can only partially,
be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (A) first,
prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (B) second, Cash Collateralize
the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.14.


 




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(b)         Defaulting
Lender Cure. If the Borrower, the Administrative Agent, Swingline Lender and the L/C Issuer agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash
Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders
or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded
participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their
Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender;
provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of
the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release
of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


ARTICLE III



TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01       Taxes.


 


(a)         Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)         Any
and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or
withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion
of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by the Administrative
Agent or a Loan Party, then the applicable Withholding Agent shall be entitled to make such deduction or withholding, upon the
basis of the information and documentation to be delivered pursuant to subsection (e) below.


 


(ii)         If
applicable Withholding Agent shall be required to withhold or deduct any Taxes, including both United States federal backup withholding
and withholding taxes, from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are determined
by such Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e)
below, (B) the Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in
accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the
sum payable by the applicable Loan Party shall be increased as necessary so that after any such required withholding or the making
of all such required deductions (including such deductions applicable to additional sums payable under this Section 3.01) the applicable
Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.


 




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(b)         Payment
of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely
pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely
reimburse it for the payment of, any Other Taxes.


 


(c)         Tax
Indemnifications.


 


(i)         Each
of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof
within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed
or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be
withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent
manifest error.


 


(ii)         Each
Lender and the L/C Issuer shall, and does hereby, severally indemnify and shall make payment in respect thereof within ten (10)
days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the
L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified
Taxes and without limiting the obligation of the Loan Parties to do so), (B) the Administrative Agent and the Loan Parties,
as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d)
relating to the maintenance of a Participant Register and (C) the Administrative Agent and the Loan Parties, as applicable,
against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative
Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any
time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount
due to the Administrative Agent under this clause (ii).


 


(d)         Evidence
of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by any
Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall
deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original
or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return reporting
such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case
may be.


 




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(e)         Status
of Lenders; Tax Documentation.


 


(i)         Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably
requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether
or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary
in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set
forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment
such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender.


 


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


 


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


 


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


 


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


 


(2)         executed
originals of IRS Form W-8ECI;


 


(3)         in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit M-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or


 




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(4)         to the
extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-2 or Exhibit M-3, IRS Form
W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption,
such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-4 on behalf of
each such direct and indirect partner;


 


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


 


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


 


(iii)         Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete
or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.


 




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(f)         Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer,
any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.
If any Recipient 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 by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this
Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net
of all out-of-pocket expenses (including Taxes) incurred by such Recipient, as the case may be, and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon the
request of the Recipient, agrees to repay the amount paid over to such Loan Party pursuant to Section 3.01(f) (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required
to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will
the applicable Recipient be required to pay any amount to such Loan Party pursuant to this subsection the payment of which would
place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification
and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available
its tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.


 


(g)         Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment,
satisfaction or discharge of all other Obligations.


 


3.02       Illegality.


 


If any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending
Office to make, maintain or fund any Credit Extension whose interest is determined by reference to the Eurodollar Rate, or to determine
or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof
by such Lender to the Borrower through the Administrative Agent, (a) any obligation of such Lender to make or continue Eurodollar
Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended
until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which
Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without
reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender
may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue
to maintain such Eurodollar Rate Loans and (ii) if such notice asserts the illegality of such Lender determining or charging
interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the
Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is
advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon
the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid
or converted.


 






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3.03       Inability to Determine Rates.


 


(a)          If in
connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (i)  the Administrative
Agent determines that (A)  Dollar are not being offered to banks in the London interbank eurodollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan or (B) adequate and reasonable means do not exist for determining
the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an
existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”), or (ii) the
Administrative Agent or the Required Lenders determine that for any reason Eurodollar Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders
to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods),
and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component
of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case
until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice,
the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans
(to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted
such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.



 


(b)         Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative
Agent in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans,
in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent
revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent
or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately
and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office
to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine
or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority
of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.


 


3.04       Increased Costs; Reserves
on Eurodollar Rate Loans.


 


(a)         Increased
Costs Generally. If any Change in Law shall:


 


(i)         impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated
by Section 3.04(e)) or the L/C Issuer;


 


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


 




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(iii)         impose
on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or
Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;


 


and the result of any of the
foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest
on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase
the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its
obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the
L/C Issuer, subject in all respects to Borrower’s rights under Section 11.13 hereof, the Borrower will pay to such Lender
or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the
case may be, for such additional costs incurred or reduction suffered.


 


Notwithstanding
any other provision of this Section 3.04, no Lender shall invoke the provisions of the foregoing subsections of this Section 3.04
if it shall not at the time be the general policy and practice of such Lender to invoke such provisions in similar circumstances
under comparable provisions of other credit agreements.


 


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


 


(c)         [Reserved]. 


 


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


 




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(e)         Reserves
on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves
with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs
of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be
conclusive absent manifest error), which shall be due and payable on each date on which interest is payable on such Loan, provided
the Borrower shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional
interest or costs from such Lender. If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date,
such additional interest shall be due and payable ten (10) days from receipt of such notice.


 


(f)         Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand
such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that
such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above
shall be extended to include the period of retroactive effect thereof).


 


3.05       Compensation for Losses.


 


Upon demand of any
Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and
hold such Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)         any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


(b)         any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;
or


 


(c)         any
assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Borrower pursuant to Section 11.13;


 


including any loss of anticipated profits
and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay
any customary administrative fees charged by such Lender in connection with the foregoing.


 


For purposes of calculating amounts payable
by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made
by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market
for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.


 




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3.06       Designation of a Different
Lending Office.


 


If any Lender requests
compensation under Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, the
L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender
gives a notice pursuant to Section 3.02, then at the request of the Borrower, such Lender or the L/C Issuer shall, as applicable,
use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer,
such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case
may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case,
would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs
and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.


 


3.07       Survival.


 


All of the Borrower’s
obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder,
resignation of the Administrative Agent and the Facility Termination Date.


 


ARTICLE IV



CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


4.01       Conditions of Initial Credit
Extension.


 


The obligation of the
L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions
precedent:


 


(a)         Execution
of Credit Agreement; Loan Documents. The Administrative Agent shall have received (i) counterparts of this Agreement,
executed by a Responsible Officer of each Loan Party and a duly authorized officer of each Lender, (ii) for the account of
each Lender requesting a Note, a Note executed by a Responsible Officer of the Borrower, (iii) counterparts of the Security
Agreement and each other Collateral Document, executed by a Responsible Officer of the applicable Loan Parties and a duly authorized
officer of each other Person party thereto, as applicable, (iv) counterparts of any other Loan Document, executed by a Responsible
Officer of the applicable Loan Party and a duly authorized officer of each other Person party thereto, (v) the counterparts of
the Ultimate Parent Guaranty, executed by an authorized officer of the Ultimate Parent and (vi) the counterparts of the Parent
Guaranty, executed by an authorized officer of the Parent.


 


(b)         Officer’s
Certificate. The Administrative Agent shall have received an Officer’s Certificate dated the Closing Date, certifying
as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified
as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing,
existence or its equivalent of each Loan Party and of the incumbency (including specimen signatures) of the Responsible Officers
of each Loan Party.


 




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(c)         Legal
Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative
Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent
and the Lenders, in form and substance acceptable to the Administrative Agent.


 


(d)         Financial
Statements. The Administrative Agent and the Lenders shall have received copies of the financial statements referred to in
Section 5.05, each in form and substance satisfactory to each of them.


 


(e)         Personal
Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative
Agent:


 


(i)         (A) searches
of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where
any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security
interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other
than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;


 


(ii)         searches
of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested
by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;


 


(iii)       completed
UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion,
to perfect the Administrative Agent’s security interest in the Collateral;


 


(iv)       stock
or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank;
in each case to the extent such Pledged Equity is certificated; provided however, Borrower shall not be required to deliver
the stock certificates representing the Pledged Equity of India Subsidiary.


 


(v)        in the
case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)(ii),
such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in
connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative
Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);


 


(vi)       to
the extent required to be delivered pursuant to the terms of the Collateral Documents, all instruments, documents and chattel paper
in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect
the Administrative Agent’s and the Lenders’ security interest in the Collateral; and


 


(vii)      Qualifying
Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.


 


(f)         Reserved.


 




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(g)         Liability,
Casualty, Property, Terrorism and Business Interruption Insurance. The Administrative Agent shall have received copies of insurance
policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property,
terrorism and business interruption insurance meeting the requirements set forth herein or in the Collateral Documents or as required
by the Administrative Agent. The Loan Parties shall have delivered to the Administrative Agent an Authorization to Share Insurance
Information.


 


(h)         Solvency
Certificate. The Administrative Agent shall have received a Solvency Certificate signed by a Responsible Officer of the Borrower
as to the financial condition, solvency and related matters of the Borrower and its Subsidiaries, after giving effect to the initial
borrowings under the Loan Documents and the other transactions contemplated hereby.


 


(i)         Financial
Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible
Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of Exhibit P.


 


(j)         Material
Contracts. The Administrative Agent shall have received true and complete copies, certified by an officer of the Borrower as
true and complete, of all Material Contracts, together with all exhibits and schedules.


 


(k)         Loan
Notice. The Administrative Agent shall have received a Loan Notice with respect to the Loans to be made on the Closing Date.


 


(l)         Existing
Indebtedness of the Loan Parties. All of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries
(other than Indebtedness permitted to exist pursuant to Section 7.02) shall be repaid in full and all security interests related
thereto shall be terminated on or prior to the Closing Date.


 


(m)         Consents.
The Administrative Agent shall have received evidence that all members, boards of directors, governmental, shareholder and material
third party consents and approvals necessary in connection with the entering into of this Agreement have been obtained.


 


(n)         Fees
and Expenses. The Administrative Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to
the Fee Letter and Section 2.09.


 


(o)         Due
Diligence. The Lenders shall have completed a due diligence investigation of the Borrower and its Subsidiaries in scope, and
with results, satisfactory to the Lenders.


 


(p)         Other
Documents. All other documents provided for herein or which the Administrative Agent or any other Lender may reasonably request
or require.


 


(q)         Additional
Information. Such additional information and materials which the Administrative Agent and/or any Lender shall reasonably request
or require.


 


Without limiting the generality of the
provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this
Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender
unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection
thereto.


 




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4.02       Conditions to all Credit Extensions.


 


The obligation of each
Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans
to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:


 


(a)         Representations
and Warranties. The representations and warranties of the Borrower and each other Loan Party contained in Article II, Article
V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith,
shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and
as of the date of such Credit Extension, except (i) that for purposes of this Section 4.02, the representations and warranties
contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a)
and (b), respectively; and (ii) to the extent such representations and warranties expressly relate to an earlier date, in which
case such representations and warranties were true and correct in all material respects as of such earlier date.


 


(b)         Default.
No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.


 


(c)         Request
for Credit Extension. The Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lender shall have received
a Request for Credit Extension in accordance with the requirements hereof.


Each Request for Credit Extension (other
than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted
by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b)
have been satisfied on and as of the date of the applicable Credit Extension.


 


ARTICLE V



REPRESENTATIONS AND WARRANTIES


 


Each Loan Party represents
and warrants to the Administrative Agent and the Lenders, as of the date made or deemed made, that:


 


5.01       Existence, Qualification and
Power.


 


Each Loan Party and
each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the
Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and
(ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified
and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation
of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause
(b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. The copy
of the Organization Documents of each Loan Party provided to the Administrative Agent pursuant to the terms of this Agreement is
a true and correct copy of each such document, each of which is valid and in full force and effect.


 




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5.02      Authorization; No Contravention.


 


The execution, delivery
and performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized
by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such
Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any
Lien under, or require any payment to be made under (i) any Material Contract to which such Person is a party or affecting
such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except
in each case referred to in clause (b) and (c), to the extent that failure to do so would not reasonably be expected to have a
Material Adverse Effect.


 


5.03       Governmental Authorization;
Other Consents.


 


No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary
or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this
Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral
Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority
nature thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the
remedies in respect of the Collateral pursuant to the Collateral Documents, other than (i) authorizations, approvals, actions,
notices and filings which have been duly obtained or waived and (ii) filings to perfect the Liens created by the Collateral
Documents.


 


5.04       Binding Effect.


 


This Agreement has
been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that
is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms,
except as such enforcement may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable
principles of law (regardless of whether enforcement is sought in equity or at law).


 


5.05       Financial Statements; No Material
Adverse Effect.


 


(a)         Audited
Financial Statements. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects
the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period
covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its
Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.


 


(b)         Ultimate
Parent Annual Audited Financial Statements. The audited Consolidated balance sheets of the Ultimate Parent and its Subsidiaries
dated December 31, 2016 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Ultimate
Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show
all material indebtedness and other liabilities, direct or contingent, of the Ultimate Parent and its Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness.


 




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(c)         Material
Adverse Effect. Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually
or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.


 


(d)         [Reserved].


 


(e)         Forecasted
Financials. The Consolidated forecasted balance sheets, statements of income and cash flows of the Borrower and its Subsidiaries
delivered pursuant to Section 4.01 or Section 6.01 were prepared in good faith on the basis of the assumptions stated therein,
which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at
the time of delivery, the Borrower’s best estimate of its future financial condition and performance. For the avoidance of
doubt, the parties acknowledge and agree that forecasted, forward-looking information and projections are not a guarantee of future
performance, and actual results may differ from the forecasted, forward-looking information or projections.


 


5.06       Litigation.


 


There are no actions,
suits, proceedings, claims or disputes pending or, to the actual knowledge of the Loan Parties after due and diligent investigation,
threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any
Loan Party or any Subsidiary or against any of their properties or revenues that (a) purport to affect or pertain to this
Agreement or any other Loan Document or any of the transactions contemplated hereby, or (b) either individually or in the
aggregate would reasonably be expected to have a Material Adverse Effect.


 


5.07       No Default.


 


No Default has occurred
and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.


 


5.08       Ownership of Property.


 


Each Loan Party and
each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property
necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 


5.09       Environmental Compliance.


 


(a)         The
Loan Parties and their respective Subsidiaries have been in compliance with existing Environmental Laws and there have been no
claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations
and properties, except to the extent such failure to comply or claims would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 




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(b)         Neither
any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially
responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release,
discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of
any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated,
handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any
of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party
or any of its Subsidiaries.


 


5.10       Insurance.


 


The properties of the
Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower,
in such amounts, with such deductibles and covering such risks as are customarily carried by companies of similar size engaged
in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary
operates. The general liability, casualty, property, terrorism and business interruption insurance coverage of the Loan Parties
as in effect on the Closing Date, and as of the last date such Schedule was required to be updated in accordance with Section 6.02,
is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 5.10 and such insurance
coverage complies with the requirements set forth in this Agreement and the other Loan Documents.


 


5.11       Taxes.


 


Each Loan Party and
its Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all
federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment
against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect, nor is there any tax sharing agreement
applicable to the Borrower or any Subsidiary. The filing and recording of any and all documents required to perfect the security
interests granted to the Administrative Agent (for the ratable benefit of the Secured Parties) will not result in any documentary,
stamp or other taxes, except for customary filing and recordation fees that shall be paid concurrently with such filing or recording,
as the case may be.


 


5.12       ERISA Compliance.


 


(a)         Each
Plan is in compliance in all material respects with the applicable provisions of ERISA and provisions of the Code and other federal
or state law. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable
determination letter or is subject to a favorable opinion letter from the IRS to the effect that the form of such Plan is qualified
under Section 401(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge
of the Loan Parties, nothing has occurred that would prevent or cause the loss of such tax-qualified status.


 


(b)         There
are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no prohibited
transaction within the meaning of Section 406 of ERISA for which a statutory, regulatory, or administrative exemption does not
exist or violation of the applicable fiduciary requirements of Section 404 of ERISA with respect to any Plan (other than a Multiemployer
Plan) that has resulted or would reasonably be expected to result in a Material Adverse Effect.


 




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(c)         (i) No
ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably
be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate
has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum
funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation
date for any Pension Plan, the adjusted funding target attainment percentage (as defined in Section 436(j)(2) of the Code) is 60%
or higher and no Loan Party nor any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause
the adjusted funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) no
Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are
no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in
a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated
by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that would reasonably be
expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan (other than a Multiemployer
Plan).


 


(d)         Neither
the Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability
under, any active or terminated Pension Plan other than on the Closing Date, those listed on Schedule 5.12 hereto.


 


5.13       Margin Regulations; Investment
Company Act.


 


(a)         Margin
Regulations. The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business
of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose
of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter
of Credit, not more than twenty-five percent (25%) of the value of the assets (either of the Borrower only or of the Borrower and
its Subsidiaries on a Consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction
contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness
and within the scope of Section 8.01(e) will be margin stock.


 


(b)         Investment
Company Act. None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered
as an “investment company” under the Investment Company Act of 1940.


 


5.14       Disclosure.


 


The Borrower has disclosed
to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries or any other Loan Party is subject, and all other matters known to it, that, individually or in the aggregate,
would reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information
furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection
with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan
Document (in each case as modified or supplemented by other information so furnished) 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, each Loan Party represents only
that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. For the avoidance
of doubt, the parties acknowledge and agree that forecasted, forward-looking information and projections are not a guarantee of
future performance, and actual results may differ from the forecasted, forward-looking information or projections.


 




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5.15       Compliance with Laws.


 


Each Loan Party and
each Subsidiary thereof is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable
to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree
is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either
individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


5.16       Solvency.


 


Borrower is Solvent,
both individually, and together with its Subsidiaries on a Consolidated basis.


 


5.17       Casualty, Etc.


 


Neither the businesses
nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout
or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether
or not covered by insurance) that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse
Effect.


 


5.18       Sanctions Concerns.


 


No Loan Party, nor
any Subsidiary, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer, employee, agent, affiliate
or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is any Loan Party or any Subsidiary
located, organized or resident in a Designated Jurisdiction.


 


5.19       Responsible Officers.


 


Set forth on Schedule 1.01(c)
are Responsible Officers, holding the offices indicated next to their respective names, as of the Closing Date and as of the last
date such Schedule was required to be updated in accordance with Section 6.02 and such Responsible Officers are the duly elected
and qualified officers of such Loan Party and are duly authorized to execute and deliver, on behalf of the respective Loan Party,
this Agreement, the Notes and the other Loan Documents.


 


5.20       Subsidiaries; Equity Interests;
Loan Parties.


 


(a)         Subsidiaries,
Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true
and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance
with Section 6.02: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity
investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance
with Section 6.02, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the
number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries
and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests
in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees
or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary
thereof, except as contemplated in connection with the Loan Documents.


 




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(b)         Loan
Parties. Set forth on Schedule 5.20(b) is a complete and accurate list of all Loan Parties, showing as of the Closing
Date, or as of the last date such Schedule was required to be updated in accordance with Section 6.02, (as to each Loan Party)
(i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months prior to the Closing
Date, (iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization, (v) the
jurisdictions in which such Loan Party is qualified to do business, (vi) the address of its chief executive office, (vii) the
address of its principal place of business, (viii) its U.S. federal taxpayer identification number or, in the case of any
non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by
the jurisdiction of its incorporation or organization, (ix) the organization identification number, (x) ownership information
(e.g. publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and (xi) the industry
or nature of business of such Loan Party.


 


5.21       Collateral Representations.


 


(a)         Collateral
Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the
benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title
and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing
Date and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect
such Liens.


 


(b)         Intellectual
Property. Set forth on Schedule 5.21(b)(i), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Section 6.02, is a list of all registered or issued Intellectual Property (including all
applications for registration and issuance) owned by each of the Loan Parties or that each of the Loan Parties has the right to
(including the name/title, current owner, registration or application number, and registration or application date and such other
information as reasonably requested by the Administrative Agent).


 


(c)         Documents,
Instrument, and Tangible Chattel Paper. Set forth on Schedule 5.21(c), as of the Closing Date and as of the last
date such Schedule was required to be updated in accordance with Section 6.02, is a description of all Documents, Instruments,
and Tangible Chattel Paper of the Loan Parties (including the Loan Party owning such Document, Instrument and Tangible Chattel
Paper and such other information as reasonably requested by the Administrative Agent), in each case, with a value of $250,000 or
more.


 


(d)         Deposit
Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, and Securities Accounts.


 




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(i)         Set
forth on Schedule 5.21(d)(i), as of the Closing Date and as of the last date such Schedule was required to be updated
in accordance with Section 6.02, is a description of all Deposit Accounts and Securities Accounts of the Loan Parties, including
the name of (A) the applicable Loan Party, (B) in the case of a Deposit Account, the depository institution and average
amount held in such Deposit Account and whether such account is a zero balance account or a payroll account, and (C) in the
case of a Securities Account, the Securities Intermediary or issuer and the average aggregate market value held in such Securities
Account, as applicable.


 


(ii)         Set
forth on Schedule 5.21(d)(ii), as of the Closing Date and as of the last date such Schedule was required to be updated
in accordance with Section 6.02, is a description of all Electronic Chattel Paper (as defined in the UCC) and Letter-of-Credit
Rights (as defined in the UCC) of the Loan Parties, in each case, with a value of $250,000 or more, including the name of (A) the
applicable Loan Party, (B) in the case of Electronic Chattel Paper (as defined in the UCC), the account debtor and (C) in
the case of Letter-of-Credit Rights (as defined in the UCC), the issuer or nominated person, as applicable.


 


(e)         Commercial
Tort Claims. Set forth on Schedule 5.21(e), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Section 6.02, is a description of all Commercial Tort Claims of the Loan Parties, in each
case with a value of $250,000 or more (detailing such Commercial Tort Claim in such detail as reasonably requested by the Administrative
Agent).


 


(f)         Pledged
Equity Interests. Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule was
required to be updated in accordance with Section 6.02, is a list of (i) all Pledged Equity and (ii) all other Equity
Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each case, detailing the
Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class
of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and
the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).


 


(g)         Properties.
Set forth on Schedule 5.21(g)(i), as of the Closing Date and as of the last date such Schedule was required to be updated
in accordance with Section 6.02, is a list of (A) each headquarter location of the Loan Parties, (B) each other location
where any significant administrative or governmental functions are performed, (C) each other location where the Loan Parties
maintain any books or records (electronic or otherwise) and (D) each location where any personal property Collateral is located
at any premises owned or leased by a Loan Party (in each case, including (1) an indication if such location is leased or owned,
(2), if leased, the name of the lessor, and if owned, the name of the Loan Party owning such property, (3) the address of such
property (including, the city, county, state and zip code) and (4) to the extent owned, the approximate fair market value of such
property).


 


(h)         Material
Contracts. Set forth on Schedule 5.21(h), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Section 6.02, is a complete and accurate list of all Material Contracts of the Borrower and
its Subsidiaries.


 


5.22       [Reserved].


 




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5.23       [Reserved].


 


5.24       Intellectual Property; Licenses,
Etc.


 


Each Loan Party and
each of its Subsidiaries owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their
respective businesses, without conflict with the rights of any other Person. To the actual knowledge of the Borrower (after reasonably
inquiry), no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now
contemplated to be employed, by any Loan Party or any of its Subsidiaries infringes upon any rights held by any other Person. No
claim or litigation regarding any of the foregoing is pending or, to the actual knowledge of the Borrower (after reasonably inquiry),
threatened in writing, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse
Effect.


 


5.25         Labor Matters.


 


There are no collective
bargaining agreements or Multiemployer Plans covering the employees of the Borrower or any of its ERISA Affiliates as of the Closing
Date and neither the Borrower nor any Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty
within the last five (5) years preceding the Closing Date.


 


ARTICLE VI



AFFIRMATIVE COVENANTS


 


Each of the Loan Parties
hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, such Loan Party shall,
and shall cause each of its Subsidiaries to:


 


6.01       Financial Statements.


 


Deliver to the Administrative
Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)         Audited
Financial Statements.


 


(i)         As
soon as available, but in any event within one hundred twenty (120) days after the end of the calendar year ended December 31,
2016, a Consolidated balance sheet of the Ultimate Parent and its Subsidiaries as at the end of such fiscal year, and the related
Consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance
with GAAP, (i) such Consolidated statements to be audited and accompanied by a report and opinion of Marcum LLP or another independent
certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and
opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going
concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (ii) such
statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Ultimate Parent
to the effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial
statements of the Ultimate Parent and its Subsidiaries.


 




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(ii)         As
soon as available, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Borrower (commencing
with the fiscal year ended December 31, 2017), a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end
of such fiscal year, and the related Consolidated statements of income or operations, changes in shareholders’ equity and
cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in
reasonable detail and prepared in accordance with GAAP, (i) such Consolidated statements to be audited and accompanied by
a report and opinion of Marcum LLP or another independent certified public accountant of nationally recognized standing reasonably
acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or
exception as to the scope of such audit (other than any going concern or like qualification resulting solely from an upcoming maturity
date for the Loans), and (ii) such statements to be certified by the chief executive officer, chief financial officer, treasurer
or controller that is a Responsible Officer of the Borrower to the effect that such statements are fairly stated in all material
respects when considered in relation to the Consolidated financial statements of the Borrower and its Subsidiaries.


 


(b)         Quarterly
Financial Statements. As soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter
of each fiscal year of the Borrower that is not the last fiscal quarter in any fiscal year (commencing with the fiscal quarter
ending June 30, 2017), a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter,
and the related Consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such
fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form
the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal
year, all in reasonable detail and prepared in accordance with GAAP and including management discussion and analysis of operating
results inclusive of operating metrics in comparative form, such Consolidated statements to be certified by the chief executive
officer, chief financial officer, treasurer or controller who is a Responsible Officer of the Borrower as fairly presenting the
financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries, subject
only to normal year-end audit adjustments and the absence of footnotes and such statements to be certified by the chief executive
officer, chief financial officer, treasurer or controller that is a Responsible Officer of the Borrower to the effect that such
statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of the
Borrower and its Subsidiaries.


 


(c)         Monthly
Financial Statements. As soon as available, but in any event within forty-five (45) days after the end of each of the months
of each fiscal year of the Borrower occurring during any Monthly Reporting Triggering Event, a Consolidated balance sheet of the
Borrower and its Subsidiaries as of the end of such month, and the related Consolidated statements of income or operations, shareholders’
equity and cash flows for such month and for the portion of the Borrower’s fiscal year than ended setting forth in each case
in comparative form for the corresponding month of the previous fiscal year and the corresponding portion of the previous fiscal
year, all in reasonable detail and duly certified by the chief executive officer, chief financial officer, treasurer or controller
of the Borrower who is a Responsible Officer as fairly presenting the financial condition, results of operations, shareholders’
equity and cash flows of the Borrower and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of
footnotes and such statements to be certified by the chief executive officer, chief financial officer, treasurer or controller
that is a Responsible Officer of the Borrower to the effect that such statements are fairly stated in all material respects when
considered in relation to the Consolidated financial statements of the Borrower and its Subsidiaries.


 




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(d)         Business
Plan and Budget. As soon as available, but in any event within seventy-five (75) days after the end of each fiscal year of
the Borrower, an annual business plan and budget of the Borrower and its Subsidiaries on a Consolidated basis, including forecasts
prepared by management of the Borrower, in form reasonably satisfactory to the Administrative Agent and the Required Lenders, of
Consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a monthly
basis for the immediately following fiscal year.


 


As to any information contained in materials
furnished pursuant to Section 6.02(g), the Borrower shall not be separately required to furnish such information under Section
6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information
and materials described in Sections 6.01(a) and (b) above at the times specified therein.


 


6.02       Certificates; Other Information.


 


Deliver to the Administrative
Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)         Accountants’
Certificate. Concurrently with the delivery of the financial statements referred to in Section 6.01(a) (commencing with the
delivery of the financial statements for the fiscal year ended December 31, 2016, a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was
obtained of any Default or, if any such Default shall exist, stating the nature and status of such event.


 


(b)         Compliance
Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing
with the delivery of the financial statements for the fiscal quarter ended June 30, 2017, (i) a duly completed Compliance
Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer
of the Borrower (provided that financial covenants shall only be required to be calculated for the end of each fiscal quarter),
and (ii) a copy of management’s discussion and analysis with respect to such financial statements. Unless the Administrative
Agent or a Lender requests executed originals, delivery of the Compliance Certificate may be by electronic communication including
fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes.


 


(c)         Updated
Schedules. Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(b), the following updated
Schedules to this Agreement (which may be attached to the Compliance Certificate) to the extent required to make the representation
related to such Schedule true and correct as of the date of such Compliance Certificate: Schedules 1.01(c), 5.10,
5.20(a), 5.20(b), 5.21(b)(i), 5.21(b)(ii), 5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e),
5.21(f), 5.21(g)(i) and 5.21(h).


 


(d)         Calculations.
Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(b) required to be delivered with the financial
statements referred to in Section 6.01(a), a certificate (which may be included in such Compliance Certificate) including the
amount of all Restricted Payments, Investments, Dispositions, Capital Expenditures, and Equity Issuance that were made during the
prior fiscal year.


 




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(e)         Changes
in Entity Structure. Within ten (10) days prior to any merger, consolidation, dissolution or other change in entity structure
of any Loan Party or any of its Subsidiaries permitted pursuant to the terms hereof, provide notice of such change in entity structure
to the Administrative Agent, along with such other information as reasonably requested by the Administrative Agent. Provide notice
to the Administrative Agent, not less than ten (10) days prior (or such extended period of time as agreed to by the Administrative
Agent) of any change in any Loan Party’s legal name, state of organization, or organizational existence.


 


(f)         Audit
Reports; Management Letters; Recommendations. Promptly after any request by the Administrative Agent or any Lender, copies
of any detailed audit reports, management letters or recommendations submitted to the Board of Directors (or the audit committee
of the Board of Directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party
or any of its Subsidiaries, or any audit of any of them.


 


(g)         Annual
Reports; Etc. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report
or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and
registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative
Agent pursuant hereto;.


 


(h)         Debt
Securities Statements and Reports. Promptly after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit
or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of
this Section.


 


(i)         SEC
Notices. Promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary
thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction)
concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational
results of any Loan Party or any Subsidiary thereof.


 


(j)         Notices.
Not later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all default
notices, amendments, waivers and other modifications so received under or pursuant to any instrument, indenture, loan or credit
or similar agreement and, from time to time upon request by the Administrative Agent, such other material information and reports
regarding such instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request.


 


(k)         Environmental
Notice. Promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance
by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that would reasonably be expected
to have a Material Adverse Effect.


 


(l)         Additional
Information. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan
Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender
may from time to time reasonably request.


 




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Documents required to be delivered pursuant
to Section 6.01(a) or (b) or Section 6.02(g) (to the extent any such documents are included in materials otherwise filed with the
SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which
the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address
listed on Schedule 1.01(a); or (b) on which such documents are posted on the Borrower’s behalf on an Internet
or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website
or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such
documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written
request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify
the Administrative Agent and each Lender (by fax transmission or e-mail transmission) of the posting of any such documents and
provide to the Administrative Agent by e-mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent
shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 


The Borrower hereby acknowledges that (A) the
Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C
Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”)
and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive
material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing,
and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower
hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed
to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by
marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any
Affiliate thereof, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material
non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes
of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials
constitute Information, they shall be treated as set forth in Section 11.07); (3) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (4) the
Administrative Agent and the any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials that are
not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side
Information.”


 


6.03       Notices.


 


Promptly, but in any
event within two (2) Business Days, notify the Administrative Agent and each Lender:


 


(a)         of
the occurrence of any Event of Default;


 




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(b)         of
any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect;


 


(c)         of
the occurrence of any ERISA Event;


 


(d)         of
any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, including
any determination by the Borrower referred to in Section 2.10(b); and


 


Each notice pursuant
to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and to the extent applicable, stating what action the Borrower has taken and proposes to take with
respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement
and any other Loan Document that have been breached.


 


6.04       Payment of Obligations.


 


Pay and discharge as
the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments
and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate
proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary;
(b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and
when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.


 


6.05       Preservation of Existence,
Etc.


 


(a)         Preserve,
renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization
except in a transaction permitted by Section 7.04 or 7.05;


 


(b)         take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary in the normal conduct of its
business, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and


 


(c)         preserve
or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would reasonably
be expected to have a Material Adverse Effect.


 


6.06       Maintenance of Properties.


 


(a)         Maintain,
preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order
and condition, ordinary wear and tear and obsolescence excepted; and


 


(b)         make
all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected
to have a Material Adverse Effect.


 




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6.07       Maintenance of Insurance.


 


(a)         Maintenance
of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with
respect to its properties and business against loss or damage of the kinds customarily insured against by Persons of similar size,
engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances
by such other Persons, including, without limitation, terrorism insurance.


 


(b)         Evidence
of Insurance. Cause the Administrative Agent to be named as lenders’ loss payable, loss payee or mortgagee, as its interest
may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of
any Collateral, and cause, unless otherwise agreed to by the Administrative Agent, each provider of any such insurance to agree,
by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent that
it will endeavor to give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall
be altered or cancelled (or ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums). Annually,
upon expiration of current insurance coverage, the Loan Parties shall provide, or cause to be provided, to the Administrative Agent,
such evidence of insurance as required by the Administrative Agent, including, but not limited to: (i) certified copies of
such insurance policies, (ii) evidence of such insurance policies (including, without limitation and as applicable, ACORD
Form 28 certificates (or similar form of insurance certificate), and ACORD Form 25 certificates (or similar form of insurance certificate)),
(iii) declaration pages for each insurance policy and (iv) lender’s loss payable endorsement if the Administrative
Agent for the benefit of the Secured Parties is not on the declarations page for such policy. As requested by the Administrative
Agent, the Loan Parties agree to deliver to the Administrative Agent an Authorization to Share Insurance Information.


 


6.08       Compliance with Laws.


 


Comply with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances
in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted; or (b) the failure to comply therewith would not reasonably be expected to have a Material
Adverse Effect.


 


6.09       Books and Records.


 


Maintain proper books
of record and account in all material respects, in which full, true and correct entries in material conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary,
as the case may be.


 


6.10       Inspection Rights.


 


(a)         Permit
representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine
its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances
and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable
times during normal business hours upon reasonable advance notice to the Borrower; provided, however, when no Event
of Default exists, not more than (1) such inspection shall be made in any fiscal year of the Borrower; provided, however, further,
that when an Event of Default exists the Administrative Agent (or any of its respective representatives or independent contractors)
may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.


 




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(b)         If
requested by the Administrative Agent in its sole discretion, permit the Administrative Agent, and its representatives, upon reasonable
advance notice to the Borrower, to conduct an annual audit of the Collateral at the expense of the Borrower; provided, however,
when no Event of Default exists, not more than (1) such audit shall be made in any fiscal year of the Borrower.


 


(c)         If
requested by the Administrative Agent in its reasonable discretion at any time after the occurrence and during the continuance
of an Event of Default, promptly deliver to the Administrative Agent (i) asset appraisal reports with respect to all of the
real and personal property owned by the Borrower and its Subsidiaries, and (ii) a written audit of the accounts receivable,
inventory, payables, controls and systems of Borrower and its Subsidiaries.


 


6.11       Use of Proceeds.


 


Use the proceeds of
the Credit Extensions (i) for working capital and general corporate purposes not in contravention of any Law or of any Loan Document
and (ii) to pay dividends or Permitted Tax Distributions in cash to Parent and/or Ultimate Parent to the extent permitted hereunder.


 


6.12       Material Contracts.


 


(i)         Maintain each
such Material Contract in full force and effect, except for expiry at the stated maturity thereof and, except, in any case, where
the failure to do so, either individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect,
(ii) enforce each such Material Contract in accordance with its terms, except as determined by the Loan Parties or their Subsidiaries,
as the case may be, to be in the best interest of the Loan Parties or their Subsidiaries, as the case may be, (iii) during the
continuance of an Event of Default, take all such action to such end as may be from time to time reasonably requested by the Administrative
Agent and, upon request of the Administrative Agent made during the continuing of an Event of Default, make to each other party
to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of
its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so.


 


6.13       Covenant to Guarantee Obligations.


 


The Loan Parties will
cause each of their Subsidiaries (other than any CFC) whether newly formed, after acquired or otherwise existing to promptly (and
in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed
to by the Administrative Agent in its reasonable discretion)) become a Secured Guarantor hereunder by way of execution of a Joinder
Agreement; provided, however, that (a) the India Subsidiary shall not be a Guarantor or Secured Guarantor and (b)
no other Foreign Subsidiary shall be required to become a Guarantor or Secured Guarantor to the extent such Guaranty would reasonably
be expected to result in a material adverse tax consequence for the Borrower. In connection therewith, the Loan Parties shall give
notice to the Administrative Agent not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as
agreed to by the Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person. In
connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Secured Guarantor
to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b), (d), (e), (j) and 6.14
and such other documents or agreements as the Administrative Agent may reasonably request.


 




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6.14       Covenant to Give Security.


 


Except with respect
to Excluded Property:


 


(a)         Equity
Interests and Personal Property. Each Loan Party will cause the Pledged Equity and the Borrower will cause all of its tangible
and intangible personal property now owned or hereafter acquired by it to be subject at all times to a first priority, perfected
Lien (subject to Permitted Liens to the extent permitted by the Loan Documents) in favor of the Administrative Agent for the benefit
of the Secured Parties to secure the Secured Obligations pursuant to the terms and conditions of the Collateral Documents.


 


(b)         Reserved.


 


(c)         Landlord
Waivers. In the case of (i) each headquarter location of the Borrower, each other location where any significant administrative
or governmental functions are performed and each other location where the Borrower maintain any books or records (electronic or
otherwise) and (ii) any personal property Collateral located at any other premises leased by a Loan Party containing personal
property Collateral with a value in excess of $700,000 at any one location and $1,800,000 in the aggregate at all such locations,
the Borrower will provide the Administrative Agent with such estoppel letters, consents and waivers from the landlords on such
real property to the extent requested by the Administrative Agent (such letters, consents and waivers shall be in form and substance
reasonably satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory
to the Administrative Agent).


 


(d)          Accounts;
Account Control Agreements. At all times from and after the date that is ninety (90) days after the Closing Date, the Borrower
shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial
institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (a) deposit
accounts and securities accounts maintained with the Administrative Agent or another Lender, (b) deposit accounts that are maintained
at all times with depositary institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement,
(c) securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent
shall have received a Qualifying Control Agreement, (d) deposit accounts established solely as payroll, trust, benefit and
other zero balance accounts and such accounts are held at Banc of California, (e) other deposit accounts, so long as at any
time the balance in any such account does not exceed $75,000 and the aggregate balance in all such accounts does not exceed $250,000
and such accounts are held at Banc of California and (f) other deposit accounts, so long as at any time the balance in any such
account does not exceed $25,000 and the aggregate balance in all such accounts does not exceed $35,000 (the accounts described
in clauses (d) and (f), collectively, the “Excluded Accounts”).


 


(e)         Further
Assurances. At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments
and documents and take all such other action as the Administrative Agent may reasonably deem necessary to maintain in favor of
the Administrative Agent, for the benefit of the Secured Parties, Liens and insurance rights on the Collateral that are duly perfected
in accordance with the requirements of, or the obligations of the Loan Parties under, the Loan Documents and all applicable Laws.


 




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6.15       Further Assurances.


 


Promptly upon request
by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that
may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates,
assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require
from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest
extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights
or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain
the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder
and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties
the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other
instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party,
and cause each of its Subsidiaries to do so.


 


6.16       [Reserved].


 


6.17       Compliance
with Terms of Leaseholds. 


 


Make all payments and
otherwise perform all obligations in respect of all leases of real property to which the Borrower or any of its Subsidiaries is
a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such
leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and
cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so,
except, in any case, where the failure to do so, either individually or in the aggregate, would not be reasonably likely to have
a Material Adverse Effect.


 


6.18       Compliance
with Environmental Laws. 


 


Comply, and cause all
lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental
Laws and Environmental Permits, except, in any case, where the failure to do so, either individually or in the aggregate, would
not be reasonably likely to have a Material Adverse Effect; obtain and renew all Environmental Permits necessary for its operations
and properties; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other
action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements
of all Environmental Laws; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required
to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested
in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance
with GAAP.


 




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ARTICLE VII



NEGATIVE COVENANTS


 


Each of the Loan Parties
hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no Loan Party shall, nor
shall it permit any Subsidiary to, directly or indirectly:


 


7.01       Liens.


 


Create, incur, assume
or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the
following (the “Permitted Liens”):


 


(a)         Liens
pursuant to any Loan Document;


 


(b)         Liens
existing on the Closing Date and listed on Schedule 7.01 and any renewals, extensions or refinancings thereof, provided
that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except
as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any
renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);


 


(c)         Liens
for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(d)         Statutory
Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being
contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained
on the books of the applicable Person; provided that a reserve or other appropriate provision shall have been made therefor;


 


(e)         pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation, other than any Lien imposed by ERISA;


 


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


 


(g)         easements,
rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial
in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the applicable Person;


 


(h)         Liens
securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event
of Default under Section 8.01(h);


 


(i)         the
Existing Letter of Credit Obligations and other Liens securing Indebtedness permitted under Section 7.02(c); provided
that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the
Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired
on the date of acquisition;


 




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(j)         bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or
more accounts maintained by the Borrower or any of its Subsidiaries with any Lender, in each case in the ordinary course of business
in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank
with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure
(either directly or indirectly) the repayment of any Indebtedness;


 


(k)         Liens
arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary
shall in good faith be prosecuting an appeal or proceedings for review;


 


(l)         Any
interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any
Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased;


 


(m)         other
Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed the Threshold Amount, provided that
no such Lien shall extend to or cover any Collateral; and


 


(n)         precautionary
UCC financing statements filed with respect to any lease permitted by this Agreement.


 


7.02       Indebtedness.


 


Create, incur, assume
or suffer to exist any Indebtedness, except:


 


(a)         Indebtedness
under the Loan Documents;


 


(b)         the
Existing Letter of Credit and other Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any
refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased
at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable
amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing
commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of
or in connection with such refinancing, refunding, renewal or extension;


 


(c)         Indebtedness
in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within
the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness
at any one time outstanding shall not exceed $1,000,000;


 


(d)         Unsecured
Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a Subsidiary of the Borrower, which Indebtedness shall (i) to
the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative
Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (ii) be on terms (including
subordination terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section
7.03 (“Intercompany Debt”);


 




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(e)         Guarantees
of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor;


 


(f)         unsecured
Indebtedness not contemplated by the above provisions in an aggregate principal amount not to exceed $500,000 at any time outstanding;
provided that the Loan Parties are in Pro Forma Compliance with each of the financial covenants set forth in Section 7.11;
and


 


(g)          all
Indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired
by such Person;


 


(h)         (ii)
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently
(except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business (provided that
such Indebtedness is extinguished within ten (10) Business Days of incurrence and (ii) endorsements for collection or deposit in
the ordinary course of business;


 


(i)         any
subordinated Indebtedness that is subject to a subordination agreement in favor of Agent in form and substance reasonably satisfactory
to Agent and not in excess of $500,000 unless otherwise agreed by the Agent and the Required Lenders;


 


(j)         contingent
obligations in the ordinary course of business arising under indemnity provisions in Contractual Obligations; and


 


(k)         unsecured
trade payables in the ordinary course of business and payable on normal trade terms and not otherwise prohibited by the terms of
this Agreement.


 


7.03       Investments.


 


Make or hold any Investments,
except:


 


(a)         Investments
held by the Borrower and its Subsidiaries in the form of cash or Cash Equivalents;


 


(b)         advances
to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $50,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;


 


(c)         (i) Investments
by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments
by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are
not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Event of Default has occurred and
is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan
Parties, including, without limitation, the India Subsidiary in an aggregate amount invested from the date hereof not to exceed
$750,000 per fiscal year;


 




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(d)         Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors to the extent reasonably necessary in order to prevent or limit loss;


 


(e)         Guarantees
permitted by Section 7.02;


 


(f)         Investments
existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03;


 


(g)         Permitted
Acquisitions;


 


(h)         other
Investments not contemplated by the above provisions not exceeding $250,000 in the aggregate in any fiscal year of the Borrower;
and


 


(i)         Dispositions
permitted by Section 7.05 and any transfer expressly excluded from the definition of “Disposition” herein.


 


7.04       Fundamental Changes.


 


Merge, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists
or would result therefrom:


 


(a)         any
Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to
another Loan Party;


 


(b)         any
Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the
nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; and


 


(c)         so
long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may
merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided,
however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the
Borrower is a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan Party
(other than the Borrower) is a party, such Loan Party is the surviving Person.


 


7.05       Dispositions.


 


Make any Disposition
or enter into any agreement to make any Disposition, except:


 


(a)         Permitted
Transfers;


 


(b)         Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;


 


(c)         Dispositions
of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such
replacement property;


 




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(d)         Dispositions
permitted by Section 7.04 and any transfer expressly excluded from the definition of “Disposition” herein;


 


(e)         other
Dispositions so long as (i) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously
with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of,
(ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 7.14,
(iii) such transaction does not involve the sale or other disposition of a minority Equity Interests in any Subsidiary, (iv) such
transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other
property concurrently being disposed of in a transaction otherwise permitted under this Section, and (v) the aggregate net
book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions
occurring after the Closing Date shall not exceed $250,000 in the aggregate during any fiscal year;


 


(f)         the
use and disposition of Cash or Cash Equivalents to the extent not otherwise prohibited by this Agreement or the other Loan Documents;


 


(g)          the
disposition of accounts or payment intangibles (each as defined in the UCC) resulting from the compromise or settlement thereof
in the ordinary course of business for less than the full amount thereof;


 


(h)          the
license or sublicense, to third parties in arm’s length commercial transactions in the ordinary course of business to the
extent that the same does not interfere in any material respect with the business and operations of such Person;


 


(i)         the
swap or exchange of any property in the ordinary course of business for reasonably equivalent consideration;


 


(j)          the
dissolution or winding down of any of the dormant or immaterial Subsidiaries set forth on Schedule 7.05(j) by the Loan Parties
in their good faith business judgment; and


 


(k)         the
disposition of (i) the “uno.com” or “uno.net” domain names, and (ii) any of the other domain names of the
Loan Parties set forth on Schedule 7.05(k) by the Loan Parties in their good faith business judgment having a value in the
case of this clause (ii), not in excess of $750,000 in the aggregate.


 


7.06       Restricted Payments.


 


Declare or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, other than with
respect to Section 7.06(f) so long as no Event of Default shall have occurred and be continuing at the time of any action described
below or would result therefrom:


 


(a)         any
Subsidiary of any Loan Party may make Restricted Payments to any Loan Party other Loan Party;


 


(b)         [reserved];


 




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(c)         the
Borrower may make Permitted Distributions;


 


(d)         the
Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests
of such Person;


 


(e)         payments
on subordinated indebtedness in accordance with the terms of the applicable subordination agreement;


 


(f)         the
Borrower and the other Loan Parties may make Permitted Tax Distributions to the Parent and/or Ultimate Parent; and


 


(g)          the
Borrower and other Loan Parties may make payments to the Parent and/or Ultimate Parent pursuant to the terms of the shared services
arrangements and other similar transactions contemplated by Section 7.08(b).


 


For the avoidance
of doubt, the Borrower and the other Loan Parties may make Permitted Tax Distribution without regard to any Event of Default.


 


7.07       Change in Nature of Business.


 


Engage in any material
line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date
hereof or any business substantially related or incidental thereto.


 


7.08       Transactions with Affiliates.


 


Enter into or permit
to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) transactions
which are entered into in the ordinary course of such Person’s business on fair and reasonable terms and conditions substantially
as favorable to such Person as would be obtainable by it in a comparable arm’s length transaction with a Person other than
an officer, director or Affiliate; and (b) shared services arrangements and other similar transactions entered into after the Closing
Date, by and among the Loan Parties, the Parent and/or the Ultimate Parent, and which are described in summary form on Schedule
7.08, as in existence on the Closing Date or as the same Schedule 7.08 may be updated from time to time in a manner acceptable
to the Administrative Agent.


 


7.09       Burdensome Agreements.


 


Enter into, or permit
to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts
the ability of any such Person to (i) to act as a Loan Party; (ii) make Restricted Payments to any Loan Party, (iii) pay
any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or
(v)  create any
Lien upon any of their properties or assets, whether now owned or hereafter acquired, except,
in the case of clause (a)(v) only, for any document or instrument governing Indebtedness incurred pursuant to
Section 7.02(c) or (i), and/or any Permitted Lien, provided that any such restriction contained therein relates only to
the asset or assets constructed or acquired in connection therewith,
or (b) requires the grant of any Lien
on property for any obligation if a Lien on such property is given as security for the Secured Obligations, except for any
Permitted Lien.


 




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7.10       Use of Proceeds.


 


Use the proceeds of
any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry
margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying
margin stock or to refund indebtedness originally incurred for such purpose.


 


7.11       Financial Covenants.


 


(a)         Consolidated
Total Funded Debt Ratio1. Permit the Consolidated Total Funded Debt Ratio as of the end of any Measurement Period
ending as of the end of any fiscal quarter of the Borrower set forth below to be greater than the ratio set forth below opposite
such period:


 


	Measurement Period Ending	 	Maximum

Consolidated Total

Funded Debt Ratio
	 	 	 
	Closing Date through December 31, 2017	 	1.00:1.00
	 	 	 
	March 31, 2018 through December 31, 2018	 	0.75:1.00
	 	 	 
	March 31 2019 and each fiscal quarter thereafter	 	0.50:1.00


 


(b)         Consolidated
Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any Measurement Period ending
as of the end of any fiscal quarter of the Borrower set forth below to be less than 2.00:1.00.


 


(c)         Equity Cure.
In the event the Borrowers fail to comply with any covenant contained in Sections 7.11(a) or (b) for any Measurement Period (any
such failure, a “Financial Covenant Default”), the Borrower shall have the right to cure the resulting Event
of Default on the following terms and conditions (the “Equity Cure Right”):


 


(i)         In the
event the Borrower desires to cure any Financial Covenant Default, the Borrower shall deliver to the Administrative Agent irrevocable
written notice of the Borrower’s intent to cure (a “Cure Notice”) no later than five (5) Business Days
after the earlier of (x) the date on which financial statements and a Compliance Certificate executed by an Responsible Officer
of Borrower for the applicable fiscal quarter are required to be delivered and (y) the date on which financial statements and a
Compliance Certificate for the applicable fiscal quarter were actually delivered. The Cure Notice shall set forth the calculation
of the amount of the Equity Cure Investment necessary to cure the applicable Financial Covenant Default pursuant to the terms hereof
(the “Financial Covenant Cure Amount”).


 





 






1 Note to Borrower – covenant levels and dates
of determination remain subject to credit approval


 




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(ii)         If
the Borrowers deliver a Cure Notice, Ultimate Parent shall, directly or indirectly, purchase Capital Stock of Borrower that is
not Disqualified Capital Stock or make a cash capital contribution to Borrower (collectively, an “Equity Cure Investment”)
in an amount equal to the Financial Covenant Cure Amount, no later than ten (10) Business Days after the earlier of (x) the date
on which financial statements and a Compliance Certificate for the applicable fiscal quarter are required to be delivered and (y)
the date on which financial statements and a Compliance Certificate for the applicable fiscal quarter were actually delivered.
The cash proceeds received by the Borrower from such purchases or contributions shall be deemed to increase Consolidated Adjusted
EBITDA on a dollar-for-dollar basis, and the amount of such increase may be included in a recalculation of the financial covenant(s)
giving rise to the Financial Covenant Default for the fiscal quarter immediately preceding such purchase or contribution, as applicable,
and, without duplication, for each of the following three fiscal quarters.


 


(iii)        The
Equity Cure Right shall not be exercised (x) in more than two fiscal quarters in any four consecutive fiscal quarter period or
(y) more than four times during the term of this Agreement, and the amount of any Equity Cure Investment shall be no greater than
the amount of Consolidated Adjusted EBITDA required to cause the Borrower to be in compliance with all financial covenants, and
any Financial Covenant Cure Amounts shall not exceed $1,000,000 per each occurrence or $2,000,000 in the aggregate after the Closing
Date.


 


(iv)       Upon
timely receipt by the Borrower of the cash proceeds from the Equity Cure Investment, and the immediate application of 100% of the
proceeds thereof as a mandatory prepayment of the outstanding Revolving Loans (which prepayment shall be accompanied by a permanent
reduction of the Revolver Commitment in the amount of the Equity Cure Investment), the applicable Financial Covenant Default shall
be deemed cured.


 


(v)        Any
Loans prepaid with the proceeds of an Equity Cure Investment shall be deemed outstanding for the purposes of determining compliance
with the financial covenants for the fiscal quarter being cured and the next three fiscal quarters.


 


7.12       [Reserved].


 


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



 


(a)         Amend
any of its Organization Documents in any manner adverse to the Administrative Agent or the Lenders;


 


(b)         change
its fiscal year;


 


(c)         without
providing ten (10) days prior written notice to the Administrative Agent (or such extended period of time as agreed to by the Administrative
Agent), change its name, state of formation, form of organization or principal place of business; or


 


(d)         make
any change in accounting policies or reporting practices, except as required by GAAP.


 


7.14       Sale and Leaseback Transactions.



 


Enter into any Sale and Leaseback Transaction.


 




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7.15       Prepayments, Etc. of Indebtedness.


 


Prepay, redeem, purchase,
defease or otherwise satisfy or obligate itself to do so prior to the scheduled maturity thereof in any manner (including by the
exercise of any right of setoff), or make any payment in violation of any subordination, standstill or collateral sharing terms
of or governing any Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this
Agreement, (b) regularly scheduled or required repayments or redemptions of Indebtedness under the Indebtedness set forth
in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(b) and (c) as
may be permitted by the terms of any subordination agreement in favor of the Administrative Agent.


 


7.16       [Reserved].


 


7.17       [Reserved].


 


7.18       Sanctions.


 


Directly or indirectly,
use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension
or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated
Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation
by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer,
Swingline Lender, or otherwise) of Sanctions.


 


ARTICLE VIII



EVENTS OF DEFAULT AND REMEDIES


 


8.01       Events of Default.


 


Any of the following
shall constitute an Event of Default:


 


(a)         Non-Payment.
The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any
Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within three (3)
days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within
five (5) days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or


 


(b)         Specific
Covenants. (i) Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section
6.01, 6.02, 6.03, 6.05, 6.08, 6.11, Article VII or Article X or (ii) any of the Loan Parties fails to perform or observe any
term, covenant or agreement contained in Sections 3 or 4 of the Security Agreement; or (ii) Any Loan Party fails to perform or
observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.10 or 6.12 and such failure remains un-remedied
for a period of ten (10) days; or


 


(c)         Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b)
above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days;
or


 




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(d)         Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the
Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith
(in each case other than forecasted, forward-looking information and projections) shall be incorrect or misleading when made or
deemed made; or


 


(e)         Cross-Default.
(i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder
and Indebtedness under Swap Contracts and as may be required by the terms of any subordination agreement in favor of the Administrative
Agent) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all
creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe
or perform any other agreement or condition relating to any such Indebtedness or Guarantee having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit, the holder or holders
of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become
due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease
or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in
respect thereof to be demanded; (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap
Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof
is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract
as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination
Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or


 


(f)         Insolvency
Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part
of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues undischarged or unstayed for forty-five (45) calendar days;
or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted
without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is
entered in any such proceeding; or


 


(g)         Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability
or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar
process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or
fully bonded within thirty (30) days after its issue or levy; or


 




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(h)         Judgments.
There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment
of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered
by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified
of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments are entered that
have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case,
(A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten
(10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in
effect; or


 


(i)         ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected
to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or


 


(j)         Invalidity
of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations arising under the Loan Documents,
ceases to be in full force and effect in any material respect; or any Loan Party or any other Person contests in any manner the
validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability
or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document;
or


 


(k)         Change
of Control. There occurs any Change of Control; or


 


Without limiting the
provisions of Article VIII, if a Default shall have occurred under the Loan Documents, then such Default will continue to exist
until it either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly
waived by Administrative Agent (with the approval of requisite Appropriate Lenders (in their sole discretion) as determined in
accordance with Section 11.01; and once an Event of Default occurs under the Loan Documents, then such Event of Default will
continue to exist until it is expressly waived by the requisite Appropriate Lenders or by the Administrative Agent with the approval
of the requisite Appropriate Lenders, as required hereunder in Section 11.01.


 


8.02       Remedies upon Event of Default.


 


If any Event of Default
occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:


 


(a)         declare
the Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;


 


(b)         declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrower;


 




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(c)         require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto);
and


 


(d)         exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under
the Loan Documents or applicable Law or equity;


 


provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid
shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.


 


8.03       Application of Funds.


 


After the exercise
of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02) or if at any
time insufficient funds are received by and available to the Administrative Agent to pay fully all Secured Obligations then due
hereunder, any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15,
be applied by the Administrative Agent in the following order:


 


First,
to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including the
reasonable and documented out-of-pocket fees, charges and disbursements of external counsel to the Administrative Agent and amounts
payable under Article III) payable to the Administrative Agent in its capacity as such;


 


Second,
to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest
and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including, if reimbursable hereunder, the fees, charges and
disbursements of external counsel to the respective Lenders and the L/C Issuer arising under the Loan Documents and amounts payable
under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and accrued and unpaid
interest on the Loans, L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders
and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations
then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuer, the
Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;


 


Fifth,
to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised
of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to
Sections 2.03 and 2.14; and


 




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Last,
the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise
required by Law.


 


Subject to Sections 2.03(c)
and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other
Secured Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall
not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to
payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section.


 


Notwithstanding the foregoing, Secured
Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application
described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting
documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may
be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding
sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant
to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.


 


ARTICLE IX



ADMINISTRATIVE AGENT


 


9.01       Appointment and Authority.


 


(a)         Appointment.
Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes Banc of California to act on its
behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take
such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit
of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights
as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent”
herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such
term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting
parties.


 


(b)         Collateral
Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of
the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby
irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes
of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured
Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative
Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent
pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under
the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall
be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such
co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in
full herein with respect thereto.


 




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9.02       Rights as a Lender.


 


The Person serving
as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities
of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial,
advisory, underwriting or other business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent
of the Lenders with respect thereto.


 


9.03       Exculpatory Provisions.


 


The Administrative
Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its
duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent
and its Related Parties:


 


(a)         shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(b)         shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document
or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor
Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
Debtor Relief Law; and


 


(c)         shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall
not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated
to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


Neither the Administrative
Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in
connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the
consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or
as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01
and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction
by final and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all
Lenders. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such
Default is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.


 




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Neither the Administrative
Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain
or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions
set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness
of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority
of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent.


 


9.04       Reliance by Administrative
Agent.


 


The Administrative
Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon,
any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or
by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur
any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance,
extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the
L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the
Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such
Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for
the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with
the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objections.


 


9.05       Delegation of Duties.


 


The Administrative
Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as Administrative
Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent
that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with
gross negligence or willful misconduct in the selection of such sub-agents.


 




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9.06       Resignation of Administrative
Agent.


 


(a)         Notice.
The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor,
which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.
If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty
(30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the
Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall
not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications
set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such
notice on the Resignation Effective Date.


 


(b)         Effect
of Resignation. With effect from the Resignation Effective Date (i) the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security
held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative
Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except
for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and
determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the
L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for
above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than as provided
in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as
of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom
as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s
resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue
in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative
Agent.


 


(c)         L/C
Issuer and Swingline Lender. Any resignation by Banc of California as Administrative Agent pursuant to this Section shall also
constitute its resignation as L/C Issuer and Swingline Lender. If Banc of California resigns as an L/C Issuer, it shall retain
all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as
of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require
the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Banc
of California resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect
to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the
Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the
appointment by the Borrower of a successor L/C Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender
other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring L/C Issuer or Swingline Lender, as applicable, (ii) the retiring L/C Issuer and Swingline Lender
shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the
successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of
such succession or make other arrangements satisfactory to Banc of California to effectively assume the obligations of Banc of
California with respect to such Letters of Credit.


 




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9.07       Non-Reliance on Administrative
Agent and Other Lenders.


 


Each Lender and the
L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any
of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information
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.


 


9.08         No Other Duties, Etc.


 


Anything herein to
the contrary notwithstanding, none of the titles listed on the cover page hereof shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a
Lender or the L/C Issuer hereunder.


 


9.09       Administrative Agent May File
Proofs of Claim; Credit Bidding.


 


In case of the pendency
of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled
and empowered, by intervention in such proceeding or otherwise:


 


(a)         to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09,
2.10(b) and 11.04) allowed in such judicial proceeding; and


 




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(b)         to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any
other amounts due the Administrative Agent under Sections 2.09, 2.10(b) and 11.04.


 


Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights
of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C
Issuer or in any such proceeding.


 


The Loan Parties and
the Secured Parties hereby irrevocably authorize the Administrative Agent, based upon the instruction of the Required Lenders,
to (a) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles) all or any
portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including
under Section 363 of the Bankruptcy Code of the United States or any similar Laws in any other jurisdictions to which a Loan
Party is subject, or (b) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles)
all or any portion of the Collateral at any other sale or foreclosure conducted by (or with the consent or at the direction of)
the Administrative Agent (whether by judicial action or otherwise) in accordance with applicable Law. In connection with any such
credit bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid
on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims being estimated for such purpose
if the fixing or liquidation thereof would not unduly delay the ability of the Administrative Agent to credit bid and purchase
at such sale or other disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability
of the Administrative Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest
in the asset or assets purchased by means of such credit bid) and the Secured Parties whose Secured Obligations are credit bid
shall be entitled to receive interests (ratably based upon the proportion of their Secured Obligations credit bid in relation to
the aggregate amount of Secured Obligations so credit bid) in the asset or assets so purchased (or in the Equity Interests of the
acquisition vehicle or vehicles that are used to consummate such purchase). Except as provided above and otherwise expressly provided
for in this Agreement, in the other Loan Documents or in the other Collateral Documents, the Administrative Agent will not execute
and deliver a release of any Lien on any Collateral. Upon request by the Administrative Agent or the Borrower at any time, the
Secured Parties will confirm in writing the Administrative Agent’s authority to release any such Liens on particular types
or items of Collateral pursuant to this Section 9.09.


 


9.10       Collateral and Guaranty Matters.


 


Each of the Lenders
(including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize
the Administrative Agent, at its option and in its discretion,


 


(a)         to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility
Termination Date, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection
with any sale or other disposition permitted hereunder or under any other Loan Document or Collateral Document, or (iii) if
approved, authorized or ratified in writing by the Required Lenders in accordance with Section 11.01;


 




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(b)         to
subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any
Lien on such property that is permitted by Section 7.01(i); and


 


(c)         to
release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction
permitted under the Loan Documents.


 


Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release
or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s
expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence
the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate
its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with
the terms of the Loan Documents and this Section 9.10.


 


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 for any failure to monitor or maintain any portion of the Collateral.


 


9.11       Secured Cash Management Agreements
and Secured Hedge Agreements.


 


Except as otherwise
expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the
Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any
action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the
Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification
of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case,
only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary,
the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made
with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the
extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured
Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management
Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other
satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements
and Secured Hedge Agreements in the case of a Facility Termination Date.


 




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ARTICLE X



CONTINUING GUARANTY


 


10.01     Guaranty.


 


Each Secured Guarantor
hereby absolutely and unconditionally, jointly and severally guarantees, as a guaranty of payment and performance and not merely
as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand
or otherwise, and at all times thereafter, of any and all Obligations and Additional Secured Obligations (for each Secured Guarantor,
subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed
Obligations of a Secured Guarantor shall exclude any Excluded Swap Obligations with respect to such Secured Guarantor and (b) the
liability of each Secured Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to
the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code
of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records
showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each
Secured Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not
be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement
evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any
collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense
to the obligations of the Secured Guarantors, or any of them, under this Guaranty, and each Secured Guarantor hereby irrevocably
waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, in each case, except
for the defense of payment of the Obligations in full and the occurrence of the Facility Termination Date.


 


10.02    Rights of Lenders.


 


Each Secured Guarantor
consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting
the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise
change the time for payment or the terms of the Secured Obligations or any part thereof; (b) take, hold, exchange, enforce,
waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations;
(c) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the
Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors
of any of the Secured Obligations. Without limiting the generality of the foregoing, each Secured Guarantor consents to the taking
of, or failure to take, any action which might in any manner or to any extent vary the risks of such Secured Guarantor under this
Guaranty or which, but for this provision, might operate as a discharge of such Secured Guarantor.


 


10.03     Certain Waivers.


 


Each Secured Guarantor
waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the
cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any
other Loan Party; (b) any defense based on any claim that such Secured Guarantor’s obligations exceed or are more burdensome
than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Secured Guarantor’s
liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any
security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit
of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent
permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability
of or exonerating guarantors or sureties, in each case, except for the defense of payment of the Obligations in full and the occurrence
of the Facility Termination Date. Each Secured Guarantor expressly waives all setoffs and counterclaims and all presentments, demands
for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all
other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance
of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Each Secured Guarantor waives
any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§
2899 and 3433 of the California Civil Code.


 




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10.04     Obligations Independent.


 


The obligations of
each Secured Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations
and the obligations of any other guarantor, and a separate action may be brought against each Secured Guarantor to enforce this
Guaranty whether or not the Borrower or any other person or entity is joined as a party.


 


10.05     Subrogation.


 


No Secured Guarantor
shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments
it makes under this Guaranty until all of the Secured Obligations and any amounts payable under this Guaranty have been indefeasibly
paid and performed in full and the Commitments and the Facilities are terminated. If any amounts are paid to a Secured Guarantor
in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall
forthwith be paid to the Administrative Agent to reduce the amount of the Secured Obligations, whether matured or unmatured.


 


10.06     Termination; Reinstatement.


 


This Guaranty is a
continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect
until the Facility Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be
revived, as the case may be, if any payment by or on behalf of the Borrower or a Secured Guarantor is made, or any of the Secured
Parties exercises its right of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or
any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant
to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or
such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless
of any prior revocation, rescission, termination or reduction. The obligations of each Secured Guarantor under this paragraph shall
survive termination of this Guaranty.


 


10.07     Stay of Acceleration.


 


If acceleration of
the time for payment of any of the Secured Obligations is stayed, in connection with any case commenced by or against a Secured
Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Secured
Guarantor, jointly and severally, immediately upon demand by the Secured Parties.


 




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10.08     Condition of Borrower.


 


Each Secured Guarantor
acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any
other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other
guarantor as such Secured Guarantor requires, and that none of the Secured Parties has any duty, and such Secured Guarantor is
not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial
condition of the Borrower or any other guarantor (each Secured Guarantor waiving any duty on the part of the Secured Parties to
disclose such information and any defense relating to the failure to provide the same).


 


10.09     Appointment of Borrower.


 


Each of the Secured
Guarantors hereby appoints the Borrower to act as its agent for all purposes of this Agreement and the other Loan Documents and
agrees that (a) the Borrower may execute such documents on behalf of such Secured Guarantor as the Borrower deems appropriate
in its sole discretion and each Secured Guarantor shall be obligated by all of the terms of any such document executed on its behalf,
(b) any notice or communication delivered by the Administrative Agent or the Lender to the Borrower shall be deemed delivered
to each Secured Guarantor and (c) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any document,
instrument or agreement executed by the Borrower on behalf of each Secured Guarantor.


 


10.10     Right of Contribution.


 


The Secured Guarantors
agree among themselves that, in connection with payments made hereunder, each Secured Guarantor shall have contribution rights
against the other Secured Guarantors as permitted under applicable Law.


 


10.11    Keepwell.


 


Each Loan Party that
is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified
Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and
irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation
as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect
of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without
rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable Law
relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of
each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly
paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute,
a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified
Loan Party for all purposes of the Commodity Exchange Act.


 




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ARTICLE XI



MISCELLANEOUS


 


11.01     Amendments, Etc.


 


No amendment or waiver
of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party,
as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver
or consent shall:


 


(a)         in
the case of the initial Credit Extension, waive any condition set forth in Section 4.01, without the written consent of each Lender;


 


(b)         waive
any condition set forth in Section 4.02 as to any Credit Extension under the Revolving Facility from and after the initial Credit
Extension without the written consent of the Required Revolving Lenders;


 


(c)         extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written
consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any Default
or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);


 


(d)         postpone
any date fixed by this Agreement or any other Loan Document for (i) any payment (excluding mandatory prepayments) of principal,
interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written
consent of each Lender entitled to such payment or (ii) any scheduled reduction of any Facility hereunder or under any other
Loan Document without the written consent of each Appropriate Lender; provided, however, that only the consent of
the Required Lenders shall be necessary to postpone or rescind any obligation of the Borrower to pay interest or Letter of Credit
Fees at the Default Rate;


 


(e)         reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the third
proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document, or change the
manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable
Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent
of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be
necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest
or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein)
even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee
payable hereunder;


 


(f)         change
(i) Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent
of each Lender or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities
from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(b), respectively, in any manner
that materially and adversely affects the Lenders under a Facility without the written consent of the Required Revolving Lenders
or (iii) 2.12(f) in a manner that would alter the pro rata application required thereby without the written consent of each
Lender directly affected thereby;


 




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(g)         change
any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision of any Loan Document
specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder
or make any determination or grant any consent hereunder, without the written consent of each Lender;


 


(h)         release
all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of
each Lender;


 


(i)         release
all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release
of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative
Agent acting alone);


 


(j)         release
the Borrower or permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan
Documents without the consent of each Lender; or


 


(k)         impose
any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the written consent
of the Required Lenders;


 


and provided, further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required
above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender
in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required
above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the
Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding
anything to the contrary herein, (A) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver
or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected
Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other
than Defaulting Lenders), except that (1) the Commitment of any Defaulting Lender may not be increased or extended without
the consent of such Lender and (2) any waiver, amendment or modification requiring the consent of all Lenders or each affected
Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately
adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (B) each Lender is entitled
to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that
the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions
set forth herein and (C) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral
in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.


 




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Notwithstanding anything to the contrary
herein the Administrative Agent may, with the prior written consent of the Borrower only, amend, modify or supplement this Agreement
or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 


If any Lender does not consent to a proposed
amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been
approved by the Required Lenders, the Borrower may replace such Non-Consenting Lender in accordance with Section 11.13; provided
that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together
with all other such assignments required by the Borrower to be made pursuant to this paragraph).


 


11.02    Notices; Effectiveness; Electronic
Communications.


 


(a)         Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax transmission or e-mail transmission
as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:


 


(i)         if to
the Borrower or any other Loan Party, the Administrative Agent, the L/C Issuer or the Swingline Lender, to the address, fax number,
e-mail address or telephone number specified for such Person on Schedule 1.01(a); and


 


(ii)         if
to any other Lender, to the address, fax number, e-mail address or telephone number specified in its Administrative Questionnaire
(including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then
in effect for the delivery of notices that may contain material non-public information relating to the Borrower).


 


Notices and
other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have
been given when received; notices and other communications sent by (fax transmission or e-mail transmission shall be deemed to
have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been
given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through
electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).


 


(b)         Electronic
Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished
by electronic communication (including e-mail address and Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to
Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication. The Administrative Agent, the Swingline Lender, the L/C Issuer
or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
For the avoidance of doubt, notices delivered pursuant to Section 2.02(a) hereof in connection with conversion or continuation
of any Borrowing may be made by electronic mail and need not include an executed signature; provided that such electronic
notice shall be in a form reasonably acceptable to the Administrative Agent and from a Responsible Officer of the Borrower, which
Responsible Officer shall be covered by an incumbency certificate previously or concurrently delivered to the Administrative Agent.


 




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Unless the
Administrative Agent otherwise prescribes, (i) notices and other communications 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 address or other written acknowledgement), and (ii) notices or communications
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), if such notice, email or other communication
is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been
sent at the opening of business on the next business day for the recipient.


 


(c)         The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower,
any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission
of Borrower Materials or any other Information through the Internet, telecommunications, electronic or other information transmission
systems.


 


(d)         Change
of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender may change its address,
fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties
hereto. Each other Lender may change its address, fax number or telephone number or e-mail address for notices and other communications
hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender. In addition, each Lender
agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective
address, contact name, telephone number, fax number and e-mail address to which notices and other communications may be sent and
(ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one (1) individual
at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation
on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such
Public Lender’s compliance procedures and applicable Law, including United States federal and state securities Laws, to make
reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform
and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States
federal or state securities laws.


 




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(e)         Reliance
by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled
to rely and act upon any notices (including telephonic or electronic Loan Notices, Letter of Credit Applications and Swingline
Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof,
as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent,
the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting
from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party, in each case, except to the
extent of the indemnified party’s own gross negligence or willful misconduct. All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.


 


11.03    No Waiver; Cumulative Remedies;
Enforcement.


 


No failure by any Lender,
the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power
or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and
provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided
by law.


 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall
not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swingline
Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender,
as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance
with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and
filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law;
and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent
pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso
and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available
to it and as authorized by the Required Lenders.


 




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11.04    Expenses; Indemnity; Damage
Waiver.


 


(a)         Costs
and Expenses. The Loan Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of external counsel for the Administrative
Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses
incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable and documented fees, charges and disbursements
of any external counsel for the Administrative Agent, any Lender or the L/C Issuer), (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of
Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring
or negotiations in respect of such Loans or Letters of Credit; provided, that the reimbursement under clause (iii) shall be limited
to the reasonable and documented out-of-pocket costs of one firm of counsel for the Administrative Agent (plus local counsel) and
one firm of counsel (plus local counsel) for the Lenders (and, in the case of an actual or perceived conflict of interest, of another
firm of counsel for such affected Lender or Administrative Agent, as applicable) and (if applicable and reasonably necessary) one
local counsel in each relevant material jurisdiction for Administrative Agent and one local counsel in each relevant material jurisdiction
for the Lenders).


 


(b)         Indemnification
by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and
the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all actual and documented out-of-pocket losses, claims, damages, liabilities
and related expenses (including the reasonable and documented fees, charges and disbursements of any external counsel for any Indemnitee
provided that the same shall be limited to the reasonable and documented out-of-pocket costs of one firm of counsel (plus local
counsel) to all Lenders (and, in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected
Lender) and (if applicable and reasonably necessary) and one firm of counsel (plus local counsel) to Administrative Agent and (if
applicable and reasonably necessary) one local counsel in each relevant material jurisdiction for all Lenders and one local counsel
in each relevant material jurisdiction for Administrative Agent and, solely in the case of a conflict of interest between Lenders,
one additional primary counsel and (if applicable and reasonably necessary) one local counsel in each relevant material jurisdiction
for each group of affected Lenders similarly situated and taken as a whole), incurred by any Indemnitee or asserted against any
Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby
or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of
the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its
Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed
in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal
by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand
do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability
related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third
party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders
or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee, or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee
for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such
Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction
or (z) arise out of any claim, litigation, investigation or proceeding brought by such Indemnitee solely against another Indemnitee
(other than any claim, litigation, investigation or proceeding that is brought by or against Administrative Agent, acting in its
capacity as Administrative Agent) that does not involve any act or omission of a Loan Party. Without limiting the provisions of
Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim.


 




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(c)         Reimbursement
by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a)
or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline
Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s
share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim
asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that,
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as
such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C
Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c)
are subject to the provisions of Section 2.12(d).


 


(d)         Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no party hereto shall assert, and each party
hereto hereby waives, and acknowledges that no other Person shall have, any claim against any 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,
the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee
referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information
or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee
as determined by a final and nonappealable judgment of a court of competent jurisdiction.


 




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(e)         Payments.
All amounts due under this Section shall be payable not later than twenty (20) days after demand therefor.


 


(f)         Survival.
The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative
Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Commitments and
the repayment, satisfaction or discharge of all the other Obligations.


 


11.05    Payments Set Aside.


 


To the extent that
any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative
Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally
agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from
or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a
rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under
clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.


 


11.06    Successors and Assigns.


 


(a)         Successors
and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither the Borrower
nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of the Administrative Agent and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation
in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by
any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided
in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)         Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement and the other Loan Documents (including all or a portion of its Commitment(s) and the Loans (including for purposes
of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided
that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions:


 




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(i)         Minimum
Amounts.


 


(A)         in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and/or the
Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds
that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment
to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


 


(B)         in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption,
as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Facility, unless
each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed).


 


(ii)         Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement and the other Loan Documents with respect to the Loans and/or the Commitment assigned,
except that this clause (ii) shall not apply to the Swingline Lender’s rights and obligations in respect of Swingline
Loans.


 


(iii)         Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section
and, in addition the following consents shall also be required:


 


(A)         the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of
Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate
of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice
thereof;


 


(B)         the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments
in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender, an Affiliate of a Lender or an Approved
Fund; and


 


(C)         the
consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of the Revolving Facility.


 


(iv)         Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative
Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee,
if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 




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(v)         No
Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates
or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person, (D) to any Person if
such Person would be entitled to receive any greater payment under Section 3.01 or Section 3.04, with respect to such assigned
rights and obligations, than the Lender from whom it acquired the applicable rights and obligations would have been entitled to
receive, or (E) the Persons set forth on Schedule 11.06(b) as of the Closing Date and their respective Affiliates.


 


(vi)         Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to
the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (B) acquire (and fund
as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance
with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any
Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph,
then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs.


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04,
3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided,
that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon
request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this subsection 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 subsection (d)
of this Section.


 




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(c)         Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent
thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error,
and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by
the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(d)         Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations
and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance
of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations.


 


Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees
that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations
therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e)
shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to
the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not
be entitled to receive any greater payment under Sections 3.01, 3.04 or 3.05, with respect to any participation, than the Lender
from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to
receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.
Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate
with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that
such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall,
acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each
Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations
under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation
to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating
to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document)
to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit
or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. 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.


 




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(e)         Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note or Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(f)         Resignation
as L/C Issuer or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time
Banc of California assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Banc of California
may, (i) upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty
(30) days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as L/C Issuer or Swingline
Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder;
provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of
Banc of California as L/C Issuer or Swingline Lender, as the case may be. If Banc of California resigns as L/C Issuer, it shall
retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding
as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If
Banc of California resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with
respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require
the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c).
Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (A) such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (B) the
successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of
such succession or make other arrangements satisfactory to Banc of California to effectively assume the obligations of Banc of
California with respect to such Letters of Credit.


 




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11.07    Treatment of Certain Information;
Confidentiality.


 


(a)         Treatment
of Certain Information. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates and to its Related Parties
(it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information
and will agree to keep such Information confidential on substantially the same terms as the terms hereof), (ii) to the extent
required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including
any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required
by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) to
the extent reasonably necessary in connection with the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement
or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which
payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (vii) on a
confidential basis to (A) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities
provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of
CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, or (viii) with the consent
of the Borrower or to the extent such Information (1) becomes publicly available other than as a result of a breach of this
Section or (2) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates
on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means
all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential
basis prior to disclosure by the Borrower or any Subsidiary. Any Person required to maintain the confidentiality of Information
as provided in this Section 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.


 


(b)         Non-Public
Information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (i) the Information may
include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (ii) it has developed
compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public
information in accordance with applicable Law, including United States federal and state securities Laws.


 


(c)         Press
Releases. The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public
disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement
or any of the Loan Documents without the prior written consent of the Administrative Agent (such consent not to be unreasonably
withheld, conditioned or delayed), unless (and only to the extent that) the Loan Parties or such Affiliate is required to do so
under law and then, in any event the Loan Parties or such Affiliate will consult with such Person before issuing such press release
or other public disclosure.


 


(d)         Customary
Advertising Material. The Loan Parties consent to the publication by the Administrative Agent or any Lender of customary advertising
material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties.


 




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11.08    Right of Setoff.


 


If an Event of Default
shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower
or any other Loan Party against any and all of the Obligations of the Borrower or such Loan Party now or hereafter existing and
then due and owing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates,
irrespective of whether or not such Lender, the L/C Issuer or Affiliate shall have made any demand under this Agreement or any
other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured, secured or
unsecured, or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate
holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise
any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further
application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting
Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders,
and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail
the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender,
the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees
to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to
give such notice shall not affect the validity of such setoff and application.


 


11.09    Interest Rate Limitation.


 


Notwithstanding anything
to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to
the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the
extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather
than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread
in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


11.10    Counterparts; Integration;
Effectiveness.


 


This Agreement and
each of the other Loan Documents may be executed in counterparts (and by different parties hereto in 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 or the L/C
Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document, or any certificate delivered
thereunder, by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery
of a manually executed counterpart of this Agreement or such other Loan Document or certificate. Without limiting the foregoing,
to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document,
upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed
counterpart.


 




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11.11    Survival of Representations
and Warranties.


 


All representations
and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


 


11.12    Severability.


 


If any provision of
this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. Without limiting the foregoing provisions of this Section, if and to the extent that the enforceability
of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good
faith by the Administrative Agent, the L/C Issuer or the Swingline Lender, as applicable, then such provisions shall be deemed
to be in effect only to the extent not so limited.


 


11.13     Replacement of Lenders.


 


If the Borrower is
entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting
Lender, or if any Lender demands payment under Sections 3.01, 3.04 or 3.05, or if any other circumstance exists hereunder that
gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights
(other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the
related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided that:


 


(a)         the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);


 


(b)         such
Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees)
or the Borrower (in the case of all other amounts);


 




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(c)         in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)         such
assignment does not conflict with applicable Laws; and


 


(e)         in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


A Lender shall not
be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 


11.14     Governing Law; Jurisdiction;
Etc.


 


(a)         GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND
ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.


 


(b)         SUBMISSION
TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY
ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE,
AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF CALIFORNIA
SITTING IN THE COUNTY OF LOS ANGELES AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF CALIFORNIA, AND ANY APPELLATE
COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS
AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT
A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT
ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 




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(c)         WAIVER
OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(d)         SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.


 


11.15    Waiver of Jury Trial.


 


EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


IN THE EVENT ANY LEGAL
PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”) BY OR AGAINST ANY PARTY HERETO IN CONNECTION
WITH ANY CLAIM AND THE WAIVER SET FORTH ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING, THE PARTIES HERETO AGREE AS FOLLOWS:


 


WITH THE EXCEPTION
OF THE MATTERS SPECIFIED IN THE IMMEDIATELY SUCCEEDING PARAGRAPH BELOW, ANY CLAIM SHALL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING
IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES INTEND THIS GENERAL
REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE. VENUE FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF LOS ANGELES, CALIFORNIA.


 




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THE FOLLOWING MATTERS
SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL
PROPERTY, (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C) APPOINTMENT OF A RECEIVER, AND (D) TEMPORARY,
PROVISIONAL, OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS, OR PRELIMINARY
INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED
IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY PARTY TO PARTICIPATE IN A REFERENCE PROCEEDING
PURSUANT TO THIS AGREEMENT WITH RESPECT TO ANY OTHER MATTER.


 


UPON THE WRITTEN REQUEST
OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES DO NOT AGREE UPON
A REFEREE WITHIN 10 DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO REQUEST THE COURT TO APPOINT A REFEREE
PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B). THE REFEREE SHALL BE APPOINTED TO SIT WITH ALL OF THE POWERS PROVIDED
BY LAW. PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE THE POWER TO ISSUE TEMPORARY OR PROVISIONAL REMEDIES.


 


EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED INCLUDING THE
TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT TO THE COURSE
OF THE REFERENCE PROCEEDING. ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT
A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, A COURT REPORTER SHALL BE USED
AND THE REFEREE SHALL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL HAVE THE OBLIGATION TO
ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE’S FEES, SHALL ULTIMATELY
BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.


 


THE REFEREE MAY REQUIRE
ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY
IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE IN
PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA.


 




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THE REFEREE SHALL APPLY
THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE
WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE
ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT. THE REFEREE SHALL
REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW. THE REFEREE SHALL ISSUE A
DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE’S DECISION SHALL BE ENTERED BY THE
COURT AS A JUDGMENT IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE FINAL JUDGMENT OR ORDER FROM ANY APPEALABLE
DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT.


 


THE PARTIES RECOGNIZE
AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY A
JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY HERETO KNOWINGLY
AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM THAT
ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.


 


11.16    Subordination.


 


Each Loan Party (a
“Subordinating Loan Party”) hereby subordinates the payment of all obligations and indebtedness of any other
Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other
Loan Party to the Subordinating Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s
performance under this Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Secured Parties so request,
any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance
received by the Subordinating Loan Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to the
Secured Parties on account of the Secured Obligations, but without reducing or affecting in any manner the liability of the Subordinating
Loan Party under this Agreement. Without limitation of the foregoing, so long as no Event of Default has occurred and is continuing,
the Loan Parties may make and receive payments with respect to Intercompany Debt; provided, that in the event that any Loan
Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section, such payment shall
be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request,
to the Administrative Agent.


 


11.17    No Advisory or Fiduciary
Responsibility.


 


In connection with
all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’
understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative
Agent and any Affiliate thereof, the Arranger and the Lenders are arm’s-length commercial transactions between the Borrower,
each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and, as applicable, its Affiliates
and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the “Lenders”), on
the other hand, (ii) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and
tax advisors to the extent it has deemed appropriate, and (iii) the Borrower and each other Loan Party is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents;
(b) (i) the Administrative Agent and its Affiliates and each Lender each is and has been acting solely as a principal
and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor,
agent or fiduciary, for Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (ii) neither
the Administrative Agent, any of its Affiliates nor any Lender has any obligation to the Borrower, any other Loan Party or any
of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents; and (c) the Administrative Agent and its Affiliates and the Lenders may be engaged
in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their
respective Affiliates, and neither the Administrative Agent, any of its Affiliates nor any Lender has any obligation to disclose
any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted
by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative
Agent, any of its Affiliates or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection
with any aspect of any transactions contemplated hereby.


 




    	 	127	 



     


    

 


11.18    Electronic Execution of Assignments
and Certain Other Documents.


 


The words “execute,”
“execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption
or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures,
the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent,
or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, California’s
Uniform Electronic Transactions Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


11.19    USA PATRIOT Act Notice.


 


Each Lender that is
subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
the Borrower and the other Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies
each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. The Borrower and the
Loan Parties agree to, promptly following a request by the Administrative Agent or any Lender, provide all such other documentation
and information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable
“know your customer” and anti-money laundering rules and regulations, including the Act.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK.]


 




    	 	128	 



     


    

 


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


 


	BORROWER:	 	UNITED ONLINE, INC.,
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	/s/Phillip J. Ahn
	 	 	Name:	Phillip J. Ahn
	 	 	Title:	Chief Financial Officer


 




     


     


    

  


	SECURED GUARANTORS:	 	ADCURATE, INC.,
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	/s/Phillip J. Ahn
	 	 	Name:	Phillip J. Ahn
	 	 	Title:	Vice President and Treasurer
	 	 	 	 
	 	 	CLASSMATES MEDIA CORPORATION,
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	/s/Phillip J. Ahn
	 	 	Name:	Phillip J. Ahn
	 	 	Title:	Vice President and Treasurer
	 	 	 	 
	 	 	CLASSMATES INTERNATIONAL, INC.,
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	/s/Phillip J. Ahn
	 	 	Name:	Phillip J. Ahn
	 	 	Title:	Vice President and Treasurer
	 	 	 	 
	 	 	CMC SERVICES, INC.,
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	/s/Phillip J. Ahn
	 	 	Name:	Phillip J. Ahn
	 	 	Title:	Vice President and Treasurer
	 	 	 	 
	 	 	 	 
	 	 	JUNO ONLINE SERVICES, INC.,
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	/s/Phillip J. Ahn
	 	 	Name:	Phillip J. Ahn
	 	 	Title:	Vice President and Treasurer


 




     


     


    

 


	 	 	JUNO INTERNET SERVICES, INC.,
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	/s/Phillip J. Ahn
	 	 	Name:	Phillip J. Ahn
	 	 	Title:	Vice President and Treasurer
	 	 	 	 
	 	 	NETZERO, INC.,
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	/s/Phillip J. Ahn
	 	 	Name:	Phillip J. Ahn
	 	 	Title:	Vice President and Treasurer
	 	 	 	 
	 	 	NETZERO MODECOM, INC.,
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	/s/Phillip J. Ahn
	 	 	Name:	Phillip J. Ahn
	 	 	Title:	Vice President and Treasurer
	 	 	 	 
	 	 	NETZERO WIRELESS, INC.,
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	/s/Phillip J. Ahn
	 	 	Name:	Phillip J. Ahn
	 	 	Title:	Vice President and Treasurer


 




     


     


    

 


	 	UNITED ONLINE ADVERTISING NETWORK, INC., 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/Phillip J. Ahn
	 	Name:	Phillip J. Ahn
	 	Title:	Vice President and Treasurer
	 	 	 
	 	UNITED ONLINE APPS, INC., 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/Phillip J. Ahn
	 	Name:	Phillip J. Ahn
	 	Title:	Vice President and Treasurer
	 	 	 
	 	UNITED ONLINE COMMUNICATIONS, INC., 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/Phillip J. Ahn
	 	Name:	Phillip J. Ahn
	 	Title:	Vice President and Treasurer
	 	 	 
	 	UOL ADVERTISING, INC., 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/Phillip J. Ahn
	 	Name:	Phillip J. Ahn
	 	Title:	Vice President and Treasurer
	 	 	 
	 	UNITED ONLINE WEB SERVICES, INC., 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/Phillip J. Ahn
	 	Name:	Phillip J. Ahn
	 	Title:	Vice President and Treasurer


 




     


     


    

 


	ADMINISTRATIVE AGENT:	 	BANC OF CALIFORNIA, N.A.
	 	 	 	 
	 	 	By:	/s/ Sibyl Kavak
	 	 	Name:	Sibyl Kavak
	 	 	Title:	Vice President
	 	 	 	 
	Lender, L/C Issuer	 	 	 
	and Swingline Lender:	 	BANC OF CALIFORNIA, N.A.
	 	 	 	 
	 	 	By:	/s/ Sibyl Kavak
	 	 	Name:	Sibyl Kavak
	 	 	Title:	Vice President


 




     


     


    

 


SCHEDULE 1.01(a)


 


Certain Addresses for Notices


 


	
        Borrower:

         

        United Online, Inc.

        21255 Burbank Blvd.

        Suite 400

        Woodland Hills, CA 91367

        Attn: Phillip Ahn

        Email: Pahn@BRileyfin.com

         

        -and-

         

        Attn: Patrick Murphy

        Email: PMurphy@corp.untd.com

         

        With a copy to (which shall not constitute notice):

         

        Brown Rudnick LLP

        One Financial Center

        Boston, MA 02111

        Attn: Mary D. Bucci, Esq.

        Phone: (617) 856-8134

        Email: mbucci@brownrudnick.com
	 	
        Administrative Agent, L/C Issuer and Swingline Lender:

        

        

        

        Banc of California, N.A.

        601 South Figueroa Street, Suite 1400

        Los Angeles, California 90017

        Attn: Sibyl Kavak

        Phone: (213) 533-3143

        Email: Sibyl.Kavak@bancofcal.com

        

        

         

        With a copy to (which shall not constitute notice):

         

        Buchalter, a Professional Corporation

        1000 Wilshire Boulevard, Suite 1500

        Los Angeles, California 90017

        Attn: Robert Gillison, Esq.

        Phone: (213) 891-5014

        Email: rgillison@buchalter.com

         



 




     


     


    

 


SCHEDULE 1.01(b)


 


Initial Commitments and Applicable Percentages


 


	Lender	 	Revolving Commitment	 	Applicable

 Percentage 
 (Revolving Loans)	 
	Banc of California, N.A.	 	$20,000,000 on the Closing Date; 
 provided that commencing on June 30, 2017 and on the last day of each fiscal quarter thereafter, the Revolving Commitment shall reduce by $1,500,000 per fiscal quarter
	 	 	100	%
	 	 	 	 	 	 	 
	Total:	 	$20,000,000 on the Closing Date; 
 provided that commencing on June 30, 2017 and on the last day of each fiscal quarter thereafter, the Revolving Commitment shall reduce by $1,500,000 per fiscal quarter
	 	 	100	%