Exhibit 10.1


 


 


CREDIT AND SECURITY AGREEMENT


 


dated as of April 8, 2015


 


by and among


 


PEOPLESERVE, INC. and

MONROE STAFFING SERVICES, LLC,


 


each as Borrower, and collectively as
Borrowers,


 


STAFFING 360 SOLUTIONS, INC.


 


as Parent


 


and


 


MIDCAP FINANCIAL TRUST,


 


as Administrative Agent and as a Lender,


 


and


 


THE ADDITIONAL LENDERS


 


FROM TIME TO TIME PARTY HERETO


 


 


 


 




    	 



    	 



    




 


TABLE OF CONTENTS


 


	CREDIT AND SECURITY AGREEMENT	1
	 	 
	RECITALS	1
	 	 
	AGREEMENT	1
	 	 
	ARTICLE 1 - DEFINITIONS	1
	 	 	 
	Section 1.1	Certain Defined Terms.	1
	Section 1.2	Accounting Terms and Determinations.	25
	Section 1.3	Other Definitional and Interpretive Provisions.	26
	Section 1.4	Time is of the Essence.	26
	 	 	 
	ARTICLE 2 - LOANS	26
	 	 	 
	Section 2.1	Loans.	26
	Section 2.2	Interest, Interest Calculations and Certain Fees.	35
	Section 2.3	Notes.	38
	Section 2.4	[Reserved].	38
	Section 2.5	[Reserved].	38
	Section 2.6	General Provisions Regarding Payment; Loan Account.	38
	Section 2.7	Maximum Interest.	39
	Section 2.8	Taxes; Capital Adequacy.	40
	Section 2.9	Appointment of Borrower Representative.	41
	Section 2.10	Joint and Several Liability; Rights of Contribution; Subordination and Subrogation.	42
	Section 2.11	Collections and Lockbox Account.	45
	Section 2.12	Termination; Restriction on Termination.	47
	 	 	 
	ARTICLE 3 - REPRESENTATIONS AND WARRANTIES	47
	 	 	 
	Section 3.1	Existence and Power.	47
	Section 3.2	Organization and Governmental Authorization; No Contravention.	48
	Section 3.3	Binding Effect.	48
	Section 3.4	Capitalization.	48
	Section 3.5	Financial Information.	48
	Section 3.6	Litigation.	49
	Section 3.7	Ownership of Property.	49
	Section 3.8	No Default.	49
	Section 3.9	Labor Matters.	49
	Section 3.10	Regulated Entities.	49
	Section 3.11	Margin Regulations.	50
	Section 3.12	Compliance With Laws; Anti-Terrorism Laws.	50
	Section 3.13	Taxes.	50
	Section 3.14	Compliance with ERISA.	51
	Section 3.15	Consummation of Operative Documents; Brokers.	51
	Section 3.16	Related Transactions.	51
	Section 3.17	Material Contracts.	52


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 3.18	Compliance with Environmental Requirements; No Hazardous Materials.	52
	Section 3.19	Intellectual Property.	53
	Section 3.20	Solvency.	54
	Section 3.21	Full Disclosure.	54
	Section 3.22	Interest Rate.	54
	Section 3.23	Subsidiaries.	54
	Section 3.24	Representations and Warranties Incorporated from Operative Documents.	54
	 	 	 
	ARTICLE 4 - AFFIRMATIVE COVENANTS	54
	 	 	 
	Section 4.1	Financial Statements and Other Reports.	55
	Section 4.2	Payment and Performance of Obligations.	56
	Section 4.3	Maintenance of Existence.	56
	Section 4.4	Maintenance of Property; Insurance.	56
	Section 4.5	Compliance with Laws and Material Contracts.	57
	Section 4.6	Inspection of Property, Books and Records.	58
	Section 4.7	Use of Proceeds.	58
	Section 4.8	Estoppel Certificates.	58
	Section 4.9	Notices of Litigation and Defaults.	59
	Section 4.10	Hazardous Materials; Remediation.	59
	Section 4.11	Further Assurances.	60
	Section 4.12	[Reserved].	61
	Section 4.13	Power of Attorney.	61
	Section 4.14	Borrowing Base Collateral Administration.	62
	Section 4.15	Maintenance of Management.	62
	Section 4.16	[Reserved].	62
	Section 4.17	Staffing Alliance.	62
	Section 4.18	United States Subsidiaries.	62
	 	 	 
	ARTICLE 5 - NEGATIVE COVENANTS	63
	 	 	 
	Section 5.1	Debt; Contingent Obligations.	63
	Section 5.2	Liens.	63
	Section 5.3	Restricted Distributions.	63
	Section 5.4	Restrictive Agreements.	63
	Section 5.5	Payments and Modifications of Subordinated Debt.	64
	Section 5.6	Consolidations, Mergers and Sales of Assets; Change in Control.	64
	Section 5.7	Purchase of Assets, Investments.	64
	Section 5.8	Transactions with Affiliates.	65
	Section 5.9	Modification of Organizational Documents.	65
	Section 5.10	Modification of Certain Agreements.	65
	Section 5.11	Conduct of Business.	65
	Section 5.12	Lease Payments.	66
	Section 5.13	Limitation on Sale and Leaseback Transactions.	66


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 5.14	Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts.	66
	Section 5.15	Compliance with Anti-Terrorism Laws.	67
	Section 5.16	Agreements Regarding Receivables.	67
	 	 	 
	ARTICLE 6 - FINANCIAL COVENANTS	67
	 	 	 
	Section 6.1	Additional Defined Terms.	67
	Section 6.2	Fixed Charge Coverage Ratio.	68
	Section 6.3	Minimum Liquidity.	68
	Section 6.4	Minimum Adjusted EBITDA.	68
	Section 6.5	Evidence of Compliance.	68
	Section 6.6	Additional Borrower Financial Covenants.	69
	 	 	 
	ARTICLE 7 - CONDITIONS	69
	 	 	 
	Section 7.1	Conditions to Closing.	69
	Section 7.2	Conditions to Each Loan.	70
	Section 7.3	Searches.	70
	Section 7.4	Post-Closing Requirements.	71
	 	 	 
	ARTICLE 8 - [RESERVED]	71
	 	 	 
	ARTICLE 9 - SECURITY AGREEMENT	71
	 	 	 
	Section 9.1	Generally.	71
	Section 9.2	Representations and Warranties and Covenants Relating to Collateral.	71
	 	 	 
	ARTICLE 10 - EVENTS OF DEFAULT	75
	 	 	 
	Section 10.1	Events of Default.	75
	Section 10.2	Acceleration and Suspension or Termination of Revolving Loan Commitment, Term Loan Commitment or Additional Term Loan Commitment.	78
	Section 10.3	UCC Remedies.	78
	Section 10.4	[Reserved]	80
	Section 10.5	Default Rate of Interest.	80
	Section 10.6	Setoff Rights.	81
	Section 10.7	Application of Proceeds.	81
	Section 10.8	Waivers.	82
	Section 10.9	Injunctive Relief.	84
	Section 10.10	Marshalling; Payments Set Aside.	84
	 	 	 
	ARTICLE 11 - AGENT	84
	 	 	 
	Section 11.1	Appointment and Authorization.	84
	Section 11.2	Agent and Affiliates.	85
	Section 11.3	Action by Agent.	85
	Section 11.4	Consultation with Experts.	85
	Section 11.5	Liability of Agent.	85


 




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(continued)


 


	 	 	Page
	 	 	 
	Section 11.6	Indemnification.	86
	Section 11.7	Right to Request and Act on Instructions.	86
	Section 11.8	Credit Decision.	86
	Section 11.9	Collateral Matters.	87
	Section 11.10	Agency for Perfection.	87
	Section 11.11	Notice of Default.	87
	Section 11.12	Assignment by Agent; Resignation of Agent; Successor Agent.	87
	Section 11.13	Payment and Sharing of Payment.	88
	Section 11.14	Right to Perform, Preserve and Protect.	91
	Section 11.15	Additional Titled Agents.	92
	Section 11.16	Amendments and Waivers.	92
	Section 11.17	Assignments and Participations.	93
	Section 11.18	Funding and Settlement Provisions Applicable When Non-Funding Lenders Exist.	96
	Section 11.19	Buy-Out Upon Refinancing.	97
	Section 11.20	Definitions.	97
	 	 	 
	ARTICLE 12 - MISCELLANEOUS	98
	 	 	 
	Section 12.1	Survival.	98
	Section 12.2	No Waivers.	98
	Section 12.3	Notices.	99
	Section 12.4	Severability.	99
	Section 12.5	Headings.	99
	Section 12.6	Confidentiality.	99
	Section 12.7	Waiver of Consequential and Other Damages.	100
	Section 12.8	GOVERNING LAW; SUBMISSION TO JURISDICTION.	101
	Section 12.9	WAIVER OF JURY TRIAL.	101
	Section 12.10	Publication; Advertisement.	102
	Section 12.11	Counterparts; Integration.	102
	Section 12.12	No Strict Construction.	102
	Section 12.13	Lender Approvals.	103
	Section 12.14	Expenses; Indemnity.	103
	Section 12.15	Confession of Judgment.	105
	Section 12.16	Reinstatement.	105
	Section 12.17	Successors and Assigns.	105
	Section 12.18	USA PATRIOT Act Notification.	105


 






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CREDIT
AND SECURITY AGREEMENT


 


THIS CREDIT AND
SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”)
is dated as of April 8, 2015 by and among PEOPLESERVE, INC., a Massachusetts corporation, and MONROE STAFFING SERVICES,
LLC, a Delaware limited liability company, and any additional borrower that may hereafter be added to this Agreement (each
individually as a “Borrower”, and collectively as “Borrowers”), STAFFING 360 SOLUTIONS,
INC., a Nevada corporation (as “Parent”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually
as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.


 


RECITALS


 


Borrowers and Parent
have requested that Lenders make available to Borrowers the financing facilities as described herein. Lenders are willing to extend
such credit to Borrowers under the terms and conditions herein set forth.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and the agreements, provisions and covenants herein contained, Borrowers, Parent, Lenders and
Agent agree as follows:


 


ARTICLE
1 - DEFINITIONS


 


Section
1.1           Certain Defined Terms.


 


The following terms
have the following meanings:


 


“Acceleration
Event” means the occurrence of an Event of Default (a) in respect of which Agent has declared all or any portion
of the Obligations to be immediately due and payable pursuant to Section 10.2, (b) pursuant to Section 10.1(a),
and in respect of which Agent has suspended or terminated the Revolving Loan Commitment pursuant to Section 10.2, and/or (c) pursuant
to either Section 10.1(e) and/or Section 10.1(f).


 


“Account Debtor”
means “account debtor”, as defined in Article 9 of the UCC, and any other obligor in respect of an Account.


 


“Accounts”
means, collectively, (a) any right to payment of a monetary obligation, whether or not earned by performance, and (b) without
duplication, any “account” (as defined in the UCC), any accounts receivable (whether in the form of payments for services
rendered or goods sold, rents, license fees or otherwise), any “health-care-insurance receivables” (as defined in the
UCC), any “payment intangibles” (as defined in the UCC) and all other rights to payment and/or reimbursement of every
kind and description, whether or not earned by performance.


 


“Additional
Term Loan” has the meaning set forth in Section 2.1(d).


 




    	 



    	 



    

 


“Additional
Term Loan Aggregate Availability” has the meaning set forth in Section 2/1(d).


 


“Additional
Term Loan Commitment” means the sum of each Lender’s Additional Term Loan Commitment Amount, which is equal to
$1,350,000.


 


“Additional
Term Loan Commitment Amount” means, (a) as to any Lender that is a Lender on the Closing Date, the dollar amount
set forth opposite such Lender’s name on the Commitment Annex under the column “Additional Term Loan Commitment Amount”,
as such amount may be adjusted from time to time by any amounts assigned (with respect to such Lender’s portion of Additional
Term Loans outstanding and its commitment to make advances in respect of the Additional Term Loan) pursuant to the terms of any
and all effective assignment agreements to which such Lender is a party, and (b) as to any Lender that becomes a Lender after
the Closing Date, the amount of the “Additional Term Loan Commitment Amount(s)” of other Lender(s) assigned to such
new Lender pursuant to the terms of the effective assignment agreement(s) pursuant to which such new Lender shall become a Lender,
as such amount may be adjusted from time to time by any amounts assigned (with respect to such Lender’s portion of Additional
Term Loans outstanding and its commitment to make advances in respect of the Additional Term Loan) pursuant to the terms of any
and all effective assignment agreements to which such Lender is a party.


 


“Additional
Term Loan Commitment Percentage” means, as to any Lender, (a) on the Closing Date, the percentage set forth opposite
such Lender’s name on the Commitment Annex under the column “Additional Term Loan Commitment Percentage” (if
such Lender’s name is not so set forth thereon, then, on the Closing Date, such percentage for such Lender shall be deemed
to be zero), and (b) on any date following the Closing Date, the percentage equal to the Additional Term Loan Commitment Amount
of such Lender on such date divided by the Additional Term Loan Commitment on such date.


 


“Additional
Tranche” means an additional amount of Revolving Loan Commitment equal to $25,000,000 (it being acknowledged that multiple
Additional Tranches are permitted pursuant to Section 2.1(c) in minimum amounts of $5,000,000 each for a total of up to $25,000,000).


 


“Agent”
means MCF, in its capacity as administrative agent for itself and for Lenders hereunder, as such capacity is established in, and
subject to the provisions of, Article 11, and the successors and assigns of MCF in such capacity.


 


“Affiliate”
means, with respect to any Person, (a) any Person that directly or indirectly controls such Person, (b) any Person which
is controlled by or is under common control with such controlling Person, and (c) each of such Person’s (other than,
with respect to any Lender, any Lender’s) officers or directors (or Persons functioning in substantially similar roles) and
the spouses, parents, descendants and siblings of such officers, directors or other Persons. As used in this definition, the term
“control” of a Person means the possession, directly or indirectly, of the power to vote ten percent (10%) or more
of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.


 




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“Affiliated
Financing Documents” means any credit, loan, letter of credit or related documents which are cross-defaulted with the
Financing Documents, and/or for which a Credit Party hereunder is liable or contingently liable for payment or as security for
which a Credit Party hereunder has pledged, assigned or subjected any assets to Agent, a Lender or an Affiliate of Agent or a Lender.
The PRS Financing Documents are Affiliated Financing Documents.


 


“Affiliated
Obligations” means all indebtedness, duties, liabilities and
obligations arising under or secured by the Affiliated Financing Documents,
(including, without limitation,  reasonable attorneys’ fees and “Obligations”, as such term is defined
therein). The PRS Obligations are Affiliated Obligations.


 


“Anti-Terrorism
Laws” means any Laws relating to terrorism or money laundering, including, without limitation, Executive Order No. 13224
(effective September 24, 2001), the USA PATRIOT Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws
administered by OFAC.


 


“Applicable
Margin” means (a) with respect to Revolving Loans and all other Obligations (other than Term Loans and Additional Term
Loans) four percent (4%), (b) with respect to any Term Loan, nine percent (9%) and (c) with respect to any Additional Term Loan
four percent (4%).


 


“Asset Disposition”
means any sale, lease, license, transfer, assignment or other consensual disposition by any Credit Party of any asset.


 


“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy”, as the same may be amended, modified
or supplemented from time to time, and any successor statute thereto.


 


“Base LIBOR
Rate” means, for each Interest Period, the rate per annum, determined by Agent in accordance with its customary procedures,
and utilizing such electronic or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next
1/100%), to be the rate at which Dollar deposits (for delivery on the first day of such Interest Period or, if such day is not
a Business Day on the preceding Business Day) in the amount of $1,000,000 are offered to major banks in the London interbank market
on or about 11:00 a.m. (Eastern time) two (2) Business Days prior to the commencement of such Interest Period, for a term
comparable to such Interest Period, which determination shall be conclusive in the absence of manifest error.


 


“Base Rate”
means the per annum rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco
as its “prime rate,” with the understanding that the “prime rate” is one of Wells Fargo’s base rates
(not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those
loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as
Wells Fargo may designate; provided, however, that Agent may, upon prior written notice to Borrower, choose a reasonably
comparable index or source to use as the basis for the Base Rate.


 




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“Blocked Person”
means any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224,
(b) owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject
to the provisions of, Executive Order No. 13224, (c) with which any Lender is prohibited from dealing or otherwise engaging
in any transaction by any Anti-Terrorism Law, (d) that commits, threatens or conspires to commit or supports “terrorism”
as defined in Executive Order No. 13224, or (e) that is named a “specially designated national” or “blocked
person” on the most current list published by OFAC or other similar list or is named as a “listed person” or
“listed entity” on other lists made under any Anti-Terrorism Law.


 


“Borrower”
and “Borrowers” mean the entity(ies) described in the first paragraph of this Agreement and each of their successors
and permitted assigns.


 


“Borrower
Representative” means Monroe Staffing Services, LLC, in its capacity as Borrower Representative pursuant to the provisions
of Section 2.9, or any successor Borrower Representative selected by Borrowers and approved by Agent.


 


“Borrowing
Base” means:


 


(a)          the
product of (i) eighty-five percent (85%) multiplied by (ii) the aggregate net amount at such time of the Eligible
Accounts, less the amount, if any, of the Dilution Reserve; minus


 


(b)          the
amount of any reserves and/or adjustments provided for in this Agreement.


 


“Borrowing
Base Certificate” means a certificate, duly executed by a Responsible Officer of Borrower Representative and of Parent,
appropriately completed and substantially in the form of Exhibit C hereto.


 


“Business
Day” means any day except a Saturday, Sunday or other day on which either the New York Stock Exchange is closed, or on
which commercial banks in Washington, DC and New York City are authorized by law to close.


 


“Capital Expenditures”
means any expenditure that would be classified as a capital expenditure on a statement of cash flow of Borrowers prepared in accordance
with GAAP.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. § 9601 et seq.,
as the same may be amended from time to time.


 


“Change in
Control” means any of the following events: (a) any Person or two or more Persons acting in concert shall have acquired
beneficial ownership, directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a
contract or arrangement that, upon consummation, will result in its or their acquisition of or control over, voting stock of Parent
(or other securities convertible into such voting stock) representing 40% or more of the combined voting power of all voting stock
of Parent or (b) Parent ceases to own, directly or indirectly, 100% of the capital stock of any of the Borrowers; or (c) the
occurrence of any “Change of Control”, “Change in Control”, or terms of similar import under any document
or instrument governing or relating to Debt of or equity in such Person. As used herein, “beneficial ownership” shall
have the meaning provided in Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934.


 




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“Closing Date”
means the date of this Agreement.


 


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


 


“Collateral”
means all property, now existing or hereafter acquired, mortgaged or pledged to, or purported to be subjected to a Lien in favor
of, Agent, for the benefit of Agent and Lenders, pursuant to this Agreement and the Security Documents, including, without limitation,
all of the property described in Schedule 9.1 hereto.


 


“Commitment
Annex” means Annex A to this Agreement.


 


“Commitment
Expiry Date” means the date that is four (4) years following the Closing Date.


 


“Compliance
Certificate” means a certificate, duly executed by a Responsible Officer of Borrower Representative and of Parent, appropriately
completed and substantially in the form of Exhibit B hereto.


 


“Consolidated
Subsidiary” means, at any date, any Subsidiary the accounts of which would be consolidated with those of Parent (or any
“parent” Borrower or any other Person, as the context may require hereunder) in its consolidated financial statements
if such statements were prepared as of such date.


 


“Contingent
Obligation” means, with respect to any Person, any direct or indirect liability of such Person: (a) with respect
to any Debt of another Person (a “Third Party Obligation”) if the purpose or intent of such Person incurring
such liability, or the effect thereof, is to provide assurance to the obligee of such Third Party Obligation that such Third Party
Obligation will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such
Third Party Obligation will be protected, in whole or in part, against loss with respect thereto; (b) with respect to any
undrawn portion of any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for
the reimbursement of any drawing; (c) under any Swap Contract, to the extent not yet due and payable; (d) to make take-or-pay
or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (e) for any
obligations of another Person pursuant to any Guarantee or pursuant to any agreement to purchase, repurchase or otherwise acquire
any obligation or any property constituting security therefor, to provide funds for the payment or discharge of such obligation
or to preserve the solvency, financial condition or level of income of another Person. The amount of any Contingent Obligation
shall be equal to the amount of the obligation so Guaranteed or otherwise supported or, if not a fixed and determinable amount,
the maximum amount so Guaranteed or otherwise supported.


 


“Controlled
Group” means all members of any group of corporations and all members of a group of trades or businesses (whether or
not incorporated) under common control which, together with any Borrower, are treated as a single employer under Section 414(b),
(c), (m) or (o) of the Code or Section 4001(b) of ERISA.


 




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“Credit Exposure”
means, at any time, any portion of the Revolving Loan Commitment, Term Loan Commitment or Additional Term Loan Commitment that
remains outstanding and of any other Obligations; provided, however, that no
Credit Exposure shall be deemed to exist solely due to the existence of contingent indemnification liability, absent the assertion
of a claim, or the known existence of a claim reasonably likely to be asserted, with respect thereto.


 


“Credit Party”
means any Guarantor under a Guarantee of the Obligations or any part thereof, any Borrower, Parent and any other Person (other
than Agent, a Lender or a participant of a Lender), whether now existing or hereafter acquired or formed, that becomes obligated
as a borrower, guarantor, surety, indemnitor, pledgor, assignor or other obligor under any Financing Document; and “Credit
Parties” means all such Persons, collectively.


 


“Credit Party
Grantor” and “Credit Party Grantors” have the meaning set forth in Section 9.1.


 


“Debt”
of a Person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay
the deferred purchase price of property or services, except trade accounts payable arising and paid on a timely basis and in the
Ordinary Course of Business, (d) all capital leases of such Person, (e) all non-contingent obligations of such Person
to reimburse any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar
instrument, (f) all equity securities of such Person subject to repurchase or redemption other than at the sole option of
such Person, (g) all obligations secured by a Lien on any asset of such Person, whether or not such obligation is otherwise
an obligation of such Person, (h)  profit sharing arrangements, deferred purchase money amounts and similar payment obligations
or continuing obligations of any nature of such Person arising out of purchase and sale contracts, (i) all Debt of others
Guaranteed by such Person, (j) off-balance sheet liabilities and/or Pension Plan or Multiemployer Plan liabilities of such
Person, (k) obligations arising under non-compete agreements, and (l) obligations arising under bonus, deferred compensation,
incentive compensation or similar arrangements, other than those arising in the Ordinary Course of Business. Without duplication
of any of the foregoing, Debt of Borrowers shall include any and all Loans.


 


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


 


“Defined Period”
has the meaning set forth in Section 6.2.


 


“Deposit Account”
means a “deposit account” (as defined in Article 9 of the UCC), an investment account, or other account in which
funds are held or invested for credit to or for the benefit of any Credit Party Grantor.


 




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“Deposit Account
Control Agreement” means an agreement, in form and substance satisfactory to Agent, among Agent, any Credit Party Grantor
and each financial institution in which such Credit Party Grantor maintains a Deposit Account, which agreement provides that (a) such
financial institution shall comply with instructions originated by Agent directing disposition of the funds in such Deposit Account
without further consent by the applicable Credit Party Grantor, and (b) such financial institution shall agree that it shall
have no Lien on, or right of setoff or recoupment against, such Deposit Account or the contents thereof, other than in respect
of usual and customary service fees and returned items for which Agent has been given value, in each such case expressly consented
to by Agent, and containing such other terms and conditions as Agent may require, including as to any such agreement pertaining
to any Lockbox Account, providing that such financial institution shall wire, or otherwise transfer, in immediately available funds,
on a daily basis to the Payment Account all funds received or deposited into such Lockbox or Lockbox Account.


 


“Dilution
Reserve” means, as of any date of determination, a percentage, based upon the experience during any prior period selected
from time to time by Agent in its reasonable discretion, that is the result of dividing the Dollar amount of (a) bad debt write-downs,
discounts, advertising allowances, credits, or other dilutive items with respect to Borrowers’ Accounts during such period,
by (b) Borrowers’ billings with respect to Accounts during such period.


 


“Dollars”
or “$” means the lawful currency of the United States of America.


 


“Eligible
Account” means, subject to the criteria below, an account receivable of a Borrower arising from the sale of goods or
the performance of services, which was generated in the Ordinary Course of Business, which was generated originally in the name
of a Borrower and not acquired via assignment or otherwise, and which Agent, in its good faith credit judgment and discretion,
deems to be an Eligible Account. The net amount of an Eligible Account at any time shall be the face amount of such Eligible
Account as originally billed minus all cash collections and other proceeds of such Account received from or on behalf of
the Account Debtor thereunder as of such date and any and all returns, rebates, discounts (which may, at Agent’s option,
be calculated on shortest terms), credits, allowances or excise taxes of any nature at any time issued, owing, claimed by Account
Debtors, granted, outstanding or payable in connection with such Accounts at such time. Without limiting the generality of the
foregoing, no Account shall be an Eligible Account if:


 


(a)          the
Account remains unpaid more than one hundred and twenty (120) days past the claim or invoice date (but in no event more than one
hundred and fifty (150) days after the applicable goods or services have been rendered or delivered);


 


(b)          the
Account is subject to any defense, set-off, recoupment, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance,
or adjustment of any kind (but only to the extent of such defense, set-off, recoupment, counterclaim, deduction, discount, credit,
chargeback, freight claim, allowance, or adjustment), or the applicable Borrower is not able to bring suit or otherwise enforce
its remedies against the Account Debtor through judicial process;


 


(c)          if
the Account arises from the sale of goods, any part of any goods the sale of which has given rise to the Account has been returned,
rejected, lost, or damaged (but only to the extent that such goods have been so returned, rejected, lost or damaged);


 




    	7



    	 



    

 


(d)          if
the Account arises from the sale of goods, the sale was not an absolute, bona fide sale, or the sale was made on consignment or
on approval or on a sale-or-return or bill-and-hold or progress billing basis, or the sale was made subject to any other repurchase
or return agreement, or the goods have not been shipped to the Account Debtor or its designee or the sale was not made in compliance
with applicable Laws;


 


(e)          if
the Account arises from the performance of services, the services have not actually been performed or the services were undertaken
in violation of any Law or the Account represents a progress billing for which services have not been fully and completely rendered;


 


(f)          the
Account is subject to a Lien other than a Permitted Lien, or Agent does not have a first priority, perfected Lien on such Account;


 


(g)          the
Account is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment, unless such Chattel Paper
or Instrument has been delivered to Agent;


 


(h)          the
Account Debtor is an Affiliate or Subsidiary of a Credit Party, or if the Account Debtor holds any Debt of a Credit Party;


 


(i)          more
than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are ineligible
under subclause (a) above (in which case all Accounts from such Account Debtor shall be ineligible);


 


(j)          without
limiting the provisions of clause (i) above, fifty percent (50%) or more of the aggregate unpaid Accounts from the Account
Debtor obligated on the Account are not deemed Eligible Accounts under this Agreement for any reason;


 


(k)          the
total unpaid Accounts of the Account Debtor obligated on the Account to the Credit Parties and its Subsidiaries, on an aggregate
basis, exceed twenty percent (20%) of the net amount of all Eligible Accounts owing from all Account Debtors (but only the amount
of the Accounts of such Account Debtor exceeding such twenty percent (20%) limitation shall be considered ineligible);


 


(l)          any
covenant, representation or warranty contained in the Financing Documents with respect to such Account has been breached and is
continuing in any respect;


 


(m)          the
Account is unbilled or has not been invoiced to the Account Debtor in accordance with the procedures and requirements of the applicable
Account Debtor;


 


(n)          the
Account is an obligation of a Governmental Account Debtor (other than the Commonwealth of Massachusetts, the Massachusetts Bay
Transportation Authority, their respective departments and divisions that by law share their full faith and credit and other Massachusetts
Governmental Account Debtors (provided, however, Agent has advised the Borrower that Agent intends to conduct additional due diligence
with respect to Massachusetts Governmental Account Debtors (to include a review as to whether such Massachusetts Governmental Account
Debtors are obligated under the Uniform Commercial Code following appropriate notice to remit payment of such Accounts to the Agent,
as secured party of such Massachusetts Governmental Account Debtors’ Accounts, and not to the Borrower) and that based on
that due diligence Agent may limit or exclude Accounts receivable from Massachusetts Governmental Account Debtors from Eligible
Accounts)) unless Agent has agreed to the contrary in writing and Agent has received from the Account Debtor the acknowledgement
of Agent’s notice of assignment of such obligation pursuant to this Agreement;


 




    	8



    	 



    

 


(o)          the
Account is an obligation of an Account Debtor that has suspended business, made a general assignment for the benefit of creditors,
is unable to pay its debts as they become due or as to which a petition has been filed (voluntary or involuntary) under any law
relating to bankruptcy, insolvency, reorganization or relief of debtors, or the Account is an Account as to which any facts, events
or occurrences exist which could reasonably be expected to impair the validity, enforceability or collectability of such Account
or reduce the amount payable or delay payment thereunder;


 


(p)          the
Account Debtor has its principal place of business or executive office outside the United States;


 


(q)          the
Account is payable in a currency other than United States dollars;


 


(r)          the
Account Debtor is an individual;


 


(s)          the
Borrower owning such Account has not signed and delivered to Agent notices, in the form requested by Agent, directing the Account
Debtors to make payment to the applicable Lockbox Account;


 


(t)          the
Account includes late charges or finance charges (but only such portion of the Account shall be ineligible);


 


(u)          the
Account arises out of the sale of any Inventory upon which any other Person holds, claims or asserts a Lien; or


 


(v)         the
Account or Account Debtor fails to meet such other specifications and requirements which may from time to time be established by
Agent in its good faith credit judgment and discretion.


 


“Environmental
Laws” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations, standards,
policies and other governmental directives or requirements, as well as common law, pertaining to the environment, natural resources,
pollution, health (including any environmental clean-up statutes and all regulations adopted by any local, state, federal or other
Governmental Authority, and any statute, ordinance, code, order, decree, law rule or regulation all of which pertain to or impose
liability or standards of conduct concerning medical waste or medical products, equipment or supplies), safety or clean-up that
apply to any Credit Party and relate to Hazardous Materials, including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act of 1976
(42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. § 5101 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.),
the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning and Community
Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.),
the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. § 4851 et seq.), any analogous state or local laws,
any amendments thereto, and the regulations promulgated pursuant to said laws, together with all amendments from time to time to
any of the foregoing and judicial interpretations thereof.


 




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“Environmental
Liens” means all Liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission
of any Credit Party or any other Person.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as the same may be amended, modified or supplemented from time to time,
and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder.


 


“ERISA Plan”
means any “employee benefit plan”, as such term is defined in Section 3(3) of ERISA (other than a Multiemployer
Plan), which any Credit Party maintains, sponsors or contributes to, or, in the case of an employee benefit plan which is subject
to Section 412 of the Code or Title IV of ERISA, to which any Credit Party or any member of the Controlled Group may have
any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063
of ERISA at any time during the preceding five (5) years, or by reason of being deemed to be a contributing sponsor under Section 4069
of ERISA.


 


“Excess Availability”
means, at a particular date, an amount equal to the Revolving Loan Availability minus all amounts due and owing to any Borrower’s
trade creditors which are outstanding sixty (60) days or more past their due date.


 


“Excluded
Subsidiary” means Control Solutions International Inc., a Florida corporation, Canada Control Solutions International,
Inc., a British Columbia company, Staffing Alliance, and the following companies organized under the laws of England and Wales:
BB Professional Solutions Ltd.,  Longbridge Recruitment (Technology Solutions) Ltd., Longbridge Recruitment (Sales and
Marketing) Ltd., Longbridge Recruitment (Technical) Ltd., Longbridge Recruitment (Law) Ltd., Staffing 360 Solutions (UK)
Limited,  and Staffing 360 Solutions Limited.


 


“Event of
Default” has the meaning set forth in Section 10.1.


 


“Financing
Documents” means this Agreement, any Notes, the Security Documents, the Affiliated Financing Documents (including, without
limitation, then PRS Financing Documents) any separate fee letter, any subordination or intercreditor agreement pursuant to which
any Debt and/or any Liens securing such Debt is subordinated to all or any portion of the Obligations and all other documents,
instruments and agreements (other than any Swap Contract) related to the Obligations and heretofore executed, executed concurrently
herewith or executed at any time and from time to time hereafter, as any or all of the same may be amended, supplemented, restated
or otherwise modified from time to time.


 




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“Fiscal Month”
means, with respect each Fiscal Year of Parent and each of its Consolidated Subsidiaries, each of twelve non-calendar fiscal month,
with fiscal months 1, 2, 4, 5, 7,8, 10 and 11 consisting of four consecutive weeks and with fiscal months 3, 6, 9 and 12 consisting
of five consecutive weeks.


 


“Fiscal Quarter”
means, with respect each Fiscal Year of Parent and each of its Consolidated Subsidiaries, each of the four three-Fiscal Month periods
with the first Fiscal Quarter consisting of Fiscal Months 1, 2 and 3, the second Fiscal Quarter consisting of Fiscal Months 4,
5 and 6, the third Fiscal Quarter consisting of Fiscal Months 7, 8, and 9 and the fourth Fiscal Quarter consisting of Fiscal Months
10, 11 and 12.


 


“Fiscal Year”
means with respect to the Parent and each of its Consolidated Subsidiaries, a fiscal year ending on the last Saturday in May and
consisting of twelve (12) Fiscal Months.


 


“GAAP”
means generally accepted accounting principles 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 United States accounting
profession), which are applicable to the circumstances as of the date of determination.


 


“General Intangible”
means any “general intangible” as defined in Article 9 of the UCC, and any personal property, including things
in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment
property, letter-of-credit rights, letters of credit, money, and oil, gas or other minerals before extraction, but including payment
intangibles and software.


 


“Governmental
Account Debtor” means any Account Debtor that is a Governmental Authority.


 


“Governmental
Authority” means any nation or government, any state, local or other political subdivision thereof, and any agency, department
or Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and
any corporation or other Person owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing,
whether domestic or foreign.


 


“Guarantee”
by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent
or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt
or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise), or (b) entered into for
the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part), provided, however, that the term Guarantee shall not
include endorsements for collection or deposit in the Ordinary Course of Business. The term “Guarantee” used
as a verb has a corresponding meaning.


 




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“Guarantor”
means Parent, PRS and any other Credit Party that has executed or delivered, or shall in the future execute or deliver, any Guarantee
of any portion of the Obligations.


 


“Hazardous
Materials” means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and
oil; explosives, flammable materials; radioactive materials; polychlorinated biphenyls and compounds containing them; lead and
lead-based paint; asbestos or asbestos-containing materials; underground or above-ground storage tanks, whether empty or containing
any substance; any substance the presence of which is prohibited by any Environmental Laws; toxic mold, any substance that requires
special handling; and any other material or substance now or in the future defined as a “hazardous substance,” “hazardous
material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,”
“pollutant” or other words of similar import within the meaning of any Environmental Law, including: (a) any “hazardous
substance” defined as such in (or for purposes of) CERCLA, or any so-called “superfund” or “superlien”
Law, including the judicial interpretation thereof; (b) any “pollutant or contaminant” as defined in 42 U.S.C.A.
§ 9601(33); (c) any material now defined as “hazardous waste” pursuant to 40 C.F.R. Part 260; (d) any
petroleum or petroleum by-products, including crude oil or any fraction thereof; (e) natural gas, natural gas liquids, liquefied
natural gas, or synthetic gas usable for fuel; (f) any “hazardous chemical” as defined pursuant to 29 C.F.R. Part
1910; (g) any toxic or harmful substances, wastes, materials, pollutants or contaminants (including, without limitation, asbestos,
polychlorinated biphenyls (“PCB’s”), flammable explosives, radioactive materials, infectious substances,
materials containing lead-based paint or raw materials which include hazardous constituents); and (h) any other toxic substance
or contaminant that is subject to any Environmental Laws or other past or present requirement of any Governmental Authority.


 


“Hazardous
Materials Contamination” means contamination (whether now existing or hereafter occurring) of the improvements, buildings,
facilities, personalty, soil, groundwater, air or other elements on or of the relevant property by Hazardous Materials, or any
derivatives thereof, or on or of any other property as a result of Hazardous Materials, or any derivatives thereof, generated on,
emanating from or disposed of in connection with the relevant property.


 


“Instrument”
means “instrument”, as defined in Article 9 of the UCC.


 


“Intellectual
Property” means, with respect to any Person, all patents, patent applications and like protections, including improvements
divisions, continuation, renewals, reissues, extensions and continuations in part of the same, trademarks, trade names, trade styles,
trade dress, service marks, logos and other business identifiers and, to the extent permitted under applicable law, any applications
therefor, whether registered or not, and the goodwill of the business of such Person connected with and symbolized thereby, copyright
rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative works, whether
published or unpublished, technology, know-how and processes, operating manuals, trade secrets, computer hardware and software,
rights to unpatented inventions and all applications and licenses therefor, used in or necessary for the conduct of business by
such Person and all claims for damages by way of any past, present or future infringement of any of the foregoing.


 




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“Interest
Period” means any period commencing on the first day of a calendar month and ending on the last day of such calendar
month.


 


“Inventory”
means “inventory” as defined in Article 9 of the UCC.


 


“Investment”
means any investment in any Person, whether by means of acquiring (whether for cash, property, services, securities or otherwise),
making or holding Debt, securities, capital contributions, loans, time deposits, advances, Guarantees or otherwise. The amount
of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments
for increases or decreases in value, or write-ups, write-downs or write-offs with respect thereto.


 


“Laws”
means any and all federal, state, provincial, territorial, local and foreign statutes, laws, judicial decisions, regulations, ordinances,
rules, judgments, orders, decrees, codes, injunctions, permits, governmental agreements and governmental restrictions, whether
now or hereafter in effect, which are applicable to any Credit Party in any particular circumstance. “Laws”
includes, without limitation, Environmental Laws.


 


“Lender”
means each of (a) MCF, in its capacity as a lender hereunder, (b) each other Person party hereto in its capacity as a
lender hereunder, (c) each other Person that becomes a party hereto as Lender pursuant to Section 11.17, and (d) the
respective successors of all of the foregoing, and “Lenders” means all of the foregoing.


 


“LIBOR Rate”
means, for each Loan, a per annum rate of interest equal to the greater of (a) 1% and (b) the rate determined by Agent
(rounded upwards, if necessary, to the next 1/100th%) by dividing (i) the Base LIBOR Rate for the Interest Period,
by (ii) the sum of one minus the daily average during such Interest Period of the aggregate maximum reserve
requirement (expressed as a decimal) then imposed under Regulation D of the Board of Governors of the Federal Reserve System (or
any successor thereto) for “Eurocurrency Liabilities” (as defined therein).


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, in respect
of such asset. For the purposes of this Agreement and the other Financing Documents, any Credit Party shall be deemed to own subject
to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such asset.


 


“Litigation”
means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.


 


“Loan Account”
has the meaning set forth in Section 2.6(b).


 


“Loan(s)”
means the Term Loan, the Additional Term Loan, the Revolving Loans and each and every advance thereunder, or any combination of
the foregoing, as the context may require. All references herein to the “making” of a Loan or words of similar import
shall mean, with respect to the Loan, the making of any advance in respect of a Loan.


 




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“Lockbox”
has the meaning set forth in Section 2.11.


 


“Lockbox Account”
means an account or accounts maintained at the Lockbox Bank into which collections of Accounts are paid, which account or accounts
shall be, if requested by Agent, opened in the name of Agent (or a nominee of Agent).


 


“Lockbox Bank”
has the meaning set forth in Section 2.11.


 


“Material
Adverse Effect” means with respect to any event, act, condition or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with
any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, (a) a
material adverse change in, or a material adverse effect upon, any of (i) the condition (financial or otherwise), operations,
business, properties or prospects of any of the Credit Parties, (ii) the rights and remedies of Agent or Lenders under any
Financing Document or the ability of Agent or Lenders to enforce the Obligations or realize upon the Collateral, or the ability
of any Credit Party to perform any of its obligations under any Financing Document to which it is a party, (iii) the legality,
validity or enforceability of any Financing Document, (iv) the existence, perfection or priority of any security interest
granted in any Financing Document, (v) the value of any material Collateral; (b) a material impairment to the likelihood
that Eligible Accounts in general will be collected and paid in the Ordinary Course of Business of any Borrower and upon the same
schedule and with the same frequency as such Borrowers’ recent collections history; or (c) the imposition of a
fine against or the creation of any liability of any Credit Party to any Governmental Authority in excess of $150,000.00.


 


“Material
Contracts” has the meaning set forth in Section 3.17.


 


“Maximum Lawful
Rate” has the meaning set forth in Section 2.7.


 


“MCF”
means MidCap Financial Trust, a Delaware statutory trust, and its successors and assigns.


 


“Minimum Liquidity”
means the sum of Revolving Loan Availability plus cash and cash equivalents that are (a) owned by any Credit Party,
and (b) not subject to any Lien other than a Lien in favor of Agent, excluding, however, any cash and cash equivalents in
a specified amount pledged to or held by Agent to secure a specified Obligation in that amount. For the avoidance of doubt, cash
and cash equivalents that in accordance with this Agreement secure the Loans generally are not excluded except to the extent so
specified.


 


“Multiemployer
Plan” means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any Credit Party or
any other member of the Controlled Group (or any Person who in the last five years was a member of the Controlled Group) is making
or accruing an obligation to make contributions or has within the preceding five plan years (as determined on the applicable date
of determination) made contributions.


 




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“New CSI Litigation”
means the litigation relating to NewCSI, Inc. described in Schedule 3.6..


 


“Notes”
has the meaning set forth in Section 2.3.


 


“Notice of
Borrowing” means a notice of a Responsible Officer of Borrower Representative, appropriately completed and substantially
in the form of Exhibit D hereto.


 


“Obligations”
means (a) all obligations, liabilities and indebtedness (monetary (including, without limitation, the payment of interest and other
amounts arising after the commencement of any case with respect to any Credit Party under the Bankruptcy Code or any similar statute
which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in
whole or in part in such case) or otherwise) of each Credit Party under this Agreement or any other Financing Document, in each
case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or
due or to become due and, (b) all Affiliated Obligations including, without limitation, the PRS Obligations.


 


“OFAC”
means the U.S. Department of Treasury Office of Foreign Assets Control.


 


“OFAC Lists”
means, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order
No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained
pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.


 


“Operative
Documents” means the Financing Documents, Subordinated Debt Documents, and any documents effecting any purchase or sale
or other transaction that is closing contemporaneously with the closing of the financing under this Agreement including, without
limitation, those related to the Warrant.


 


“Ordinary
Course of Business” means, in respect of any transaction involving any Credit Party, the ordinary course of business
of such Credit Party, as conducted by such Credit Party in a manner consistent in all material respects with past practices.


 


“Organizational
Documents” means, with respect to any Person other than a natural person, the documents by which such Person was organized
(such as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without
limitation, any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal
governance of such Person (such as by-laws, a partnership agreement or an operating, limited liability company or members agreement),
including any and all shareholder agreements or voting agreements relating to the capital stock or other equity interests of such
Person.


 


“Parent”
means Staffing 360 Solutions, Inc., a Nevada corporation.


 


“Payment Account”
means the account specified on the signature pages hereof into which all payments by or on behalf of each Borrower to Agent under
the Financing Documents shall be made, or such other account as Agent shall from time to time specify by notice to Borrower Representative.


 




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“Payment Notification”
means a written notification substantially in the form of Exhibit E hereto.


 


“PBGC”
means the Pension Benefit Guaranty Corporation and any Person succeeding to any or all of its functions under ERISA.


 


“Pension Plan”
means any ERISA Plan that is subject to Section 412 of the Code or Title IV of ERISA.


 


“Permits”
means all governmental licenses, authorizations, provider numbers, supplier numbers, registrations, permits, drug or device authorizations
and approvals, certificates, franchises, qualifications, accreditations, consents and approvals of a Credit Party required under
all applicable Laws and required for such Credit Party in order to carry on its business as now conducted.


 


“Permitted
Acquisitions” means (a) those acquisitions described in Schedule 1.1 that do not and will not result in an Event of Default
and that are not made when an Event of Default exists, (b) Permitted Foreign Acquisitions, and (c) such other acquisitions as the
Lenders may approve in their sole discretion from time to time.


 


“Permitted
Acquisition Other Debt” means Debt, incurred by a Person that is not a Credit Party but that is a Subsidiary of Credit
Party, in connection with a Permitted Acquisition with respect to which Agent has been offered the right within a reasonable time
to provide the working capital and other Debt financing but has not agreed, pursuant to clause (d) of Section 4.7 (Use of Proceeds),
that the proceeds of Revolving Loans and Additional Term Loans may be used.


 


“Permitted
Asset Dispositions” means the following Asset Dispositions, provided, however, that at the time of such Asset
Disposition, no Default or Event of Default exists or would result from such Asset Disposition: (a)  dispositions of furniture,
fixtures and equipment in the Ordinary Course of Business that the applicable Credit Party or Subsidiary determines in good faith
is no longer used or useful in the business of such Credit Party and its Subsidiaries, and (b) dispositions approved by Agent.


 


“Permitted
Contest” means, with respect to any tax obligation or other obligation allegedly or potentially owing from any Credit
Party or its Subsidiary to any governmental tax authority or other third party, a contest maintained in good faith by appropriate
proceedings promptly instituted and diligently conducted and with respect to which such reserve or other appropriate provision,
if any, as shall be required in conformity with GAAP shall have been made on the books and records and financial statements of
the applicable Credit Party(ies); provided, however, that (a) compliance with the obligation that is the subject
of such contest is effectively stayed during such challenge; (b)  such Credit Party’s and its Subsidiaries’ title
to, and its right to use, the Collateral is not adversely affected thereby and Agent’s Lien and priority on the Collateral
are not adversely affected, altered or impaired thereby; (c) Borrowers have given prior written notice to Agent of a Credit
Party’s or its Subsidiary’s intent to so contest the obligation; (d) the Collateral or any part thereof or any
interest therein shall not be in any danger of being sold, forfeited or lost by reason of such contest by Borrowers or its Subsidiaries;
(e) Borrowers have given Agent notice of the commencement of such contest and upon request by Agent, from time to time, notice
of the status of such contest by Credit Parties and/or confirmation of the continuing satisfaction of this definition; and (f) upon
a final determination of such contest, such Credit Party and its Subsidiaries shall promptly comply with the requirements thereof.


 




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“Permitted
Contingent Obligations” means (a) Contingent Obligations arising in respect of the Debt under the Financing Documents;
(b) Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course of Business; (c) Contingent
Obligations outstanding on the date of this Agreement and set forth on Schedule 5.1 (but not including any refinancings,
extensions, increases or amendments to the indebtedness underlying such Contingent Obligations other than extensions of the maturity
thereof without any other change in terms); (d) Contingent Obligations incurred in the Ordinary Course of Business with respect
to surety and appeal bonds, performance bonds and other similar obligations not to exceed $100,000 in the aggregate at any time
outstanding; (f) Contingent Obligations arising under indemnity agreements with title insurers to cause such title insurers
to issue to Agent mortgagee title insurance policies; (g) Contingent Obligations arising with respect to customary indemnification
obligations in favor of purchasers in connection with dispositions of personal property assets permitted under Section 5.6;
(h) [Reserved]; (i) so long as there exists no Event of Default both immediately before and immediately after giving effect
to any such transaction, Contingent Obligations existing or arising under any Swap Contract, provided, however, that such
obligations are (or were) entered into by a Credit Party or an Affiliate in the Ordinary Course of Business for the purpose of
directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated
by such Person and not for purposes of speculation; and (j) other Contingent Obligations not permitted by clauses (a) through
(i) above, not to exceed $100,000 in the aggregate at any time outstanding.


 


“Permitted
Debt” means: (a) Borrowers’ and its Subsidiaries’ Debt to Agent and each Lender under this Agreement
and the other Financing Documents; (b) Debt incurred as a result of endorsing negotiable instruments received in the Ordinary
Course of Business; (c) purchase money Debt not to exceed $500,000 at any time (whether in the form of a loan or a lease)
used solely to acquire equipment used in the Ordinary Course of Business and secured only by such equipment; (d) Debt existing,
or contemplated on the date of this Agreement and described on Schedule 5.1 (but not including any refinancings, extensions,
increases or amendments to such Debt other than extensions of the maturity thereof without any other change in terms); (e) so
long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Debt
existing or arising under any Swap Contract, provided, however, that such obligations are (or were) entered into by Borrower,
Credit Party or an Affiliate in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities,
commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation;
(f) Debt in the form of insurance premiums financed through the applicable insurance company; (g) trade accounts payable
arising and paid on a timely basis and in the Ordinary Course of Business; (h) Debt that is a Permitted Intercompany Transaction;
(i) Subordinated Debt; and (j) Permitted Acquisition Other Debt.


 




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“Permitted
Distributions” means the following Restricted Distributions: (a)  dividends payable solely in common stock and preferred
stock; (b) repurchases of stock from individuals were, but are no longer, employees, directors or consultants pursuant to
stock purchase agreements entered as part of their compensation so long as an Event of Default does not exist at the time of such
repurchase and would not exist after giving effect to such repurchase, provided, however, that such repurchase does not
exceed $100,000 in the aggregate per Fiscal Year; (c) dividends or distributions paid to a Borrower’s shareholder(s)
or member(s) solely to the extent and at the times necessary for such shareholder(s) or member(s) to pay its or their respective
federal (and, if applicable, state) income taxes arising from such shareholder(s)’ or member(s)’ respective allocable
shares of such Borrower’s income that are taxable directly to such shareholder(s) or member(s) and (d) dividends and distributions
that are Permitted Intercompany Transactions, provided, however, that no Event of Default shall exist, and no act, event
or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default.


 


“Permitted
Foreign Acquisitions” means the collective reference to each acquisition by Parent directly or indirectly by new wholly-owned
direct or indirect Subsidiaries, (a) of substantially all of the assets, or all of the capital stock, of a Person in the line of
business in which the Borrowers are engaged on the Closing Date or that is incidental thereto; (b) involving assets and operations
domiciled outside of the United States; (c) with respect to which, prior to the closing of such acquisition, Agent has received
pro forma financial statements and financial covenant calculations showing that on a pro forma basis the acquisition does not and
will not result in a Default or an Event of Default; and (d) made at time when no Default or Event of Default exists and with respect
to which no Default or Event of Default results.


 


“Permitted
Intercompany Transaction” has the meaning set forth in Section 5.8.


 


“Permitted
Investments” means: (a) Investments shown on Schedule 5.7 and existing on the Closing Date; (b) cash
and cash equivalents; (c) Investments consisting of the endorsement of negotiable instruments for deposit or collection
or similar transactions in the Ordinary Course of Business; (d) Investments consisting of (i) travel advances and employee
relocation loans and other employee loans and advances in the Ordinary Course of Business, and (ii) loans to employees, officers
or directors relating to the purchase of equity securities of Borrowers or their Subsidiaries pursuant to employee stock purchase
plans or agreements approved by Borrowers’ Board of Directors (or other governing body), but the aggregate of all such loans
outstanding may not exceed $100,000 at any time; (e) Investments (including debt obligations) received in connection with
the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with,
customers or suppliers arising in the Ordinary Course of Business; (f) Investments consisting of notes receivable of, or prepaid
royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the Ordinary Course of Business, provided,
however, that this subpart (f) shall not apply to Investments of Borrowers in any Subsidiary; (g) Investments consisting
of deposit accounts in which Agent has received a Deposit Account Control Agreement; (h) Investments by any Borrower in any
other Borrower made in compliance with Section 4.11(c); (i) Permitted Acquisitions; and
(j) other Investments in an amount not exceeding $100,000 in the aggregate.


 




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“Permitted
Liens” means: (a) deposits or pledges of cash to secure obligations under workmen’s compensation, social security
or similar laws, or under unemployment insurance (but excluding Liens arising under ERISA) pertaining to a Credit Party’s
employees, if any; (b) deposits or pledges of cash to secure bids, tenders, contracts (other than contracts for the payment
of money or the deferred purchase price of property or services), leases, statutory obligations, surety and appeal bonds and other
obligations of like nature arising in the Ordinary Course of Business; (c) carrier’s, warehousemen’s, mechanic’s,
workmen’s, materialmen’s or other like Liens on Collateral, other than any Collateral which is part of the Borrowing
Base, arising in the Ordinary Course of Business with respect to obligations which are not due, or which are being contested pursuant
to a Permitted Contest; (d) Liens on Collateral, other than Accounts, for taxes or other governmental charges not at the time
delinquent or thereafter payable without penalty or the subject of a Permitted Contest; (e) attachments, appeal bonds, judgments
and other similar Liens on Collateral other than Accounts, for sums not exceeding $100,000 in the aggregate arising in connection
with court proceedings; provided, however, that the execution or other enforcement of such Liens is effectively stayed
and the claims secured thereby are the subject of a Permitted Contest; (f) [reserved]; (g) Liens and encumbrances in
favor of Agent under the Financing Documents; (h) Liens on Collateral, other than Collateral which is part of the Borrowing
Base, existing on the date hereof and set forth on Schedule 5.2; (i) any Lien on any equipment securing Debt permitted
under subpart (c) of the definition of Permitted Debt, provided, however, that such Lien attaches concurrently
with or within twenty (20) days after the acquisition thereof; and (j) Liens on the property of a Person that is not a Credit Party
but that is a Subsidiary of Credit Part, which Liens secure only Permitted Acquisition Other Debt.


 


“Permitted
Modifications” means (a) such amendments or other modifications to a Borrower’s or Subsidiary’s Organizational
Documents as are required under this Agreement or by applicable Law and fully disclosed to Agent within thirty (30) days after
such amendments or modifications have become effective, and (b) such amendments or modifications to a Borrower’s or
Subsidiary’s Organizational Documents (other than those involving a change in the name of a Borrower or Subsidiary or involving
a reorganization of a Borrower or Subsidiary under the laws of a different jurisdiction) that would not adversely affect the rights
and interests of the Agent or Lenders and fully disclosed to Agent within thirty (30) days after such amendments or modifications
have become effective.


 


“Person”
means any natural person, corporation, limited liability company, professional association, limited partnership, general partnership,
joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization,
whether or not a legal entity, and any Governmental Authority.


 




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“Pro Rata
Share” means (a) with respect to a Lender’s obligation to make advances in respect of a Term Loan and such
Lender’s right to receive payments of principal and interest with respect to the Term Loans, the Term Loan Commitment Percentage
of such Lender, (b) with respect to a Lender’s obligation to make Revolving Loans, such Lender’s right to receive
the unused line fee described in Section 2.2(b), the Revolving Loan Commitment Percentage of such Lender, (c) with respect
to a Lender’s right to receive payments of principal and interest with respect to Revolving Loans, such Lender’s Revolving
Loan Exposure with respect thereto; (d) with respect to a Lender’s obligation to make advances in respect of an Additional
Term Loan and such Lender’s right to receive payments of principal and interest with respect to the Additional Term Loans,
the Additional Term Loan Commitment Percentage of such Lender, and e) for all other purposes (including, without limitation,
the indemnification obligations arising under Section 11.6) with respect to any Lender, the percentage obtained by dividing
(i) the sum of the Revolving Loan Commitment Amount, the Term Loan Commitment Amount and the Additional Term Loan Commitment
of such Lender (or, in the event the Revolving Loan Commitment and Term Loan Commitment shall have been terminated, such Lender’s
then existing Revolving Loan Outstandings or then outstanding principal advances of such Lender under the Term Loan and Additional
Term Loan, as applicable), by (ii) the sum of the Revolving Loan Commitment, the Term Loan Commitment Amount and the Additional
Term Loan (or, in the event the Revolving Loan Commitment, the Term Loan Commitment or the Additional Term Loan Commitment shall
have been terminated, the then existing Revolving Loan Outstandings or then outstanding principal advances of such Lenders under
the Term Loan and Additional Term Loan, as applicable) of all Lenders.


 


“PRS”
means PeopleServe PRS, INC., a Massachusetts corporation.


 


“PRS Credit
Agreement” means that certain Credit and Security Agreement dated the same date as this Agreement among PRS, the Agent
and the Lenders, as amended, restated, modified, substituted, extended and renewed from time to time.


 


“PRS Financing
Documents” means the collective reference to the “Financing Documents” (as that term is defined in the PRS
Credit Agreement)


 


“PRS Guaranty”
means that Payment Guaranty dated the same date as this Agreement by each Borrower, the Agent and the Lenders, as amended, restated,
modified, substituted, extended and renewed from time to time covering all of the PRS Obligations. The PRS Guaranty is one of the
Financing Documents and also one of the PRS Financing Documents.


 


“PRS Obligations”
means all obligations, liabilities and indebtedness (monetary (including, without limitation, the payment of interest and other
amounts arising after the commencement of any case with respect to PRS and any Credit Party (as that term is defined in the PRS
Credit Agreement) under the Bankruptcy Code or any similar statute which would accrue and become due but for the commencement of
such case, whether or not such amounts are allowed or allowable in whole or in part in such case) or otherwise) of PRS or such
Credit Party under this PRS Credit Agreement or any other PRS Financing Document, in each case howsoever created, arising or evidenced,
whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due. For the avoidance of doubt
PRS Obligations and include, without limitation, the “Obligations” (as that term is defined in the PRS Credit Agreement).


 


“Required
Lenders” means at any time Lenders holding (a) sixty-six and two thirds percent (66 2/3%) or more of the sum of
the Revolving Loan Commitment, the Term Loan Commitment and the Additional Term Loan Commitment (taken as a whole), or (b) if
the Revolving Loan Commitment, the Term Loan Commitment or Additional Term Loan has been terminated, sixty-six and two thirds percent
(66 2/3%) or more of the then aggregate outstanding principal balance of the
Loans.


 




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“Responsible
Officer” means any of the Executive Chairman (with respect the Parent), Chief Executive Officer, Chief Financial Officer
or any other officer of the applicable Credit Party acceptable to Agent.


 


“Restricted
Distribution” means as to any Person (a) any dividend or other distribution (whether in cash, securities or other
property) on any equity interest in such Person (except those payable solely in its equity interests of the same class), (b) any
payment by such Person on account of (i) the purchase, redemption, retirement, defeasance, surrender, cancellation, termination
or acquisition of any equity interests in such Person or any claim respecting the purchase or sale of any equity interest in such
Person (except in connection with the Warrant), or (ii) any option, warrant or other right to acquire any equity interests
in such Person (excluding, however the Warrant), (c) any management fees, salaries or other fees or compensation to any Person
holding an equity interest in a Credit Party or a Subsidiary of a Credit Party (other than (i) payments of salaries to individuals,
(ii) directors fees, and (iii) advances and reimbursements to employees or directors, all in the Ordinary Course of Business),
an Affiliate of a Credit Party or an Affiliate of any Subsidiary of a Credit Party, (d) any lease or rental payments to an
Affiliate or Subsidiary of a Credit Party, or (e) repayments of or debt service on loans or other indebtedness held by any
Person holding an equity interest in a Credit Party or a Subsidiary of a Credit Party, an Affiliate of a Credit Party or an Affiliate
of any Subsidiary of a Credit Party unless permitted under and made pursuant to a Subordination Agreement applicable to such loans
or other indebtedness.


 


“Revolving
Lender” means each Lender having a Revolving Loan Commitment Amount in excess of $0 (or, in the event the Revolving Loan
Commitment shall have been terminated at any time, each Lender at such time having Revolving Loan Outstandings in excess of $0).


 


“Revolving
Loan Availability” means, at any time, the Revolving Loan Limit minus the Revolving Loan Outstandings.


 


“Revolving
Loan Borrowing” means a borrowing of a Revolving Loan.


 


“Revolving
Loan Commitment” means, as of any date of determination, the aggregate Revolving Loan Commitment Amounts of all Lenders
as of such date.


 


“Revolving
Loan Commitment Amount” means, as to any Lender, the dollar amount set forth opposite such Lender’s name on the
Commitment Annex under the column “Revolving Loan Commitment Amount” (if such Lender’s name is not so set forth
thereon, then the dollar amount on the Commitment Annex for the Revolving Loan Commitment Amount for such Lender shall be deemed
to be $0), as such amount may be adjusted from time to time by (a) any amounts assigned (with respect to such Lender’s
portion of Revolving Loans outstanding and its commitment to make Revolving Loans) pursuant to the terms of any and all effective
assignment agreements to which such Lender is a party, and (b) any Additional Tranche(s) activated by Borrowers. For the avoidance
of doubt, the aggregate Revolving Loan Commitment Amount of all Lenders on the Closing Date shall be $22,000,000 and if the Additional
Tranche is fully activated by Borrowers pursuant to the terms of the Agreement such amount shall increase to $47,000,000.



 




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“Revolving
Loan Commitment Percentage” means, as to any Lender, (a) on the Closing Date, the percentage set forth opposite
such Lender’s name on the Commitment Annex under the column “Revolving Loan Commitment Percentage” (if such Lender’s
name is not so set forth thereon, then, on the Closing Date, such percentage for such Lender shall be deemed to be zero), and (b) on
any date following the Closing Date, the percentage equal to the Revolving Loan Commitment Amount of such Lender on such date divided
by the Revolving Loan Commitment on such date.


 


“Revolving
Loan Exposure” means, with respect to any Lender on any date of determination, the percentage equal to the amount of
such Lender’s Revolving Loan Outstandings on such date divided by the aggregate Revolving Loan Outstandings of all
Lenders on such date.


 


“Revolving
Loan Limit” means, at any time, the lesser of (a) the Revolving Loan Commitment and (b) the Borrowing Base.


 


“Revolving
Loan Outstandings” means, at any time of calculation, (a)  the then existing aggregate outstanding principal amount
of Revolving Loans, and (b) when used with reference to any single Lender, the then existing outstanding principal amount
of Revolving Loans advanced by such Lender.


 


“Revolving
Loans” has the meaning set forth in Section 2.1(b).


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Series A
Bond Debt” means all indebtedness, duties, liabilities and obligations,
including, without limitation,  principal and interest, with respect to the Series A Bonds described in Schedule 5.1 to
this Agreement.


 


“Securities
Account” means a “securities account” (as defined in Article 9 of the UCC), an investment account, or
other account in which investment property or securities are held or invested for credit to or for the benefit of any Credit Party
Grantor.


 


“Securities
Account Control Agreement” means an agreement, in form and substance satisfactory to Agent, among Agent, any applicable
Credit Party Grantor and each securities intermediary in which such Credit Party Grantor maintains a Securities Account pursuant
to which Agent shall obtain “control” (as defined in Article 9 of the UCC) over such Securities Account.


 


“Security
Document” means this Agreement and any other agreement, document or instrument executed concurrently herewith or at any
time hereafter pursuant to which one or more Credit Parties or any other Person either (a) Guarantees payment or performance
of all or any portion of the Obligations, and/or (b) provides, as security for all or any portion of the Obligations, a Lien
on any of its assets in favor of Agent for its own benefit and the benefit of the Lenders, as any or all of the same may be amended,
supplemented, restated or otherwise modified from time to time.


 




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“Solvent”
means, with respect to any Person, that such Person (a) owns and will own assets the fair saleable value of which are (i) greater
than the total amount of its liabilities (including contingent obligations, provided, however, contingent obligations with respect
to the NewCSI litigation shall be valued at zero ($0) except to the extent the same have been reduced to judgment), and (ii) greater
than the amount that will be required to pay the probable liabilities of its then existing debts as they become absolute and matured
considering all financing alternatives and potential asset sales reasonably available to it; (b) has capital that is not unreasonably
small in relation to its business as presently conducted or after giving effect to any contemplated transaction; and (c) does
not intend to incur and does not believe that it will incur debts beyond its ability to pay such debts as they become due.


 


“Staffing
Alliance” means Staffing 360 Alliance, Inc., a Nevada corporation. 


 


“Subordinated
Debt” means any Debt or other indebtedness, duties, liabilities
and obligations of Credit Parties incurred pursuant to the terms of the Subordinated Debt Documents and with the prior written
consent of Agent, all of which documents must be in form and substance acceptable to Agent in its sole discretion.


 


“Subordinated
Debt Documents” means any documents evidencing and/or securing Debt governed by a Subordination Agreement, all of which
documents must be in form and substance acceptable to Agent in its sole discretion.


 


“Subordinated
Debt Permitted Refinancing” means the assignment or refinancing of Subordinated Debt if (a) that Subordinated Debt
was incurred solely with respect to borrowed money, (b) the assignee or refinancer thereof has given the Agent not less than ten
(10) Business Days’ prior written notice of such assignment or refinancing, (c) prior to the consummation of any such assignment
or refinancing, the assignee or refinancer thereof shall execute and deliver to the Agent a joinder to the applicable Subordination
Agreement (or to a replacement thereof) satisfactory to Agent in its good faith discretion pursuant to which such assignee or refinancer
agrees to be bound by and subject to the terms the Subordination Agreement, (d) the assignee or refinancer specifically acknowledges
and agrees in that joinder that no provision of any Subordinated Debt Documents with respect such Subordinated Debt shall contain
any provision, and that no action shall be taken, that causes or that would cause a violation of Section 5.5 (Payments and Modifications
of Subordinated Debt) of this Agreement, (e) there exists no Default or Event of Default, and (f) the assignee or refinancer is
acceptable to the Lender in the exercise of its good faith discretion.


 


“Subordination
Agreement” means any agreement between Agent and another creditor of Credit Parties, as the same may be amended, supplemented,
restated or otherwise modified from time to time in accordance with the terms thereof, pursuant to which the Debt owing from any
Credit Party Grantor (s) and/or the Liens securing such Debt granted by any Credit Party Grantor (s) to such creditor are subordinated
in any way to the Obligations and the Liens created under the Security Documents, the terms and provisions of such Subordination
Agreements to have been agreed to by and be acceptable to Agent in the exercise of its sole discretion.


 




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“Subsidiary”
means, with respect to any Person, (a) any corporation of which an aggregate of more than fifty percent (50%) of the outstanding
capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether,
at the time, capital stock of any other class or classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person or one or
more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of more
than fifty percent (50%) of such capital stock whether by proxy, agreement, operation of law or otherwise, and (b) any partnership
or limited liability company in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether
in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%) or of which any such
Person is a general partner or may exercise the powers of a general partner. Unless the context otherwise requires, each reference
to a Subsidiary shall be a reference to a Subsidiary of a Credit Party.


 


“Swap Contract”
means any “swap agreement”, as defined in Section 101 of the Bankruptcy Code, that is obtained by Borrower to
provide protection against fluctuations in interest or currency exchange rates, but only if Agent provides its prior written consent
to the entry into such “swap agreement”.


 


“Taxes”
has the meaning set forth in Section 2.8.


 


“Termination
Date” means the earlier to occur of (a) the Commitment Expiry Date, (b) any date on which Agent accelerates
the maturity of the Loans pursuant to Section 10.2, or (c) the termination date stated in any notice of termination of
this Agreement provided by Borrowers in accordance with Section 2.12.


 


“Term Loan”
has the meaning set forth in Section 2.1(a).


 


“Term Loan
Commitment” means the sum of each Lender’s Term Loan Commitment Amount, which is equal to $3,000,000. 


 


“Term Loan
Commitment Amount” means, (a) as to any Lender that is a Lender on the Closing Date, the dollar amount set forth
opposite such Lender’s name on the Commitment Annex under the column “Term Loan Commitment Amount”, as such amount
may be adjusted from time to time by any amounts assigned (with respect to such Lender’s portion of Term Loans outstanding
and its commitment to make advances in respect of the Term Loan) pursuant to the terms of any and all effective assignment agreements
to which such Lender is a party, and (b) as to any Lender that becomes a Lender after the Closing Date, the amount of the
“Term Loan Commitment Amount(s)” of other Lender(s) assigned to such new Lender pursuant to the terms of the effective
assignment agreement(s) pursuant to which such new Lender shall become a Lender, as such amount may be adjusted from time to time
by any amounts assigned (with respect to such Lender’s portion of Term Loans outstanding and its commitment to make advances
in respect of the Term Loan) pursuant to the terms of any and all effective assignment agreements to which such Lender is a party.


 




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“Term Loan
Commitment Percentage” means, as to any Lender, (a) on the Closing Date, the percentage set forth opposite such
Lender’s name on the Commitment Annex under the column “Term Loan Commitment Percentage” (if such Lender’s
name is not so set forth thereon, then, on the Closing Date, such percentage for such Lender shall be deemed to be zero), and (b) on
any date following the Closing Date, the percentage equal to the Term Loan Commitment Amount of such Lender on such date divided
by the Term Loan Commitment on such date.


 


“UCC”
means the Uniform Commercial Code of the State of Maryland or of any other state the laws of which are required to be applied in
connection with the perfection of security interests in any Collateral.


 


“United States”
means the United States of America.


 


“Warrant”
means those certain warrants to purchase equity interests representing One Hundred Twenty Thousand (120,000) shares of the common
stock of the Parent at an exercise price of $1.25 per share, as appropriately completed and substantially in the form of Exhibit F
hereto.


 


Section
1.2           Accounting Terms and Determinations.


 


Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder (including, without limitation,
determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered
hereunder shall be prepared on a consolidated basis in accordance with GAAP applied on a basis consistent with the most recent
audited consolidated financial statements of Parent and its Consolidated Subsidiaries delivered to Agent and each of the Lenders
on or prior to the Closing Date. If at any time any change in GAAP would affect the computation of any financial ratio or financial
requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, the Agent, the
Lenders and Borrowers 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, however, that until
so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein
and (b) Borrowers, Parent and other applicable Credit Parties shall provide to the Agent and the Lenders financial statements
and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement
made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of
an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein
shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial
Accounting Standard having a similar result or effect) to value any Debt or other liabilities of any Credit Party or any Subsidiary
of any Credit Party at “fair value”, as defined therein.


 




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Section
1.3           Other Definitional and Interpretive Provisions.


 


References in this Agreement
to “Articles”, “Sections”, “Annexes”, “Exhibits”, or “Schedules” shall
be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided. Any
term defined herein may be used in the singular or plural. “Include”, “includes” and “including”
shall be deemed to be followed by “without limitation”. Except as otherwise specified or limited herein, references
to any Person include the successors and assigns of such Person. References “from” or “through” any date
mean, unless otherwise specified, “from and including” or “through and including”, respectively. Unless
otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be
made in lawful money of the United States and in immediately available funds. References to any statute or act shall include all
related current regulations and all amendments and any successor statutes, acts and regulations. All amounts used for purposes
of financial calculations required to be made herein shall be without duplication. References to any statute or act, without additional
reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument
or document shall include all schedules, exhibits, annexes and other attachments thereto. As used in this Agreement, the meaning
of the term “material” or the phrase “in all material respects” is intended to refer to an act, omission,
violation or condition which reflects or could reasonably be expected to result in a Material Adverse Effect. References to capitalized
terms that are not defined herein, but are defined in the UCC, shall have the meanings given them in the UCC. All references herein
to times of day shall be references to daylight or standard time, as applicable.


 


Section
1.4           Time is of the Essence.


 


Time is of the essence
in Borrower’s and each other Credit Party’s performance under this Agreement and all other Financing Documents.


 


ARTICLE
2 - LOANS


 


Section
2.1           Loans.


 


(a)          Term
Loans.


 


(i)          Term
Loan Amounts. On the terms and subject to the conditions set forth herein, the Lenders severally hereby agree to make to Borrowers
a term loan in an original principal amount equal to the Term Loan Commitment (“Term Loan”). Each Lender’s
obligation to fund the Term Loan shall be limited to such Lender’s Term Loan Commitment Percentage, and no Lender shall have
any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. No Borrower shall
have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time.  The Term Loan shall
be funded in one advance on the Closing Date. Borrowers shall deliver to Agent a Notice of Borrowing with respect to the proposed
Term Loan advance, such Notice of Borrowing to be delivered no later than noon (Eastern time) on the Closing Date.


 


(ii)         Scheduled
Repayments; Mandatory Prepayments; Optional Prepayments.


 


(A)         There
shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1
attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall
become immediately due and payable in full on the Termination Date.


 




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(B)         There
shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times:


 


(i)          Unless
Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any
casualty proceeds in excess of $25,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred
percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of
the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds
as Agent shall elect to apply to the Obligations;


 


(ii)         an
amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be
applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and


 


(iii)        unless
Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition in excess of
$25,000 that is not made in the Ordinary Course of Business, an amount equal to one hundred percent (100%) of the net cash proceeds
of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition
of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations,


 


Notwithstanding the
foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $25,000 (other
than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred
eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid
so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such
replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account
with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property Asset Dispositions that are not made
in the Ordinary Course of Business (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property,
unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds
to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account
with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1)
and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent.


 




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(C)         Borrowers
may from time to time, with at least two (2) Business Days prior delivery to Agent of an appropriately completed Payment Notification,
prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to $100,000
or a higher integral multiple of $25,000 without premium or penalty.


 


(iii)        All
Prepayments. Except as this Agreement may specifically provide otherwise, all prepayments of the Term Loan shall be applied
by Agent to the Obligations of the Term Loan in inverse order of maturity. The monthly payments required under Schedule 2.1
shall continue in the same amount (for so long as the Term Loan and/or (if applicable) any advance thereunder shall remain outstanding)
notwithstanding any partial prepayment, whether mandatory or optional, of the Term Loan.


 


(iv)        LIBOR
Rate.


 


(A)         Except
as provided in subsection (C) below, the Term Loan shall accrue interest at the LIBOR Rate plus the Applicable Margin.


 


(B)         The
LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased
costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable
Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes
of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors
of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding loans
bearing interest based upon the LIBOR Rate; provided, however, that notwithstanding anything in this Agreement 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 applicable
Law”, regardless of the date enacted, adopted or issued. In any such event, the affected Lender shall give Borrowers and
Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon
its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (I) require such Lender
to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount
of such adjustment, or (II) repay the Loans bearing interest based upon the LIBOR Rate with respect to which such adjustment
is made.


 




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(C)         In
the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation
of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical
for such Lender to maintain Loans bearing interest based upon the LIBOR Rate or to continue such maintaining, or to determine or
charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and
Agent promptly shall transmit the notice to each other Lender, (I) in the case of the pro rata share of the Term Loan held
by such Lender and then outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the
Interest Period of such portion of the Term Loan, and interest upon such portion thereafter shall accrue interest at the Base Rate
plus the Applicable Margin, and (II) such portion of the Term Loan shall continue to accrue interest at the Base Rate
plus the Applicable Margin until such Lender determines that it would no longer be unlawful or impractical to maintain such
Term Loan at the LIBOR Rate.


 


(D)         Anything
to the contrary contained herein notwithstanding, neither Agent nor any Lender is required actually to acquire eurodollar deposits
to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBOR Rate.


 


(b)          Revolving
Loans.


 


(i)          Revolving
Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans
to Borrowers from time to time as set forth herein (each a “Revolving Loan”, and collectively, “Revolving
Loans”) equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder,
provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving
Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing, such
Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed
borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders,
at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other charges
payable by any Credit Party from time to time arising under this Agreement or any other Financing Document. The Borrowing Base
shall be determined by Agent based on the most recent Borrowing Base Certificate delivered to Agent in accordance with this Agreement
and such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under
the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing
Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Agent’s good faith
credit judgment and discretion, such reserves are necessary.


 


(ii)         Mandatory
Revolving Loan Repayments and Prepayments.


 


(A)         The
Revolving Loan Commitment shall terminate on the Termination Date. On such Termination Date, there shall become due, and Borrowers
shall pay, the entire outstanding principal amount of each Revolving Loan, together with accrued and unpaid Obligations pertaining
thereto incurred to, but excluding the Termination Date; provided, however, that such payment is made not later than 12:00
Noon (Eastern time) on the Termination Date.


 




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(B)         If
at any time the Revolving Loan Outstandings exceed the Revolving Loan Limit, then, on the next succeeding Business Day, Borrowers
shall repay the Revolving Loans in an aggregate amount equal to such excess.


 


(C)         Principal
payable on account of Revolving Loans shall be payable by Borrowers to Agent (I) immediately upon the receipt by any Borrower
or Agent of any payments on or proceeds from any of the Accounts, to the extent of such payments or proceeds, as further described
in Section 2.11 below, and (II) in full on the Termination Date.


 


(iii)        Optional
Prepayments. Borrowers may from time to time prepay the Revolving Loans in whole or in part without premium or penalty (but
subject to the applicable provisions of Section 2.2(f)). Principal amounts paid or prepaid on the Revolving Loans may be reborrowed
in accordance with this Agreement.


 


(iv)        LIBOR
Rate.


 


(A)         Except
as provided in subsection (C) below, Revolving Loans shall accrue interest at the LIBOR Rate plus the Applicable Margin.


 


(B)         The
LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased
costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable
Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes
of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors
of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding loans
bearing interest based upon the LIBOR Rate; provided, however, that notwithstanding anything in this Agreement 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 applicable
Law”, regardless of the date enacted, adopted or issued. In any such event, the affected Lender shall give Borrowers and
Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon
its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (I) require such Lender
to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount
of such adjustment, or (II) repay the Loans bearing interest based upon the LIBOR Rate with respect to which such adjustment
is made.


 




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(C)         In
the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation
of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical
for such Lender to fund or maintain Loans bearing interest based upon the LIBOR Rate or to continue such funding or maintaining,
or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent
and Borrowers and Agent promptly shall transmit the notice to each other Lender and (I) in the case of any outstanding Loans
of such Lender bearing interest based upon the LIBOR Rate, the date specified in such Lender’s notice shall be deemed to
be the last day of the Interest Period of such Loans, and interest upon such Lender’s Loans thereafter shall accrue interest
at Base Rate plus the Applicable Margin, and (II)  such Loans shall continue to accrue interest at Base Rate plus
the Applicable Margin until such Lender determines that it would no longer be unlawful or impractical to maintain such Loans at
the LIBOR Rate.


 


(D)         Anything
to the contrary contained herein notwithstanding, neither Agent nor any Lender is required actually to acquire eurodollar deposits
to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBOR Rate.


 


(v)         Restriction
on Termination. Notwithstanding any prepayment of the Revolving Loan Outstandings or any other termination of Lenders’
Credit Exposure under this Agreement, Agents and Lenders shall have no obligation to release any of the Collateral securing the
Obligations under this Agreement while any portion of the Affiliated Obligations shall remain outstanding.


 


(c)          Additional
Tranches. After the Closing Date, so long as no Default or Event of Default exists and subject to the terms of this Agreement,
with the prior written consent of Agent and all Lenders in their sole discretion, the Revolving Loan Commitment may be increased
upon the written request of Borrower Representative (which such request shall state the aggregate amount of the Additional Tranche
requested and shall be made at least thirty (30) days prior to the proposed effective date of such Additional Tranche) to Agent
to activate an Additional Tranche; provided, however, that Agent and Lenders shall have no obligation to consent to any
requested activation of an Additional Tranche and the written consent of Agent and all Lenders shall be required in order to activate
an Additional Tranche. Upon activating an Additional Tranche, each Lender’s Commitment shall increase by a proportionate
amount so as to maintain the same Pro Rata Share of the Revolving Loan Commitment as such Lender held immediately prior to such
activation. In the event Agent and all Lenders do not consent to the activation of a requested Additional Tranche within forty-five
(45) days after receiving a written request from Borrower Representative, then the Revolving Loan Commitment shall not be increased
and, within the next ninety (90) days, Borrowers may terminate this Agreement upon written notice to Agent and, if the Borrowing
Base on the date of such request would have supported such increased Revolving Loan Commitment, upon repayment in full of all Obligations,
no fee shall be due pursuant to Section 2.2(f) in connection with such termination.


 




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(d)          Additional
Term Loans.


 


(i)          Additional
Term Loan Amounts. On the terms and subject to the conditions set forth herein, the Lenders severally hereby agree to make
to Borrowers a term loan up to the Additional Term Loan Commitment (“Additional Term Loan”); provided, that,
the aggregate availability of and advances under the Additional Term Loan Commitment to the Borrowers shall be limited to an amount
equal at the time of advance to (x) five percent (5%) of each $1,000,000 of the aggregate net amount of the Eligible Accounts minus
(y) the amount of any reserves and/or adjustments provided for in this Agreement (the “Additional Term Loan Aggregate
Availability”). The Additional Term Loan Aggregate Availability shall remain at the highest level reached at any time
during the term of this Agreement.


 


Each Lender’s
obligation to fund the Additional Term Loan shall be limited to such Lender’s Additional Term Loan Commitment Percentage,
and no Lender shall have any obligation to fund any portion of any Additional Term Loan required to be funded by any other Lender,
but not so funded. No Borrower shall have any right to reborrow any portion of the Additional Term Loan that is repaid or prepaid
from time to time. The Additional Term Loan may be funded in multiple advances in an aggregate amount not to exceed the available
Additional Term Loan Commitment. The initial Additional Term Loan shall be funded in the amount of $650,000 (for the purposes of
example, Borrowers’ Additional Term Loan Aggregate Availability on the Closing Date being greater than $13,000,000 but less
than $14,000,000) in one advance on the Closing Date. Lenders shall have no obligation to make more than two (2) advances in respect
of the Additional Term Loan per calendar week and Lenders shall have no obligation to make any advance of the Additional Term Loan
that is less than $50,000 or a higher integral multiple of $50,000. Borrowers shall deliver to Agent a Notice of Borrowing with
respect to each proposed Additional Term Loan advance, such Notice of Borrowing to be delivered no later than noon (Eastern time)
(i) on the Closing Date with respect to the initial Additional Term Loan advance and (ii) two (2) Business Days prior to such proposed
borrowing for each other Additional Term Loan Advance.


 


(ii)         Scheduled
Repayments; Mandatory Prepayments; Optional Prepayments.


 


(A)         The
Additional Term Loan Commitment shall terminate on the Termination Date. On such Termination Date, there shall become due, and
Borrowers shall pay, the entire outstanding principal amount of each Additional Term Loan, together with accrued and unpaid Obligations
pertaining thereto incurred to, but excluding the Termination Date; provided, however, that such payment is made not later
than 12:00 Noon (Eastern time) on the Termination Date..


 




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(B)         There
shall become due and payable and Borrowers shall prepay the Additional Term Loan in the following amounts and at the following
times:


 


(i)          Unless
Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any
casualty proceeds in excess of $25,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred
percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of
the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds
as Agent shall elect to apply to the Obligations;


 


(ii)         an
amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be
applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and


 


(iii)        unless
Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition in excess of
$25,000 that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which a Borrowing Base is calculated,
an amount equal to one hundred percent (100%) of the net cash proceeds of such Asset Disposition (net of out-of-pocket expenses
and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset),
or such lesser portion as Agent shall elect to apply to the Obligations.


 


Notwithstanding the
foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $25,000 (other
than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred
eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid
so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such
replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account
with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property Asset Dispositions that are not made
in the Ordinary Course of Business (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property,
unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds
to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account
with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1)
and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent.


 




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(C)         Borrowers
may from time to time, with at least two (2) Business Days prior delivery to Agent of an appropriately completed Payment Notification,
prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to $100,000
or a higher integral multiple of $25,000 without premium or penalty.


 


(iii)        All
Prepayments. Except as this Agreement may specifically provide otherwise, all prepayments of the Additional Term Loan shall
be applied by Agent to the Obligations of the Additional Term Loan in inverse order of maturity. The monthly payments required
under Schedule 2.1 shall continue in the same amount (for so long as the Additional Term Loan and/or (if applicable)
any advance thereunder shall remain outstanding) notwithstanding any partial prepayment, whether mandatory or optional, of the
Additional Term Loan. Notwithstanding anything to the contrary contained in the foregoing, in the event that there have been multiple
advances under the Additional Term Loan each of which such advances has a separate amortization schedule of principal payments
under Schedule 2.1 attached hereto, each prepayment of the Additional Term Loan shall be applied by Agent to reduce
and prepay the principal balance of the earliest-made advance then outstanding in the inverse order of maturity of the scheduled
payments with respect to such advance until such earliest-made advance is paid in full (and to the extent the total amount of any
such partial prepayment shall exceed the outstanding principal balance of such earliest-made advance, the remainder of such prepayment
shall be applied successively to the remaining advances under the Additional Term Loan in the direct order of the respective advance
dates in the manner provided for in this sentence).


 


(iv)        LIBOR
Rate.


 


(A)         Except
as provided in subsection (C) below, the Additional Term Loan shall accrue interest at the LIBOR Rate plus the Applicable
Margin.


 


(B)         The
LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased
costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable
Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes
of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors
of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding loans
bearing interest based upon the LIBOR Rate; provided, however, that notwithstanding anything in this Agreement 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 applicable
Law”, regardless of the date enacted, adopted or issued. In any such event, the affected Lender shall give Borrowers and
Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon
its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (I) require such Lender
to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount
of such adjustment, or (II) repay the Loans bearing interest based upon the LIBOR Rate with respect to which such adjustment
is made.


 




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(C)         In
the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation
of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical
for such Lender to maintain Loans bearing interest based upon the LIBOR Rate or to continue such maintaining, or to determine or
charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and
Agent promptly shall transmit the notice to each other Lender, (I) in the case of the pro rata share of the Additional Term
Loan held by such Lender and then outstanding, the date specified in such Lender’s notice shall be deemed to be the last
day of the Interest Period of such portion of the Additional Term Loan, and interest upon such portion thereafter shall accrue
interest at the Base Rate plus the Applicable Margin, and (II) such portion of the Additional Term Loan shall continue
to accrue interest at the Base Rate plus the Applicable Margin until such Lender determines that it would no longer be unlawful
or impractical to maintain such Additional Term Loan at the LIBOR Rate.


 


(D)         Anything
to the contrary contained herein notwithstanding, neither Agent nor any Lender is required actually to acquire eurodollar deposits
to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBOR Rate.


 


Section
2.2           Interest, Interest Calculations and Certain
Fees.


 


(a)          Interest.
From and following the Closing Date, except as expressly set forth in this Agreement, Loans and the other Obligations shall bear
interest at the sum of the LIBOR Rate plus the Applicable Margin. Interest on the Loans shall be paid in arrears on the
first (1st) day of each month and on the maturity of such Loans, whether by acceleration or otherwise. Interest on all other Obligations
shall be payable upon demand. For purposes of calculating interest, all funds transferred to the Payment Account for application
to any Revolving Loans, the Term Loan or the Additional Term Loan shall be subject to a four (4) Business Day clearance
period and all interest accruing on such funds during such clearance period shall accrue for the benefit of Agent, and not for
the benefit of the Lenders.


 




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(b)          Unused
Line Fee. From and following the Closing Date, Borrowers shall pay Agent, for the benefit of all Lenders committed to make
Revolving Loans, in accordance with their respective Pro Rata Shares, a fee in an amount equal to (i) (A) the Revolving
Loan Commitment minus (B) the average daily balance of the sum of the Revolving Loan Outstandings and the funded portion
of the Additional Term Loan outstanding during the preceding month, multiplied by (ii) 0.042%
per month. Such fee is to be paid monthly in arrears on the first day of each month.


 


(c)          [Reserved].


 


(d)          Collateral
Management Fee. From and following the Closing Date, Borrowers shall pay Agent, for its own account and not for the benefit
of any other Lenders, a fee in an amount equal to the product obtained by multiplying (i)  the average end-of-day aggregate
principal balances of the Revolving Loans and the Additional Term Loan outstanding during the immediately preceding month by
(ii) one tenth of one percent (0.10%) per month. For purposes of calculating the average end-of-day principal balance of Revolving
Loans, all funds paid into the Payment Account (or which were required to be paid into the Payment Account hereunder) or otherwise
received by Agent for the account of Borrowers shall be subject to a four (4) Business Day clearance period. The collateral management
fee shall be due and payable monthly in arrears on the first day of each month and be deemed fully earned when due and payable
and, once paid, shall be non-refundable.


 


(e)          Origination
Fee. Contemporaneous with Borrowers’ execution of this Agreement, Borrowers shall pay Agent, for the benefit of all Lenders
committed to make Revolving Loans on the Closing Date, in accordance with their respective Pro Rata Shares, a fee in an amount
equal to (i) the Revolving Loan Commitment, multiplied by (ii) five-tenths of one percent (0.50%). Contemporaneous with and
as a condition of the activation of an Additional Tranche in accordance with Section 2.1(c), Borrowers shall pay Agent, for
the benefit of all Lenders committed to provide the Additional Tranche, in accordance with their respective Pro Rata Shares, a
fee in an amount equal to (i) such Additional Tranche, multiplied by (ii) five-tenths of one percent (0.50%). Contemporaneous
with Borrowers execution of this Agreement, Borrowers shall pay Agent, for its own account and not for the benefit of any other
Lenders, a fee in an amount equal to the Term Loan Commitment multiplied by five-tenths of one percent (0.50%). All fees payable
pursuant to this paragraph shall be non-refundable as of the Closing Date. For the avoidance of doubt, (x) Agent acknowledges receipt
prior to the Closing Date of Borrowers’ good faith deposit the amount of $35,000, which amount shall be applied to Agents’
costs and expenses (including, without limitation, reasonable attorneys’ fees) and not to the origination fee, (y) no fee
shall be payable by virtue of this subsection (e) with respect to the Additional Term Loan, and (z) upon the occurrence of an Event
of Default any unpaid balance of such fees shall, at the discretion of the Administrative Agent, be immediately due and payable.


 


(f)          Deferred
Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this
Agreement terminate for any reason (whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default
or otherwise, except a termination pursuant to the applicable provisions of Section 2.1(c) above) and more than sixty (60) days
prior to the Commitment Expiry Date, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Revolving Loans
on the Closing Date, a fee as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under
this Agreement, equal to an amount determined by multiplying the Revolving Loan Commitment by the following applicable
percentage amount: 2% for the first and second year following the Closing Date and 1% thereafter. All fees payable pursuant to
this paragraph shall be deemed fully earned and non-refundable as of the Closing Date.


 




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(g)          [Reserved]


 


(h)          [Reserved]


 


(i)          Audit
Fees. Borrowers shall pay to Agent, for its own account and not for the benefit of any other Lenders, all reasonable fees and
expenses in connection with audits and inspections of Borrowers’ books and records (provided, however, unless a Default or
an Event of Default exists, Borrowers shall not be responsible for the fees and expenses of more than one such audit and inspection
in any Fiscal Quarter), and with audits, valuations or appraisals of the Collateral, audits of Borrowers’ compliance with
applicable Laws and such other matters as Agent shall deem appropriate, which shall be due and payable on the first Business Day
of the month following the date of issuance by Agent of a written request for payment thereof to Borrowers.


 


(j)          Wire
Fees. Borrowers shall pay to Agent, for its own account and not for the account of any other Lenders, on written demand, fees
for incoming and outgoing wires made for the account of Borrowers, such fees to be based on Agent’s then current wire fee
schedule (available upon written request of the Borrowers).


 


(k)          Late
Charges. If payments of principal (other than a final installment of principal upon the Termination Date), interest due on
the Obligations, or any other amounts due hereunder or under the other Financing Documents are not timely made and remain overdue
for a period of five (5) days, Borrowers, without notice or demand by Agent, promptly shall pay to Agent, for its own account and
not for the benefit of any other Lenders, as additional compensation to Agent in administering the Obligations, an amount equal
to three percent (3.0%) of each delinquent payment.


 


(l)          Computation
of Interest and Related Fees. All interest and fees under each Financing Document shall be calculated on the basis of a 360-day
year for the actual number of days elapsed. The date of funding of a Loan shall be included in the calculation of interest. The
date of payment of a Loan shall be excluded from the calculation of interest. If a Loan is repaid on the same day that it is made,
one (1) day’s interest shall be charged.


 


(m)          Automated
Clearing House Payments. If Agent so elects, monthly payments of principal, interest, fees, expenses or any other amounts due
and owing from Borrower to Agent hereunder shall be paid to Agent by Automated Clearing House debit of immediately available funds
from the financial institution account designated by Borrower Representative in the Automated Clearing House debit authorization
executed by Borrowers or Borrower Representative in connection with this Agreement, and shall be effective upon receipt. Borrowers
shall execute any and all forms and documentation necessary from time to time to effectuate such automatic debiting. In no event
shall any such payments be refunded to Borrowers.


 




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Section
2.3           Notes.


 


The portion of the Loans
made by each Lender shall be evidenced, if so requested by such Lender, by one or more promissory notes executed by Borrowers on
a joint and several basis (each, a “Note”) in an original principal amount equal to such Lender’s Revolving
Loan Commitment Amount, the Term Loan Commitment Amount or the Additional Term Loan Commitment Amount. Upon activation of an Additional
Tranche in accordance with Section 2.1(c) hereof, Borrowers shall deliver to each Lender to whom Borrowers previously delivered
a Note, a restated Note evidencing such Lender’s Revolving Loan Commitment Amount.


 


Section
2.4           [Reserved].


 


Section
2.5           [Reserved].


 


Section
2.6           General Provisions Regarding Payment; Loan Account.


 


(a)          All
payments to be made by each Borrower under any Financing Document, including payments of principal and interest made hereunder
and pursuant to any other Financing Document, and all fees, expenses, indemnities and reimbursements, shall be made without set-off,
recoupment or counterclaim. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall
be extended to and due and payable on the next succeeding Business Day and, with respect to payments of principal, interest thereon
shall be payable at the then applicable rate during such extension (it also being understood and agreed that, solely for purposes
of calculating financial covenants and computations contained herein and determining compliance therewith, if payment is made,
in full, on any such extended due date, such payment shall be deemed to have been paid on the original due date without giving
effect to any extension thereto). Any payments received in the Payment Account before 12:00 Noon (Eastern time) on any date shall
be deemed received by Agent on such date, and any payments received in the Payment Account at or after 12:00 Noon (Eastern time)
on any date shall be deemed received by Agent on the next succeeding Business Day. In the absence of receipt by Agent of a written
designation by Borrower Representative, at least two (2) Business Days prior to such prepayment, that such prepayment is to be
applied to a Term Loan or Additional Term Loan, Borrowers and each Lender hereby authorize and direct Agent, subject to the provisions
of Section 2.11(d) and Section 10.7 hereof, to apply such prepayment against then outstanding Revolving Loans, and second,
if no Revolving Loans are then outstanding, first pro rata against all outstanding Term Loans in accordance with the provisions
of Section 2.1(a)(iii); and second, pro rata against all outstanding Additional Term Loans in accordance with the provisions
of Section 2.1(d)(iii); provided, however, that if Agent at any time determines that payments received by Agent were
in respect of a mandatory prepayment event, Agent shall apply such payments first in accordance with the provisions of Section 2.1(a)(ii);
and second, in accordance with the provisions of Section 2.1(d)(ii) and shall be fully authorized by Borrowers and each Lender
to make corresponding Loan Account reversals in respect thereof.


 




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(b)          Agent
shall maintain a loan account (the “Loan Account”) on its books to record Loans and other extensions of credit
made by the Lenders hereunder or under any other Financing Document, and all payments thereon made by each Borrower. All entries
in the Loan Account shall be made in accordance with Agent’s customary accounting practices as in effect from time to time.
The balance in the Loan Account, as recorded in Agent’s books and records at any time shall be conclusive and binding evidence
of the amounts due and owing to Agent by each Borrower absent manifest error; provided, however, that any failure
to so record or any error in so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing
hereunder or under any other Financing Document. Agent shall endeavor to provide Borrowers with a monthly statement regarding the
Loan Account (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide any such statement). Unless
any Borrower notifies Agent of any objection to any such statement (specifically describing the basis for such objection) within
ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrowers in all respects
as to all matters reflected therein.


 


Section
2.7           Maximum Interest.


 


In no event shall the interest
charged with respect to the Loans or any other Obligations of any Borrower under any Financing Document exceed the maximum amount
permitted under the laws of the State of Maryland or of any other applicable jurisdiction. Notwithstanding anything to the contrary
herein or elsewhere, if at any time the rate of interest payable hereunder or under any Note or other Financing Document (the “Stated
Rate”) would exceed the highest rate of interest permitted under any applicable law to be charged (the “Maximum
Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be
equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than
the Maximum Lawful Rate, each Borrower shall, to the extent permitted by law, continue to pay interest at the Maximum Lawful Rate
until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate
been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated
Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply.
In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received had the interest
been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received
interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal
balance of the Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are
then outstanding, such excess or part thereof remaining shall be paid to Borrowers. In computing interest payable with reference
to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful
Rate divided by the number of days in the year in which such calculation is made.


 




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Section
2.8           Taxes; Capital Adequacy.


 


(a)          All
payments of principal and interest on the Loans and all other amounts payable hereunder shall be made free and clear of and without
deduction for any present or future income, excise, stamp, documentary, payroll, employment, property or franchise taxes and other
taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties
thereon) imposed by any taxing authority, excluding taxes imposed on or measured by Agent’s or any Lender’s net income
by the jurisdictions under which Agent or such Lender is organized or conducts business (other than solely as the result of entering
into any of the Financing Documents or taking any action thereunder) (all non-excluded items being called “Taxes”).
If any withholding or deduction from any payment to be made by any Borrower hereunder is required in respect of any Taxes pursuant
to any applicable Law, then Borrowers will: (i) pay directly to the relevant authority the full amount required to be so withheld
or deducted; (ii) promptly forward to Agent an official receipt or other documentation satisfactory to Agent evidencing such
payment to such authority; and (iii) pay to Agent for the account of Agent and Lenders such additional amount or amounts as
is necessary to ensure that the net amount actually received by Agent and each Lender will equal the full amount Agent and such
Lender would have received had no such withholding or deduction been required. If any Taxes are directly asserted against Agent
or any Lender with respect to any payment received by Agent or such Lender hereunder, Agent or such Lender may pay such Taxes and
Borrowers will promptly pay such additional amounts (including any penalty, interest or expense) as is necessary in order that
the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal
the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the
day which is two hundred seventy (270) days prior to the date on which Agent or such Lender first made written demand therefor.


 


(b)          If
any Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to Agent, for the account of
Agent and the respective Lenders, the required receipts or other required documentary evidence, Borrowers shall indemnify Agent
and Lenders for any incremental Taxes, interest or penalties that may become payable by Agent or any Lender as a result of any
such failure.


 


(c)          Each
Lender that (i) is organized under the laws of a jurisdiction other than the United States, and (ii)(A) is a party hereto
on the Closing Date or (B) purports to become an assignee of an interest as a Lender under this Agreement after the Closing
Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) (each such Lender a “Foreign
Lender”) shall execute and deliver to each of Borrowers and Agent one or more (as Borrowers or Agent may reasonably request)
United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8IMY (as applicable) and other applicable forms, certificates or
documents prescribed by the United States Internal Revenue Service or reasonably requested by Agent certifying as to such Lender’s
entitlement to a complete exemption from withholding or deduction of Taxes. Borrowers shall not be required to pay additional amounts
to any Lender pursuant to this Section 2.8 with respect to United States withholding and income Taxes to the extent that the
obligation to pay such additional amounts would not have arisen but for the failure of such Lender to comply with this paragraph
other than as a result of a change in law.


 




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(d)          If
any Lender shall determine in its commercially reasonable judgment that the adoption or taking effect of, or any change in, any
applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the
interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such
Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would
have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence
of such Lender’s obligations hereunder to a level below that which such Lender or such controlling Person could have achieved
but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration
such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon
written demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation
of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrowers shall promptly pay to such
Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts
have accrued on or after the day which is two hundred seventy (270) days prior to the date on which such Lender first made demand
therefor; provided, however, that notwithstanding anything in this Agreement 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 applicable Law”, regardless of the
date enacted, adopted or issued.


 


(e)          If
any Lender requires compensation under Section 2.8(d), or requires any Borrower to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section 2.8(a), then, upon the written request of
Borrower Representative, such Lender shall use reasonable efforts to designate a different lending office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder (subject to the terms of this Agreement) to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or
materially reduce amounts payable pursuant to any such subsection, as the case may be, in the future, and (ii) would not subject
such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender (as determined in its
sole discretion). Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.


 


Section
2.9           Appointment of Borrower Representative.


 


(a)          Each
Borrower hereby irrevocably designates, appoints and constitutes Borrower Representative as its representative, agent and attorney-in-fact
to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and
Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans, giving and receiving
all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including
in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the
other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower
or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to
any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require
that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower.


 




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(b)          Borrower
Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this
Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be
remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower.


 


(c)          Each
Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and
all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and
the other Financing Documents.


 


(d)          Any
notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower
Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall
be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower.


 


(e)          No
resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be
effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under
this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall
be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative
hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative
and the term “Borrower Representative” shall mean such successor Borrower Representative for all purposes of this Agreement
and the other Financing Documents, and the retiring or terminated Administrative Loan Party’s appointment, powers and duties
as Administrative Loan Party shall be thereupon terminated.


 


Section
2.10         Joint and Several Liability; Rights of Contribution; Subordination
and Subrogation.


 


(a)          Borrowers
are defined collectively to include all Persons named as one of the Borrowers herein; provided, however, that any
references herein to “any Borrower”, “each Borrower” or similar references, shall be construed as a reference
to each individual Person named as one of the Borrowers herein. Each Person so named shall be jointly and severally liable for
all of the obligations of Borrowers under this Agreement. Each Borrower, individually, expressly understands, agrees and acknowledges,
that the credit facilities would not be made available on the terms herein in the absence of the collective credit of all of the
Persons named as the Borrowers herein, the joint and several liability of all such Persons, and the cross-collateralization of
the collateral of all such Persons. Accordingly, each Borrower individually acknowledges that the benefit to each of the Persons
named as one of the Borrowers as a whole constitutes reasonably equivalent value, regardless of the amount of the credit facilities
actually borrowed by, advanced to, or the amount of collateral provided by, any individual Borrower. In addition, each entity named
as one of the Borrowers herein hereby acknowledges and agrees that all of the representations, warranties, covenants, obligations,
conditions, agreements and other terms contained in this Agreement shall be applicable to and shall be binding upon and measured
and enforceable individually against each Person named as one of the Borrowers herein as well as all such Persons when taken together.
By way of illustration, but without limiting the generality of the foregoing, the terms of Section 10.1 of this Agreement
are to be applied to each individual Person named as one of the Borrowers herein (as well as to all such Persons taken as a whole),
such that the occurrence of any of the events described in Section 10.1 of this Agreement as to any Person named as one of
the Borrowers herein shall constitute an Event of Default even if such event has not occurred as to any other Persons named as
the Borrowers or as to all such Persons taken as a whole.


 




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(b)          Notwithstanding
any provisions of this Agreement to the contrary, it is intended that the joint and several nature of the liability of each Borrower
for the Obligations and the Liens granted by Borrowers to secure the Obligations, not constitute a Fraudulent Conveyance (as defined
below). Consequently, Agent, Lenders and each Borrower agree that if the liability of a Borrower for the Obligations, or any Liens
granted by such Borrower securing the Obligations would, but for the application of this sentence, constitute a Fraudulent Conveyance,
the liability of such Borrower and the Liens securing such liability shall be valid and enforceable only to the maximum extent
that would not cause such liability or such Lien to constitute a Fraudulent Conveyance, and the liability of such Borrower and
this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, the term “Fraudulent
Conveyance” means a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the Bankruptcy Code
or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance or fraudulent transfer
law or similar law of any state, nation or other governmental unit, as in effect from time to time.


 


(c)          Agent
is hereby authorized, without notice or demand (except as otherwise specifically required under this Agreement) and without affecting
the liability of any Borrower hereunder, at any time and from time to time, to (i) renew, extend or otherwise increase the
time for payment of the Obligations; (ii) with the written agreement of any Borrower, change the terms relating to the Obligations
or otherwise modify, amend or change the terms of any Note or other agreement, document or instrument now or hereafter executed
by any Borrower and delivered to Agent for any Lender; (iii) accept partial payments of the Obligations; (iv) take and
hold any Collateral for the payment of the Obligations or for the payment of any guaranties of the Obligations and exchange, enforce,
waive and release any such Collateral; (v) apply any such Collateral and direct the order or manner of sale thereof as Agent,
in its sole discretion, may determine; and (vi) settle, release, compromise, collect or otherwise liquidate the Obligations
and any Collateral therefor in any manner, all guarantor and surety defenses being hereby waived by each Borrower. Without limitations
of the foregoing, with respect to the Obligations, each Borrower hereby makes and adopts each of the agreements and waivers set
forth in each Guarantee, the same being incorporated hereby by reference. Except as specifically provided in this Agreement or
any of the other Financing Documents, Agent shall have the exclusive right to determine the time and manner of application of any
payments or credits, whether received from any Borrower or any other source, and such determination shall be binding on all Borrowers.
All such payments and credits may be applied, reversed and reapplied, in whole or in part, to any of the Obligations that Agent
shall determine, in its sole discretion, without affecting the validity or enforceability of the Obligations of the other Borrower.


 




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(d)          Each
Borrower hereby agrees that, except as hereinafter provided, its obligations hereunder shall be unconditional, irrespective of
(i) the absence of any attempt to collect the Obligations from any obligor or other action to enforce the same; (ii) the
waiver or consent by Agent with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or
any other agreement heretofore, now or hereafter executed by a Borrower and delivered to Agent; (iii) failure by Agent to
take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the
Obligations; (iv) the institution of any proceeding under the Bankruptcy Code, or any similar proceeding, by or against a
Borrower or Agent’s election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code;
(v) any borrowing or grant of a security interest by a Borrower as debtor-in-possession, under Section 364 of the Bankruptcy
Code; (vi) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Agent’s claim(s)
for repayment of any of the Obligations; or (vii) any other circumstance other than payment in full of the Obligations which
might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety.


 


(e)          The
Borrowers hereby agree, as between themselves, that to the extent that Agent, on behalf of Lenders, shall have received from any
Borrower any Recovery Amount (as defined below), then the paying Borrower shall have a right of contribution against each other
Borrower in an amount equal to such other Borrower’s contributive share of such Recovery Amount; provided, however, that
in the event any Borrower suffers a Deficiency Amount (as defined below), then the Borrower suffering the Deficiency Amount shall
be entitled to seek and receive contribution from and against the other Borrowers in an amount equal to the Deficiency Amount;
and provided, further, that in no event shall the aggregate amounts so reimbursed by reason of the contribution of any Borrower
equal or exceed an amount that would, if paid, constitute or result in Fraudulent Conveyance. Until all Obligations have been paid
and satisfied in full, no payment made by or for the account of a Borrower including, without limitation, (i) a payment made
by such Borrower on behalf of the liabilities of any other Borrower, or (ii) a payment made by any other Guarantor under any
Guarantee, shall entitle such Borrower, by subrogation or otherwise, to any payment from such other Borrower or from or out of
such other Borrower’s property. The right of each Borrower to receive any contribution under this Section 2.10(e) or
by subrogation or otherwise from any other Borrower shall be subordinate in right of payment to the Obligations and such Borrower
shall not exercise any right or remedy against such other Borrower or any property of such other Borrower by reason of any performance
of such Borrower of its joint and several obligations hereunder, until the Obligations have been indefeasibly paid and satisfied
in full, and no Borrower shall exercise any right or remedy with respect to this Section 2.10(e) until the Obligations have
been indefeasibly paid and satisfied in full. As used in this Section 2.10(e), the term “Recovery Amount”
means the amount of proceeds received by or credited to Agent from the exercise of any remedy of the Lenders under this Agreement
or the other Financing Documents, including, without limitation, the sale of any Collateral. As used in this Section 2.10(e),
the term “Deficiency Amount” means any amount that is less than the entire amount a Borrower is entitled to
receive by way of contribution or subrogation from, but that has not been paid by, the other Borrowers in respect of any Recovery
Amount attributable to the Borrower entitled to contribution, until the Deficiency Amount has been reduced to $0 through contributions
and reimbursements made under the terms of this Section 2.10(e) or otherwise.


 




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Section
2.11         Collections and Lockbox Account.


 


(a)          Borrowers
shall maintain a lockbox (the “Lockbox”) with a United States depository institution designated from time to
time by Agent (the “Lockbox Bank”), subject to the provisions of this Agreement, and shall execute with the
Lockbox Bank a Deposit Account Control Agreement and such other agreements related to such Lockbox as Agent may require. Borrowers
shall ensure that all collections of Accounts (other than Accounts for which the Account Debtor is a Governmental Account Debtor)
are paid directly from Account Debtors (i) into the Lockbox for deposit into the Lockbox Account and/or (ii) directly
into the Lockbox Account; provided, however, unless Agent shall otherwise direct by written notice to Borrowers, Borrowers
shall be permitted to cause Account Debtors who are individuals to pay Accounts directly to Borrowers, which Borrowers shall then
administer and apply in the manner required below. All funds deposited into a Lockbox Account when collected shall be transferred
into the Payment Account by the close of each Business Day.


 


(b)          [Reserved]


 


(c)          Notwithstanding
anything in any lockbox agreement or Deposit Account Control Agreement to the contrary, Borrowers agree that they shall be liable
for any fees and charges in effect from time to time and charged by the Lockbox Bank in connection with the Lockbox, the Lockbox
Account, and that Agent shall have no liability therefor. Borrowers hereby indemnify and agree to hold Agent harmless from any
and all liabilities, claims, losses and demands whatsoever, including reasonable attorneys’ fees and expenses, arising from
or relating to actions of Agent or the Lockbox Bank pursuant to this Section or any lockbox agreement or Deposit Account Control
Agreement or similar agreement, except to the extent of such losses arising solely from Agent’s gross negligence or willful
misconduct.


 


(d)          Agent
shall apply, on a daily basis, all funds transferred into the Payment Account pursuant to this Section to reduce the outstanding
Revolving Loans in such order of application as Agent shall elect. Agent shall have no obligation to apply any funds transferred
into the Payment Account pursuant to this Section to reduce the outstanding Term Loan or Additional Term Loan, but Agent shall
have the option to apply such funds to any Term Loan or Additional Term Loan to the extent of any payments (whether of principal,
interest or otherwise) due and payable in respect thereof, but, for the avoidance of doubt, not to any prepayment of any Term Loan
or Additional Term Loan unless Borrowers have requested that Agent do so. If as the result of collections of Accounts pursuant
to the terms and conditions of this Section, a credit balance exists with respect to the Loan Account, such credit balance shall
not accrue interest in favor of Borrowers, but Agent shall transfer such funds on the next Business Day into an account designated
by Borrower Representative for so long as no Event of Default exists.


 




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(e)          To
the extent that any collections of Accounts or proceeds of other Collateral are not sent directly to the Lockbox or Lockbox Account
but are received by any Borrower, such collections shall be held in trust for the benefit of Agent pursuant to an express trust
created hereby and immediately remitted, in the form received, to applicable Lockbox or Lockbox Account. No such funds received
by any Borrower shall be commingled with other funds of the Borrowers. If any funds received by any Borrower are commingled with
other funds of the Borrowers, or are required to be deposited to a Lockbox or Lockbox Account and are not so deposited within two
(2) Business Days, then Borrowers shall pay to Agent, for its own account and not for the account of any other Lenders, a compliance
fee equal to $500 for each day that any such conditions exist.


 


(f)          Borrowers
acknowledge and agree that compliance with the terms of this Section is essential, and that Agent and Lenders will suffer
immediate and irreparable injury and have no adequate remedy at law, if any Borrower, through acts or omissions, causes or permits
Account Debtors to send payments other than to the Lockbox or Lockbox Accounts or if any Borrower fails to promptly deposit collections
of Accounts or proceeds of other Collateral in the Lockbox Account as herein required. Accordingly, in addition to all other rights
and remedies of Agent and Lenders hereunder, Agent shall have the right to seek specific performance of the Borrowers’ obligations
under this Section, and any other equitable relief as Agent may deem necessary or appropriate, and Borrowers waive any requirement
for the posting of a bond in connection with such equitable relief.


 


(g)          Borrowers
shall not, and Borrowers shall not suffer or permit any Credit Party to, (i) withdraw any amounts from any Lockbox Account,
(ii) change the procedures or sweep instructions under the agreements governing any Lockbox Accounts, or (iii) send to
or deposit in any Lockbox Account any funds other than payments made with respect to and proceeds of Accounts or other Collateral.
Borrowers shall, and shall cause each Credit Party to, cooperate with Agent in the identification and reconciliation on a daily
basis of all amounts received in or required to be deposited into the Lockbox Accounts. If more than five percent (5%) of the collections
of Accounts received by Borrowers during any given fifteen (15) day period is not identified or reconciled to the reasonable satisfaction
of Agent within ten (10) Business Days of receipt, Agent shall not be obligated to make further advances under this Agreement until
such amount is identified or is reconciled to the reasonable satisfaction of Agent, as the case may be. In addition, if any such
amount cannot be identified or reconciled to the reasonable satisfaction of Agent, Agent may utilize its own staff or, if it deems
necessary, engage an outside auditor, in either case at Borrowers’ expense (which in the case of Agent’s own staff
shall be in accordance with Agent’s then prevailing customary charges (plus expenses)), to make such examination and
report as may be necessary to identify and reconcile such amount.


 


(h)          If
any Borrower breaches its obligation to direct payments of the proceeds of the Collateral to the Lockbox Account, Agent, as the
irrevocably made, constituted and appointed true and lawful attorney for Borrowers, may, by the signature or other act of any of
Agent’s authorized representatives (without requiring any of them to do so), direct any Account Debtor to pay proceeds of
the Collateral to Borrowers by directing payment to the Lockbox Account.


 




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Section
2.12         Termination; Restriction on Termination.


 


(a)          Termination
by Lenders. In addition to the rights set forth in Section 10.2, Agent may, and at the direction of Required Lenders shall,
terminate this Agreement without notice upon or after the occurrence and during the continuance of an Event of Default.


 


(b)          Termination
by Borrowers. Upon at least thirty (30) days’ prior written notice to Agent and Lenders, Borrowers may, at its option,
terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied with
Section 2.2(f) and all Obligations have been paid. Any notice of termination given by Borrowers shall be irrevocable unless
all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans or
issue or procure any Letters of Credit or Support Agreements on or after the termination date stated in such notice. Borrowers
may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may
be terminated singly.


 


(c)          Effectiveness
of Termination. All of the Obligations shall be immediately due and payable upon the Termination Date. All undertakings, agreements,
covenants, warranties and representations of Borrowers contained in the Financing Documents shall survive any such termination
and Agent shall retain its Liens in the Collateral and Agent and each Lender shall retain all of its rights and remedies under
the Financing Documents notwithstanding such termination until all Obligations and Affiliated Obligations have been discharged
or paid, in full, in immediately available funds, including, without limitation, all Obligations under Section 2.2(f) and
the terms of any fee letter resulting from such termination. Notwithstanding the foregoing or the payment in full of the Obligations,
Agent shall not be required to terminate its Liens in the Collateral unless, with respect to any loss or damage Agent may incur
as a result of dishonored checks or other items of payment received by Agent from Borrower or any Account Debtor and applied to
the Obligations, Agent shall, at its option, (i) have received a written agreement satisfactory to Agent, executed by Borrowers
and by any Person whose loans or other advances to Borrowers are used in whole or in part to satisfy the Obligations, indemnifying
Agent and each Lender from any such loss or damage or (ii) have retained cash Collateral or other Collateral for such period
of time as Agent, in its discretion, may deem necessary to protect Agent and each Lender from any such loss or damage.


 


ARTICLE
3 - REPRESENTATIONS AND WARRANTIES


 


To induce Agent and Lenders
to enter into this Agreement and to make the Loans and other credit accommodations contemplated hereby, each of the Borrowers and
Parent hereby represents and warrants to Agent and each Lender that:


 


Section
3.1           Existence and Power.


 


Each Credit Party is an
entity as specified on Schedule 3.1, is duly organized, validly existing and in good standing under the laws of the
jurisdiction specified on Schedule 3.1 and no other jurisdiction, has the same legal name as it appears in such Credit
Party’s Organizational Documents and an organizational identification number (if any), in each case as specified on Schedule 3.1,
and has all powers and all Permits necessary or desirable in the operation of its business as presently conducted or as proposed
to be conducted, except where the failure to have such Permits could not reasonably be expected to have a Material Adverse Effect.
Each Credit Party is qualified to do business as a foreign entity in each jurisdiction in which it is required to be so qualified,
which jurisdictions as of the Closing Date are specified on Schedule 3.1, except where the failure to be so qualified
could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.1, no Credit
Party (a) has had, over the five (5) year period preceding the Closing Date, any name other than its current name, or (b) was
incorporated or organized under the laws of any jurisdiction other than its current jurisdiction of incorporation or organization.


 




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Section
3.2           Organization and Governmental Authorization;
No Contravention.


 


The execution, delivery
and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized
by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with,
any Governmental Authority and, except as set forth on Schedule 3.2, do not violate, conflict with or cause a breach or a default
under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any
agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect
to this clause (b), reasonably be expected to have a Material Adverse Effect.


 


Section
3.3           Binding Effect.


 


Each of the Operative Documents
to which any Credit Party is a party constitutes a valid and binding agreement or instrument of such Credit Party, enforceable
against such Credit Party in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.


 


Section
3.4           Capitalization.


 


The authorized equity securities
of each of the Credit Parties as of the Closing Date are as set forth on Schedule 3.4. All issued and outstanding equity
securities of each of the Credit Parties are duly authorized and validly issued, fully paid, nonassessable, free and clear of all
Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such equity securities were issued in compliance
with all applicable Laws. The identity of the holders of the equity securities of each of the Credit Parties and the percentage
of their fully-diluted ownership of the equity securities of each of the Credit Parties as of the Closing Date is set forth on
Schedule 3.4. No shares of the capital stock or other equity securities of any Credit Party, other than those described
above, are issued and outstanding as of the Closing Date. Except as set forth on Schedule 3.4, as of the Closing Date
there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings
for the purchase or acquisition from any Credit Party of any equity securities of any such entity.


 


Section
3.5           Financial Information.


 


All information delivered
to Agent and pertaining to the financial condition of any Credit Party fairly presents the financial position of such Credit Party
as of such date in conformity with GAAP (and as to unaudited financial statements, subject to normal year-end adjustments and the
absence of footnote disclosures). Since November 30, 2014, there has been no material adverse change in the business, operations,
properties, prospects or condition (financial or otherwise) of any Credit Party.


 




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Section
3.6           Litigation.


 


Except as set forth on
Schedule 3.6 as of the Closing Date, and except as hereafter disclosed to Agent in writing, there is no Litigation
pending against, or to such Borrower’s knowledge threatened against or affecting, any Credit Party or, to such Borrower’s
knowledge, any party to any Operative Document other than a Credit Party. There is no Litigation pending in which an adverse decision
could reasonably be expected to have a Material Adverse Effect or which in any manner draws into question the validity of any of
the Operative Documents.


 


Section
3.7           Ownership of Property.


 


Each Borrower and each
of its Subsidiaries is the lawful owner of, has good and marketable title to and is in lawful possession of, or has valid leasehold
interests in, all properties and other assets (real or personal, tangible, intangible or mixed) purported or reported to be owned
or leased (as the case may be) by such Person.


 


Section
3.8           No Default.


 


No Event of Default, or
to such Borrower’s knowledge, Default, has occurred and is continuing. No Credit Party is in breach or default under or with
respect to any contract, agreement, lease or other instrument to which it is a party or by which its property is bound or affected,
which breach or default could reasonably be expected to have a Material Adverse Effect.


 


Section
3.9           Labor Matters.


 


As of the Closing Date,
there are no strikes or other labor disputes pending or, to any Borrower’s knowledge, threatened against any Credit Party.
Hours worked and payments made to the employees of the Credit Parties have not been in violation of the Fair Labor Standards Act
or any other applicable Law dealing with such matters. All payments due from the Credit Parties, or for which any claim may be
made against any of them, on account of wages and employee and retiree health and welfare insurance and other benefits have been
paid or accrued as a liability on their books, as the case may be. The consummation of the transactions contemplated by the Financing
Documents will not give rise to a right of termination or right of renegotiation on the part of any union under any collective
bargaining agreement to which it is a party or by which it is bound.


 


Section
3.10         Regulated Entities.


 


No Credit Party is an “investment
company” or a company “controlled” by an “investment company” or a “subsidiary” of an
“investment company,” all within the meaning of the Investment Company Act of 1940.


 




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Section
3.11         Margin Regulations.


 


None of the proceeds from
the Loans have been or will be used, directly or indirectly, for the purpose of purchasing or carrying any “margin stock”
(as defined in Regulation U of the Federal Reserve Board), for the purpose of reducing or retiring any indebtedness which was originally
incurred to purchase or carry any “margin stock” or for any other purpose which might cause any of the Loans to be
considered a “purpose credit” within the meaning of Regulation T, U or X of the Federal Reserve Board.


 


Section
3.12         Compliance With Laws; Anti-Terrorism Laws.


 


(a)          Each
Credit Party is in compliance with the requirements of all applicable Laws, except for such Laws the noncompliance with which could
not reasonably be expected to have a Material Adverse Effect.


 


(b)          None
of the Credit Parties and, to the knowledge of the Credit Parties, none of their Affiliates (i) is in violation of any Anti-Terrorism
Law, (ii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding,
or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, (iii) is a Blocked Person, or is controlled
by a Blocked Person, (iv) is acting or will act for or on behalf of a Blocked Person, (v) is associated with, or will
become associated with, a Blocked Person or (vi) is providing, or will provide, material, financial or technical support or
other services to or in support of acts of terrorism of a Blocked Person. No Credit Party nor, to the knowledge of any Credit Party,
any of its Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement,
(A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit
of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interest in property
blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law.


 


Section
3.13         Taxes.


 


All federal, state and
local tax returns, reports and statements required to be filed by or on behalf of each Credit Party have been filed with the appropriate
Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed and, except
to the extent subject to a Permitted Contest, all Taxes (including real property Taxes) and other charges shown to be due and payable
in respect thereof have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss may be added
thereto for nonpayment thereof. Except to the extent subject to a Permitted Contest, all state and local sales and use Taxes required
to be paid by each Credit Party have been paid. All federal and state returns have been filed by each Credit Party for all periods
for which returns were due with respect to employee income tax withholding, social security and unemployment taxes, and, except
to the extent subject to a Permitted Contest, the amounts shown thereon to be due and payable have been paid in full or adequate
provisions therefor have been made.


 




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Section
3.14         Compliance with ERISA.


 


(a)          Each
ERISA Plan (and the related trusts and funding agreements) complies in form and in operation with, has been administered in compliance
with, and the terms of each ERISA Plan satisfy, the applicable requirements of ERISA and the Code in all material respects. Each
ERISA Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, and the United States Internal
Revenue Service has issued a favorable determination letter with respect to each such ERISA Plan which may be relied on currently.
No Credit Party has incurred liability for any material excise tax under any of Sections 4971 through 5000 of the Code.


 


(b)          Except
as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Borrower and each
Subsidiary is in compliance with the applicable provisions of ERISA and the provision of the Code relating to ERISA Plans and the
regulations and published interpretations therein. During the thirty-six (36) month period prior to the Closing Date or the making
of any Loan, (i) no steps have been taken to terminate any Pension Plan, and (ii) no contribution failure has occurred
with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. No condition exists or event
or transaction has occurred with respect to any Pension Plan which could result in the incurrence by any Credit Party of any material
liability, fine or penalty. No Credit Party has incurred liability to the PBGC (other than for current premiums) with respect to
any employee Pension Plan. All contributions (if any) have been made on a timely basis to any Multiemployer Plan that are required
to be made by any Credit Party or any other member of the Controlled Group under the terms of the plan or of any collective bargaining
agreement or by applicable Law; no Credit Party nor any member of the Controlled Group has withdrawn or partially withdrawn from
any Multiemployer Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand
for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued,
could result in a withdrawal or partial withdrawal from any such plan, and no Credit Party nor any member of the Controlled Group
has received any notice that any Multiemployer Plan is in reorganization, that increased contributions may be required to avoid
a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than
that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become
insolvent.


 


Section
3.15         Consummation of Operative Documents; Brokers.


 


Except for fees payable
to Agent and/or Lenders or as set forth on Schedule 3.15, no broker, finder or other intermediary has brought about the obtaining,
making or closing of the transactions contemplated by the Operative Documents, and no Credit Party has or will have any obligation
to any Person in respect of any finder’s or brokerage fees, commissions or other expenses in connection herewith or therewith.


 


Section
3.16         Related Transactions.


 


All transactions contemplated
by the Operative Documents to be consummated on or prior to the date hereof have been so consummated (including, without limitation,
the disbursement and transfer of all funds in connection therewith) in all material respects pursuant to the provisions of the
applicable Operative Documents, true and complete copies of which have been delivered to Agent, and in compliance with all applicable
Law, except for such Laws the noncompliance with which would not reasonably be expected to have a Material Adverse Effect.


 




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Section
3.17         Material Contracts.


 


Except for the Operative
Documents and the other agreements set forth on Schedule 3.17 (collectively with the Operative Documents, the “Material
Contracts”) as of the Closing Date, there are no (a) employment agreements covering the management of any Credit
Party, (b) collective bargaining agreements or other similar labor agreements covering any employees of any Credit Party,
(c) agreements for managerial, consulting or similar services to which any Credit Party is a party or by which it is bound,
(d) agreements regarding any Credit Party, its assets or operations or any investment therein to which any of its equity holders
is a party or by which it is bound, (e) real estate leases, Intellectual Property licenses or other lease or license agreements
to which any Credit Party is a party, either as lessor or lessee, or as licensor or licensee (other than licenses arising from
the purchase of “off the shelf” products), (f) customer, distribution, marketing or supply agreements to which
any Credit Party is a party, in each case with respect to the preceding clauses (a) through (e) requiring payment of more than
$100,000 in any year, (g) partnership agreements to which any Credit Party is a general partner or joint venture agreements
to which any Credit Party is a party, (h) third party billing arrangements to which any Credit Party is a party, or (i) any
other agreements or instruments to which any Credit Party is a party, and the breach, nonperformance or cancellation of which,
or the failure of which to renew, could reasonably be expected to have a Material Adverse Effect. Schedule 3.17 sets
forth, with respect to each real estate lease agreement to which any Borrower is a party (as a lessee) as of the Closing Date,
the address of the subject property and the annual rental (or, where applicable, a general description of the method of computing
the annual rental). The consummation of the transactions contemplated by the Financing Documents will not give rise to a right
of termination in favor of any party to any Material Contract (other than any Credit Party), except for such Material Contracts
the noncompliance with which would not reasonably be expected to have a Material Adverse Effect.


 


Section
3.18         Compliance with Environmental Requirements; No Hazardous
Materials.


 


Except in each case as
set forth on Schedule 3.18:


 


(a)          no
notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has
been filed, no penalty has been assessed and no investigation or review is pending, or to such Borrower’s knowledge, threatened
by any Governmental Authority or other Person with respect to any (i) alleged violation by any Credit Party of any Environmental
Law, (ii) alleged failure by any Credit Party to have any Permits required in connection with the conduct of its business
or to comply with the terms and conditions thereof, (iii) any generation, treatment, storage, recycling, transportation or
disposal of any Hazardous Materials, or (iv) release of Hazardous Materials; and


 




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(b)          no
property now owned or leased by any Credit Party and, to the knowledge of each Borrower, no such property previously owned or leased
by any Credit Party, to which any Credit Party has, directly or indirectly, transported or arranged for the transportation of any
Hazardous Materials, is listed or, to such Borrower’s knowledge, proposed for listing, on the National Priorities List promulgated
pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or any similar state list or is the subject of federal, state or local enforcement
actions or, to the knowledge of such Borrower, other investigations which may lead to claims against any Credit Party for clean-up
costs, remedial work, damage to natural resources or personal injury claims, including, without limitation, claims under CERCLA.


 


For purposes of this Section 3.18,
each Credit Party shall be deemed to include any business or business entity (including a corporation) that is, in whole or in
part, a predecessor of such Credit Party.


 


Section
3.19         Intellectual Property.


 


Each Credit Party owns,
is licensed to use or otherwise has the right to use, all Intellectual Property that is material to the condition (financial or
other), business or operations of such Credit Party. All Intellectual Property existing as of the Closing Date which is issued,
registered or pending with any United States or foreign Governmental Authority (including, without limitation, any and all applications
for the registration of any Intellectual Property with any such United States or foreign Governmental Authority) and all licenses
under which any Borrower is the licensee of any such registered Intellectual Property (or any such application for the registration
of Intellectual Property) owned by another Person are set forth on Schedule 3.19. Such Schedule 3.19 indicates
in each case whether such registered Intellectual Property (or application therefor) is owned or licensed by such Credit Party,
and in the case of any such licensed registered Intellectual Property (or application therefor), lists the name and address of
the licensor and the name and date of the agreement pursuant to which such item of Intellectual Property is licensed and whether
or not such license is an exclusive license and indicates whether there are any purported restrictions in such license on the ability
to such Credit Party to grant a security interest in and/or to transfer any of its rights as a licensee under such license. Except
as indicated on Schedule 3.19, the applicable Credit Party is the sole and exclusive owner of the entire and unencumbered
right, title and interest in and to each such registered Intellectual Property (or application therefor) purported to be owned
by such Credit Party, free and clear of any Liens and/or licenses in favor of third parties or agreements or covenants not to sue
such third parties for infringement. All registered Intellectual Property of each Credit Party is duly and properly registered,
filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure
to do so would not reasonably be expected to have a Material Adverse Effect. No Credit Party is party to, nor bound by, any material
license or other agreement with respect to which any Credit Party is the licensee that prohibits or otherwise restricts such Credit
Party from granting a security interest in such Borrower’s interest in such license or agreement or other property. To such
Borrower’s knowledge, each Credit Party conducts its business without infringement or claim of infringement of any Intellectual
Property rights of others and there is no infringement or claim of infringement by others of any Intellectual Property rights of
any Credit Party, which infringement or claim of infringement could reasonably be expected to have a Material Adverse Effect.


 




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Section
3.20         Solvency.


 


After giving effect to
the Loan advance and the liabilities and obligations of each Borrower under the Operative Documents, each Borrower and each additional
Credit Party is Solvent.


 


Section
3.21         Full Disclosure.


 


None of the written information
(financial or otherwise) furnished by or on behalf of any Credit Party to Agent or any Lender in connection with the consummation
of the transactions contemplated by the Operative Documents, contains any untrue statement of a material fact or omits to state
a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under
which such statements were made. All financial projections delivered to Agent and the Lenders by Borrowers (or their agents) have
been prepared on the basis of the assumptions stated therein. Such projections represent each Borrower’s best estimate of
such Borrower’s future financial performance and such assumptions are believed by such Borrower to be fair and reasonable
in light of current business conditions; provided, however, that Borrowers can give no assurance that such projections
will be attained.


 


Section
3.22         Interest Rate.


 


The rate of interest paid
under the Notes and the method and manner of the calculation thereof do not violate any usury or other law or applicable Laws,
any of the Organizational Documents, or any of the Operative Documents.


 


Section
3.23         Subsidiaries.


 


Except as set forth on
Schedule 3.23, Borrowers do not own any stock, partnership interests, limited liability company interests or other equity
securities or Subsidiaries except for Permitted Investments.


 


Section
3.24         Representations and Warranties Incorporated from Operative
Documents.


 


As of the Closing Date,
each of the representations and warranties made in the Operative Documents by each of the parties thereto is true and correct in
all material respects, and such representations and warranties are hereby incorporated herein by reference with the same effect
as though set forth in their entirety herein, as qualified therein, except to the extent that such representation or warranty relates
to a specific date, in which case such representation and warranty shall be true as of such earlier date.


 


ARTICLE
4 - AFFIRMATIVE COVENANTS


 


Each of the Borrowers and
Parent agrees that, so long as any Credit Exposure exists:


 




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Section
4.1           Financial Statements and Other Reports.


 


Parent will deliver to
Agent: (a) as available, but no later than thirty (30) days after the last day of each month, a company prepared “flash report”
covering Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared in a manner,
scope and detail consistent with the Parent’s flash reports provided to Agent prior to the Closing Date, certified by a Responsible
Officer and in a form acceptable to Agent, (b) as available, but no later than thirty (30) days after the last day of each Fiscal
Quarter of Parent, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results)
covering Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP,
consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding Fiscal Quarter
of the previous Fiscal Year and the projected figures for such period based upon the projections required hereunder, all in reasonable
detail, certified by a Responsible Officer and in a form acceptable to Agent; (c) together with the flash reports described
in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Credit
Parties with respect to the payroll period(s) occurring during such month; (d) as soon as available, but no later than one hundred
five (105) days after the last day of Parent’s Fiscal Year, audited consolidated financial statements prepared under GAAP,
consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting
firm acceptable to Agent in its reasonable discretion, provided, however, for the Parent’s 2015 Fiscal Year only, the opinion
may contain a going concern qualification that is based on the Parent’s liquidity consistent with the financial information
described in Section 3.5 and with the closing and fundings under the terms of this Agreement; (e) within five (5) days of
delivery or filing thereof, copies of all statements, reports and notices made available to Parent’s security holders or
to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which
any securities of any Borrower are traded and/or the SEC; (f) a prompt written report of any legal actions pending or threatened
against any Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Credit
Party or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (g) prompt written notice of an event that materially
and adversely affects the value of any Intellectual Property; and (h) budgets, sales projections, operating plans and other
financial information and information, reports or statements regarding the Credit Parties, their business and the Collateral as
Agent may from time to time reasonably request. Parent will, within thirty (30) days after the last day of each month, deliver
to Agent (i) with the first two monthly flash reports described in clause (a) above and (ii) with quarterly financial statements
described in clause (b) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations
showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers
shall deliver to Agent copies of all Swap Contracts and Material Contracts. Borrower Representative will, within ten (10) Business
Days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer,
with aged listings of accounts receivable and accounts payable (by invoice date). Credit Parties shall, every ninety (90) days
on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of
Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit
rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Moody’s Investors Service,
Inc., FITCH, Inc. or other applicable rating agent.


 




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Section
4.2           Payment and Performance of Obligations.


 


Each Credit Party (a) will
pay and discharge, and cause each Subsidiary to pay and discharge, on a timely basis as and when due, all of their respective obligations
and liabilities, except for such obligations and/or liabilities (i) that may be the subject of a Permitted Contest, and (ii) the
nonpayment or nondischarge of which could not reasonably be expected to have a Material Adverse Effect or result in a Lien against
any Collateral, except for Permitted Liens, (b) without limiting anything contained in the foregoing clause (a), pay
all amounts due and owing in respect of Taxes (including without limitation, payroll and withholdings tax liabilities) on a timely
basis as and when due, and in any case prior to the date on which any fine, penalty, interest, late charge or loss may be added
thereto for nonpayment thereof, (c) will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, appropriate
reserves for the accrual of all of their respective obligations and liabilities, and (d) will not breach or permit any Subsidiary
to breach, or permit to exist any default under, the terms of any lease, commitment, contract, instrument or obligation to which
it is a party, or by which its properties or assets are bound, except for such breaches or defaults which could not reasonably
be expected to have a Material Adverse Effect.


 


Section
4.3           Maintenance of Existence.


 


Each Credit Party will
preserve, renew and keep in full force and effect and in good standing, and will cause each Subsidiary to preserve, renew and keep
in full force and effect and in good standing, their respective existence and their respective rights, privileges and franchises
necessary or desirable in the normal conduct of business.


 


Section
4.4           Maintenance of Property; Insurance.


 


(a)          Each
Credit Party will keep, and will cause each Subsidiary to keep, all property useful and necessary in its business in good working
order and condition, ordinary wear and tear excepted. If all or any part of the Collateral useful or necessary in its business,
or upon which any Borrowing Base is calculated, becomes damaged or destroyed, each Credit Party will, and will cause each Subsidiary
to, promptly and completely repair and/or restore the affected Collateral in a good and workmanlike manner, regardless of whether
Agent agrees to disburse insurance proceeds or other sums to pay costs of the work of repair or reconstruction.


 


(b)          Upon
completion of any Permitted Contest, Credit Parties shall, and will cause each Subsidiary to, promptly pay the amount due, if any,
and deliver to Agent proof of the completion of the contest and payment of the amount due, if any, following which Agent shall
return the security, if any, deposited with Agent pursuant to the definition of Permitted Contest.


 


(c)          Each
Credit Party will maintain (i) casualty insurance on all real and personal property on an all risks basis (including the perils
of flood, windstorm and quake), covering the repair and replacement cost of all such property and coverage, business interruption
and rent loss coverages with extended period of indemnity (for the period required by Agent from time to time) and indemnity for
extra expense, in each case without application of coinsurance and with agreed amount endorsements, (ii) general and professional
liability insurance (including products/completed operations liability coverage), and (iii) such other insurance coverage
in such amounts and with respect to such risks as Agent may request from time to time, pursuant to the Insurance Requirements attached
hereto as Schedule 4.4; provided, however, that, in no event shall such insurance be in amounts or with
coverage less than, or with carriers with qualifications inferior to, any of the insurance or carriers in existence as of the Closing
Date (or required to be in existence after the Closing Date under a Financing Document). All such insurance shall be provided by
insurers having an A.M. Best policyholders rating reasonably acceptable to Agent.


 






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(d)          On
or prior to the Closing Date, and at all times thereafter, each Borrower will cause Agent to be named as an additional insured,
assignee and lender loss payee (which shall include, as applicable, identification as mortgagee), as applicable, on each insurance
policy required to be maintained pursuant to this Section 4.4 pursuant to endorsements in form and substance acceptable to
Agent. Borrowers shall deliver to Agent and the Lenders (i) on the Closing Date, a certificate from Borrowers’ insurance
broker dated such date showing the amount of coverage as of such date, and that such policies will include effective waivers (whether
under the terms of any such policy or otherwise) by the insurer of all claims for insurance premiums against all loss payees and
additional insureds and all rights of subrogation against all loss payees and additional insureds, and that if all or any part
of such policy is canceled, terminated or expires, the insurer will forthwith give notice thereof to each additional insured, assignee
and loss payee and that no cancellation, reduction in amount or material change in coverage thereof shall be effective until at
least thirty (30) days after receipt by each additional insured, assignee and loss payee of written notice thereof, (ii) on
an annual basis, and upon the request of any Lender through Agent from time to time full information as to the insurance carried,
(iii) within five (5) days of receipt of notice from any insurer, a copy of any notice of cancellation, nonrenewal or material
change in coverage from that existing on the date of this Agreement, (iv) forthwith, notice of any cancellation or nonrenewal
of coverage by any Borrower, and (v) at least 30 days prior to expiration of any policy of insurance, evidence of renewal
of such insurance upon the terms and conditions herein required.


 


(e)          In
the event any Borrower fails to provide Agent with evidence of the insurance coverage required by this Agreement, Agent may purchase
insurance at Borrowers’ expense to protect Agent’s interests in the Collateral. This insurance may, but need not, protect
such Borrower’s interests. The coverage purchased by Agent may not pay any claim made by such Borrower or any claim that
is made against such Borrower in connection with the Collateral. Such Borrower may later cancel any insurance purchased by Agent,
but only after providing Agent with evidence that such Borrower has obtained insurance as required by this Agreement. If Agent
purchases insurance for the Collateral, Borrowers will be responsible for the costs of that insurance to the fullest extent provided
by law, including interest and other charges imposed by Agent in connection with the placement of the insurance, until the effective
date of the cancellation or expiration of the insurance. The costs of the insurance may be added to the Obligations. The costs
of the insurance may be more than the cost of insurance such Borrower is able to obtain on its own.


 


Section
4.5           Compliance with Laws and Material Contracts.


 


Each Credit Party will
comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws and Material Contracts, except to the
extent that failure to so comply could not reasonably be expected to (a) have a Material Adverse Effect, or (b) result
in any Lien upon either (i) a material portion of the assets of any such Person in favor of any Governmental Authority, or
(ii) any Collateral which is part of the Borrowing Base.


 






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Section
4.6           Inspection of Property, Books and Records.


 


Each Credit Party will
keep, and will cause each Subsidiary to keep, proper books of record substantially in accordance with GAAP in which full, true
and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit,
and will cause each Subsidiary to permit, at the sole cost of the applicable Credit Party or any applicable Subsidiary, representatives
of Agent and of any Lender to visit and inspect any of their respective properties, to examine and make abstracts or copies from
any of their respective books and records, to conduct a collateral audit and analysis of their respective operations and the Collateral,
to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing
practices of Credit Parties and to discuss their respective affairs, finances and accounts with their respective officers, employees
and independent public accountants as often as may reasonably be desired. In the absence of a Default or an Event of Default, Agent
or any Lender exercising any rights pursuant to this Section 4.6 shall give the applicable Credit Party or any applicable
Subsidiary commercially reasonable prior notice of such exercise. No notice shall be required during the existence and continuance
of any Default or Event of Default or any time during which Agent reasonably believes a Default or an Event of Default exists.


 


Section
4.7           Use of Proceeds.


 


Borrowers shall use the
proceeds of the Term Loan solely for payment of transaction fees incurred in connection with the Operative Documents and the refinancing
on the Closing Date of Debt. Borrowers shall use the proceeds of Revolving Loans and Additional Term Loans solely for any of the
following (a) transaction fees incurred in connection with the Financing Documents and the refinancing on the Closing Date
of Debt, (b) for working capital needs of Borrowers and their Subsidiaries, (c) repayment in full of the Series A Bond Debt;
(d) payments with respect to Permitted Distributions and Permitted Intercompany Transactions, and (e) Permitted Acquisitions but
only if Agent has agreed that the accounts of the target may be included in the Borrowing Base and in the Collateral and the Credit
Parties (which, if applicable shall include any Person that Agent, in its discretion, requires to join into this Agreement as a
condition of such inclusion) have executed and delivered such additional Financing Documents as Agent may require in connection
therewith. No portion of the proceeds of the Loans will be used for family, personal, agricultural or household use.


 


Section
4.8           Estoppel Certificates.


 


After written request by
Agent, Credit Parties, within fifteen (15) days and at their expense, will furnish Agent with a statement, duly acknowledged and
certified, setting forth (a) the amount of the original principal amount of the Notes, and the unpaid principal amount of
the Notes, (b) the rate of interest of the Notes, (c) the date payments of interest and/or principal were last paid,
(d) any offsets or defenses to the payment of the Obligations, and if any are alleged, the nature thereof, (e) that the
Notes and this Agreement have not been modified or if modified, giving particulars of such modification, and (f) that there
has occurred and is then continuing no Default or Event of Default or if such Default or Event of Default exists, the nature thereof,
the period of time it has existed, and the action being taken to remedy such Default or Event of Default. After written request
by Agent, Credit Parties, within fifteen (15) days and at their expense, will furnish Agent with a certificate, signed by a Responsible
Officer of Credit Parties, updating all of the representations and warranties contained in this Agreement and the other Financing
Documents and certifying that all of the representations and warranties contained in this Agreement and the other Financing Documents,
as updated pursuant to such certificate, are true, accurate and complete as of the date of such certificate.


 






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Section
4.9           Notices of Litigation and Defaults.


 


Credit Parties will give
prompt written notice to Agent (a) of any litigation or governmental proceedings pending or threatened (in writing) against
Credit Parties or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Credit
Parties or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document,
(b) upon any Credit Party becoming aware of the existence of any Default or Event of Default, (c) if any Credit Party
is in breach or default under or with respect to any Material Contract, or if any Credit Party is in breach or default under or
with respect to any other contract, agreement, lease or other instrument to which it is a party or by which its property is bound
or affected, which breach or default in each case or in the aggregate could reasonably be expected to have a Material Adverse Effect,
(d) of any strikes or other labor disputes pending or, to any Borrower’s knowledge, threatened against any Credit Party,
(e) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights
of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other
Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property Rights of others, and (f) of
all returns, recoveries, disputes and claims that involve more than $100,000. Credit Parties represent and warrant that Schedule 4.9
sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section and
all litigation or governmental proceedings pending or threatened (in writing) against Credit Parties or other Credit Party as of
the Closing Date.


 


Section
4.10         Hazardous Materials; Remediation.


 


(a)          If
any release or disposal of Hazardous Materials shall occur or shall have occurred on any real property or any other assets of any
Credit Party or any other Credit Party, such Credit Party will cause, or direct the applicable Credit Party to cause, the prompt
containment and removal of such Hazardous Materials and the remediation of such real property or other assets as is necessary to
comply with all Environmental Laws and to preserve the value of such real property or other assets. Without limiting the generality
of the foregoing, each Credit Party shall, and shall cause each other Credit Party to, comply with each Environmental Law requiring
the performance at any real property by any Credit Party or any other Credit Party of activities in response to the release or
threatened release of a Hazardous Material.


 


(b)          Credit
Parties will provide Agent within thirty (30) days after written demand therefor with a bond, letter of credit or similar financial
assurance evidencing to the reasonable satisfaction of Agent that sufficient funds are available to pay the cost of removing, treating
and disposing of any Hazardous Materials or Hazardous Materials Contamination and discharging any assessment which may be established
on any property as a result thereof, such demand to be made, if at all, upon Agent’s reasonable business determination that
the failure to remove, treat or dispose of any Hazardous Materials or Hazardous Materials Contamination, or the failure to discharge
any such assessment could reasonably be expected to have a Material Adverse Effect.


 






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Section
4.11         Further Assurances.


 


(a)          Each
Credit Party will, and will cause each Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this
Agreement or any of the other Financing Documents) to, at its own cost and expense, promptly and duly take, execute, acknowledge
and deliver all such further acts, documents and assurances as may from time to time be necessary or as Agent or the Required Lenders
may from time to time reasonably request in order to carry out the intent and purposes of the Financing Documents and the transactions
contemplated thereby, including all such actions to (i) establish, create, preserve, protect and perfect a first priority
Lien (subject only to Permitted Liens) in favor of Agent for itself and for the benefit of the Lenders on the Collateral (including
Collateral acquired after the date hereof), and (ii) unless Agent shall agree otherwise in writing, cause all Subsidiaries
(except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the other Financing Documents)
of Credit Parties to be jointly and severally obligated with the other Credit Parties under all covenants and obligations under
this Agreement, including the obligation to repay the Obligations. Without limiting the generality of the foregoing, (x) Credit
Parties shall, at the time of the delivery of any Compliance Certificate disclosing the acquisition by an Credit Party of any registered
Intellectual Property or application for the registration of Intellectual Property, deliver to Agent a duly completed and executed
supplement to the applicable Credit Party’s Patent Security Agreement or Trademark Security Agreement in the form of the
respective Exhibit thereto, and (y) at the request of Agent, following the disclosure by Credit Parties on any Compliance
Certificate of the acquisition by any Credit Party of any rights under a license as a licensee with respect to any registered Intellectual
Property or application for the registration of any Intellectual Property owned by another Person, Credit Parties shall execute
any documents requested by Agent to establish, create, preserve, protect and perfect a first priority lien in favor of Agent, to
the extent legally possible, in such Borrower’s rights under such license and shall use their commercially reasonable best
efforts to obtain the written consent of the licensor which such license to the granting in favor of Agent of a Lien on such Borrower’s
rights as licensee under such license.





 


(b)          Upon
receipt of an affidavit of an authorized representative of Agent or a Lender as to the loss, theft, destruction or mutilation of
any Note or any other Financing Document which is not of public record, and, in the case of any such mutilation, upon surrender
and cancellation of such Note or other applicable Financing Document, Credit Parties will issue, in lieu thereof, a replacement
Note or other applicable Financing Document, dated the date of such lost, stolen, destroyed or mutilated Note or other Financing
Document in the same principal amount thereof and otherwise of like tenor.


 






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(c)          Upon
the formation or acquisition of a new Subsidiary, Borrowers shall (i) pledge, have pledged or cause or have caused to be pledged
to the Agent pursuant to a pledge agreement in form and substance satisfactory to the Agent, all of the outstanding shares of equity
interests or other equity interests of such new Subsidiary owned directly or indirectly by any Borrower, along with undated stock
or equivalent powers for such certificates, executed in blank; (ii) unless Agent shall agree otherwise in writing, cause the
new Subsidiary to take such other actions (including entering into or joining any Security Documents) as are necessary or advisable
in the reasonable opinion of the Agent in order to grant the Agent, acting on behalf of the Lenders, a first priority Lien on all
real and personal property of such Subsidiary in existence as of such date and in all after acquired property, which first priority
Liens are required to be granted pursuant to this Agreement; (iii) unless Agent shall agree otherwise in writing, cause such
new Subsidiary to either (at the election of Agent) become a Borrower hereunder with joint and several liability for all obligations
of Borrowers hereunder and under the other Financing Documents pursuant to a joinder agreement or other similar agreement in form
and substance satisfactory to Agent or to become a Guarantor of the obligations of Borrowers hereunder and under the other Financing
Documents pursuant to a guaranty and suretyship agreement in form and substance satisfactory to Agent; and (iv) cause the
new Subsidiary to deliver certified copies of such Subsidiary’s certificate or articles of incorporation, together with good
standing certificates, by-laws (or other operating agreement or governing documents), resolutions of the Board of Directors or
other governing body, approving and authorize the execution and delivery of the Security Documents, incumbency certificates and
to execute and/or deliver such other documents and legal opinions or to take such other actions as may be requested by the Agent,
in each case, in form and substance satisfactory to the Agent.


 


(d)          Upon
the request of Agent, Borrowers shall obtain a landlord’s agreement or mortgagee agreement, as applicable, from the lessor
of each leased property or mortgagee of owned property with respect to any business location where any portion of the Collateral
included in or proposed to be included in the Borrowing Base, or the records relating to such Collateral and/or software and equipment
relating to such records or Collateral, is stored or located, which agreement or letter shall be reasonably satisfactory in form
and substance to Agent. Borrowers shall timely and fully pay and perform its obligations under all leases and other agreements
with respect to each leased location where any Collateral, or any records related thereto, is or may be located.


 


Section
4.12         [Reserved].


 


Section
4.13         Power of Attorney.


 


Each of the authorized
representatives of Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrowers (without
requiring any of them to act as such) with full power of substitution to do the following: (a) endorse the name of Borrowers
upon any and all checks, drafts, money orders, and other instruments for the payment of money that are payable to Borrowers and
constitute collections on Borrowers’ Accounts or other Collateral; (b) so long as Agent has provided not less than three
(3) Business Days’ prior written notice to Borrower to perform the same and Borrower has failed to take such action, execute
in the name of Borrowers any schedules, assignments, instruments, documents, and statements that Borrowers are obligated to give
Agent under this Agreement; (c) after the occurrence and during the continuance of an Event of Default, take any action Borrowers
are required to take under this Agreement; (d) so long as Agent has provided not less than three (3) Business Days’
prior written notice to Borrower to perform the same and Borrower has failed to take such action, do such other and further acts
and deeds in the name of Borrowers that Agent may deem necessary or desirable to enforce any Account or other Collateral or perfect
Agent’s security interest or Lien in any Collateral; and (e) after the occurrence and during the continuance of an Event
of Default, do such other and further acts and deeds in the name of Borrowers that Agent may deem necessary or desirable to enforce
its rights with regard to any Account or other Collateral. This power of attorney shall be irrevocable and coupled with an interest.


 






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Section
4.14         Borrowing Base Collateral Administration.


 


(a)          All
data and other information relating to Accounts or other intangible Collateral shall at all times be kept by Borrowers, at their
respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent,
and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld.


 


(b)          Borrowers
shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any
time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes
Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days
after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify
Account Debtors that Agent has been granted a Lien upon all Accounts.


 


Section
4.15         Maintenance of Management.


 


Credit Party will cause
its business to be continuously managed by its present executive chairman, chief executive officer and chief financial officer
or such other individuals serving in such capacities as shall be reasonably satisfactory to Agent. Credit Parties will notify Agent
promptly in writing of any change in its board of directors or executive officers.


 


Section
4.16         [Reserved].


 


Section
4.17         Staffing Alliance.


 


Staffing Alliance shall
conduct no business other than the resolution of immaterial payables and receivables and, without implying any limitation on any
other provision of this Agreement, shall receive no fundings from or conduct any business with any Credit Party, except that Parent
may make immaterial fundings to assist in the resolution of those immaterial payables. No later than July 31, 2015 Staffing Alliance
shall have ceased all business and shall have dissolved without any assumption of liability by any Credit Party or any Subsidiary
of any Credit Party.


 


Section
4.18         United States Subsidiaries.


 


Schedule 3.23 attached
to and made a part of this Agreement identifies all Subsidiaries of Parent (other than the Borrowers) that are organized under
the laws of one of the United States and identifies the current businesses and operations of each such Subsidiary, with respect
to which the Borrowers have agreed to take certain actions as and when set forth in Section 7.4..


 






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ARTICLE
5 - NEGATIVE COVENANTS


 


Each of the Borrowers and
Parent agrees that, so long as any Credit Exposure exists:


 


Section
5.1           Debt; Contingent Obligations.


 


No Credit Party will, or
will permit any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents) to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly
or indirectly liable with respect to, any Debt, except for Permitted Debt. No Credit Party will, or will permit any Subsidiary
(except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the other Financing Documents)
to, directly or indirectly, create, assume, incur or suffer to exist any Contingent Obligations, except for Permitted Contingent
Obligations.


 


Section
5.2           Liens.


 


No Credit Party will, or
will permit any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents) to, directly or indirectly, create, assume or suffer to exist any Lien on any asset now owned or hereafter
acquired by it, except for Permitted Liens.


 


Section
5.3           Restricted Distributions.


 


No Credit Party will, or
will permit any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents) to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Distribution,
except, provided there exists no Default or Event of Default, for Permitted Distributions.


 


Section
5.4           Restrictive Agreements.


 


No Credit Party will, or
will permit any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents) to, directly or indirectly (a) enter into or assume any agreement (other than the Financing Documents
and any agreements for purchase money debt permitted under clause (c) of the definition of Permitted Debt) prohibiting the
creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or (b) create or
otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided
by the Financing Documents) on the ability of any Subsidiary to: (i) pay or make Restricted Distributions to any Credit Party
or any Subsidiary; (ii) pay any Debt owed to any Credit Party or any Subsidiary (other than to another Excluded Subsidiary);
(iii) except any Excluded Subsidiary, make loans or advances to any Credit Party or any Subsidiary; or (iv) except any
Excluded Subsidiary, transfer any of its property or assets to any Credit Party or any Subsidiary.


 






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Section
5.5           Payments and Modifications of Subordinated Debt.


 


No Credit Party will, or
will permit any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents) to, directly or indirectly (a) declare, pay, make or set aside any amount for payment in respect
of any Subordinated Debt, except for payments made in full compliance with and expressly permitted under the Subordination Agreement
(other than by a Subordinated Debt Permitted Refinancing), (b) amend or otherwise modify the terms of any Subordinated Debt,
except for amendments or modifications made in full compliance with the Subordination Agreement, (c) declare, pay, make or
set aside any amount for payment in respect of any Debt hereinafter incurred that, by its terms, or by separate agreement, is subordinated
to the Obligations, except for payments made in full compliance with and expressly permitted under the subordination provisions
applicable thereto, or (d) amend or otherwise modify the terms of any such Debt if the effect of such amendment or modification
is to (i) increase the interest rate or fees on, or change the manner or timing of payment of, such Debt, (ii) accelerate
or shorten the dates upon which payments of principal or interest are due on, or the principal amount of, such Debt, (iii) change
in a manner adverse to any Credit Party or Agent any event of default or add or make more restrictive any covenant with respect
to such Debt, (iv) change the prepayment provisions of such Debt or any of the defined terms related thereto, (v) change
the subordination provisions thereof (or the subordination terms of any guaranty thereof), or (vi) change or amend any other
term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights
on the holder of such Debt in a manner adverse to Credit Parties, any Subsidiaries, Agents or Lenders. Credit Parties shall, prior
to entering into any such amendment or modification, deliver to Agent reasonably in advance of the execution thereof, any final
or execution form copy thereof.


 


Section
5.6           Consolidations, Mergers and Sales of Assets;
Change in Control.


 


No Credit Party will, or
will permit any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents) to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person
(provided that an Excluded Subsidiary may not merge with a Credit Party), or (b) consummate any Asset Dispositions other than
Permitted Asset Dispositions. No Credit Party will suffer or permit to occur any Change in Control with respect to itself, any
Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the other Financing
Documents) or any Guarantor.


 


Section
5.7           Purchase of Assets, Investments.


 


No Credit Party will, or
will permit any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents) to, directly or indirectly (a) acquire or enter into any agreement to acquire any assets other
than in the Ordinary Course of Business or as permitted under clause (h) or clause (i) of the definition of Permitted Investments;
(b) engage or enter into any agreement to engage in any joint venture or partnership with any other Person; or (c) acquire
or own or enter into any agreement to acquire or own any Investment in any Person other than Permitted Investments.


 






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Section
5.8           Transactions with Affiliates.


 


Except as otherwise disclosed
on Schedule 5.8, no Credit Party will, or will permit any Subsidiary to, directly or indirectly, enter into or permit
to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with
any Affiliate of any Credit Party except, provided there exists no Default or Event of Default, for transactions that are disclosed
to Agent in advance of being entered into and which contain terms that are no less favorable to the applicable Credit Party or
any Subsidiary, as the case may be, than those which might be obtained from a third party not an Affiliate of any Credit Party
(collectively, “Permitted Intercompany Transactions”).


 


Section
5.9           Modification of Organizational Documents.


 


No Credit Party will, or
will permit any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents) to, directly or indirectly, amend or otherwise modify any Organizational Documents of such Person, except
for Permitted Modifications.


 


Section
5.10         Modification of Certain Agreements.


 


No Credit Party will, or
will permit any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents) to, directly or indirectly, amend or otherwise modify any Material Contract, which amendment or modification
in any case: (a) is contrary to the terms of this Agreement or any other Financing Document; (b) could reasonably be
expected to be adverse to the rights, interests or privileges of the Agent or the Lenders or their ability to enforce the same;
(c) results in the imposition or expansion in any material respect of any obligation of or restriction or burden on any Credit
Party or any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents); or (d) reduces in any material respect any rights or benefits of any Credit Party or any Subsidiaries
(it being understood and agreed that any such determination shall be in the discretion of the Agent). Each Credit Party shall,
prior to entering into any amendment or other modification of any of the foregoing documents, deliver to Agent reasonably in advance
of the execution thereof, any final or execution form copy of amendments or other modifications to such documents, and such Credit
Party agrees not to take, nor permit any of its Subsidiaries (except any Excluded Subsidiary unless expressly required by the terms
of this Agreement or any of the other Financing Documents) to take, any such action with respect to any such documents without
obtaining such approval from Agent.


 


Section
5.11         Conduct of Business.


 


No Credit Party will, or
will permit any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents) to, directly or indirectly, engage in any line of business other than those businesses engaged in on
the Closing Date and described on Schedule 5.11 and businesses reasonably related thereto. No Credit Party will, or
will permit any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents) to, other than in the Ordinary Course of Business, change its normal billing payment and reimbursement
policies and procedures with respect to its Accounts (including, without limitation, the amount and timing of finance charges,
fees and write-offs).


 






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Section
5.12         Lease Payments.


 


No Credit Party will, or
will permit any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents) to, directly or indirectly, incur or assume (whether pursuant to a Guarantee or otherwise) any liability
for rental payments except in the Ordinary Course of Business.


 


Section
5.13         Limitation on Sale and Leaseback Transactions.


 


No Credit Party will, or
will permit any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents) to, directly or indirectly, enter into any arrangement with any Person whereby, in a substantially contemporaneous
transaction, any Credit Party or any Subsidiaries sells or transfers all or substantially all of its right, title and interest
in an asset and, in connection therewith, acquires or leases back the right to use such asset.


 


Section
5.14         Deposit Accounts and Securities Accounts; Payroll and Benefits
Accounts.


 


No Credit Party will, or
will permit any Subsidiary (except any Excluded Subsidiary unless expressly required by the terms of this Agreement or any of the
other Financing Documents) to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written
notice to Agent, and unless Agent, such Credit Party or such Subsidiary and the bank, financial institution or securities intermediary
at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior
to or concurrently with the establishment of such Deposit Account or Securities Account. Credit Parties represent and warrant that
Schedule 5.14 lists all of the Deposit Accounts and Securities Accounts of each Credit Party as of the Closing Date.
The provisions of this Section requiring Deposit Account Control Agreements shall not apply to Deposit Accounts exclusively
used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Credit Parties’ employees
and identified to Agent by Credit Parties as such; provided, however, that at all times that any Obligations or Affiliated
Obligations remain outstanding, Credit Party shall maintain one or more separate Deposit Accounts to hold any and all amounts to
be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for
such purposes with funds in any other Deposit Account.


 






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Section
5.15         Compliance with Anti-Terrorism Laws.


 


Agent hereby notifies Credit
Parties that pursuant to the requirements of Anti-Terrorism Laws, and Agent’s policies and practices, Agent is required to
obtain, verify and record certain information and documentation that identifies Credit Parties and its principals, which information
includes the name and address of each Credit Party and its principals and such other information that will allow Agent to identify
such party in accordance with Anti-Terrorism Laws. No Credit Party will, or will permit any Subsidiary to, directly or indirectly,
knowingly enter into any Material Contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall
immediately notify Agent if such Credit Party has knowledge that any Borrower, any additional Credit Party or any of their respective
Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is
or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is
arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, or
will permit any Subsidiary to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with
any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or
for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests
in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage
in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate,
any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.


 


Section
5.16         Agreements Regarding Receivables.


 


No Credit Party may backdate,
postdate or redate any of its invoices. No Credit Party may make any sales on extended dating or credit terms beyond that customary
in such Borrower’s industry and consented to in advance by Agent. In addition to the Borrowing Base Certificate to be delivered
in accordance with this Agreement, Borrower Representative shall promptly notify Agent upon any Borrower’s learning thereof,
in the event any Eligible Account becomes ineligible for any reason, other than the aging of such Account, and of the reasons for
such ineligibility. Borrower Representative shall also promptly notify Agent of all material disputes and claims with respect to
the Accounts of any Borrower, and such Credit Party will settle or adjust such material disputes and claims at no expense to Agent;
provided, however, that no Credit Party may, without Agent’s consent, grant (a) any discount, credit or allowance
in respect of its Accounts (i) which is outside the ordinary course of business or (ii) which discount, credit or allowance exceeds
an amount equal to $100,000 in the aggregate with respect to any individual Account; or (b) any materially adverse extension, compromise
or settlement to any customer or account debtor with respect to any then Eligible Account. Nothing permitted by this Section 5.16,
however, may be construed to alter in any the criteria set forth in the definitions of Eligible Accounts and Eligible Inventory
provided in Section 1.1.


 


ARTICLE
6 - FINANCIAL COVENANTS


 


Section
6.1           Additional Defined Terms.


 


The following additional
definitions are hereby appended to Section 1.1 of this Agreement:


 


“EBITDA”
has the meaning provided in the Compliance Certificate.


 


“Fixed Charge
Coverage Ratio” means the ratio of Operating Cash Flow (as defined in the Compliance Certificate) to Fixed Charges (as
defined in the Compliance Certificate) for each Defined Period.


 






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“Minimum Adjusted
EBITDA” has the meaning provided in the Compliance Certificate.


 


Section
6.2           Fixed Charge Coverage Ratio.


 


Commencing with the Fiscal
Month ending November 28, 2015 and until such time as all Obligations are paid, satisfied and discharged in full, the Credit Parties
shall not, as of the end of any Fiscal Month, permit the Fixed Charge Coverage Ratio for the period of trailing twelve Fiscal Months
most recently ended on or prior to such date to be less than 1.0x through and including the Defined Period ending in April, 2016
and less than 1.05x thereafter. By way of example, , it is hereby agreed that the applicable measurement period for the Fiscal
Month ending November 28, 2015 shall be from November 29, 2014 to November 28, 2015 (“Trailing Twelve Fiscal Months”
or “TTM’; each “TTM” measurement period and, for Section 6.4 only, each other measurement period referred
to in Section 6.4, herein referred to as a “Defined Period”).


 


Section
6.3           Minimum Liquidity.


 


Commencing August 31, 2015
and until such time as all Obligations are paid, satisfied and discharged in full, the Credit Parties shall, as of the end of any
month, have Minimum Liquidity equal to or in excess of $3,000,000; provided, however, if no Event of Default exists (x) upon repayment
in full of the Term Loan, or (y) if the Fixed Charge Ratio, as determined in Section 6.2, has been greater than 1.20x for three
consecutive Defined Periods, Minimum Liquidity shall no longer be tested under this Section 6.3.


 


Section
6.4           Minimum Adjusted EBITDA.


 


Commencing May 30, 2015
through and including October 24, 2015, the Credit Parties shall not, as of the end of any Fiscal Month, permit Minimum Adjusted
EBITDA for (i) the nine-Fiscal-Month period ending May 30, 2015 to be less than $560,000, (ii) the ten-Fiscal-Month period ending
June 27, 2015 to be less than $625,000, (iii) the eleven-Fiscal-Month period ending July 25, 2015 to be less than $775,000, and
(iv) the Defined Period of T12M ending (A) August 29, 2015 to be less than $1,050,000, (B) September 26, 2015, to be less $1,200,000,
and (C) October 24, 2015 to be less than $1,200,000.


 


Section
6.5           Evidence of Compliance.


 


Credit Parties shall furnish
to Agent, together with the financial reporting required of Credit Parties in Section 4.1 hereof, a Compliance Certificate
as evidence of Credit Parties’ compliance with the covenants in this Article and evidence that no Event of Default specified
in this Article has occurred. The Compliance Certificate shall include, without limitation, (a) a statement and report, on
a form *approved by Agent, detailing Credit Parties’ calculations, and (b) if requested by Agent, back-up documentation
(including, without limitation, invoices, receipts and other evidence of costs incurred during such quarter as Agent shall reasonably
require) evidencing the propriety of the calculations.


 






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Section
6.6           Additional Borrower Financial Covenants.


 


If in any Fiscal Quarter
the aggregate revenues of the Borrowers comprise less than 85% of the aggregate revenues of the Parent and its Consolidated Subsidiaries,
at the request of the Agent, the Borrower and the Agent shall negotiate in good faith to amend this Agreement to add financial
covenants based solely on the Borrowers on a combined basis. Notwithstanding the foregoing, if the Borrowers and the Agent are
not able to so negotiate such financial covenants at least thirty (30) days prior the end of next applicable Fiscal Quarter and,
if the Agent determines to do so, the Agent may in good faith establish such financial covenants and, following the Borrowers’
receipt of notice from the Agent of such determination, such amendments shall be effective.


 


ARTICLE
7 - CONDITIONS


 


Section
7.1           Conditions to Closing.


 


The obligation of each
Lender to make the initial Loans on the Closing Date shall be subject to the receipt
by Agent of each agreement, document and instrument set forth on the closing checklist prepared by Agent or its counsel, each in
form and substance satisfactory to Agent, and such other closing deliverables reasonably requested by Agent and Lenders, and to
the satisfaction of the following conditions precedent, each to the satisfaction of Agent and Lenders and their respective counsel
in their sole discretion:


 


(a)          evidence
of the consummation of the transactions (other than the funding of the Loan and the closing of any acquisition for which the proceeds
of the Loan are purchase money) contemplated by the Operative Documents including, without limitation, the funding of any and all
investments contemplated by the Operative Documents and the Subordinated Debt Documents;


 


(b)          the
payment of all fees, expenses and other amounts due and payable under each Financing Document;


 


(c)          since
November 30, 2014, the absence of any material adverse change in any aspect of the business, operations, properties, prospects
or condition (financial or otherwise) of any Credit Party or any seller of any assets or business to be purchased by any Borrower
contemporaneous with the Closing Date, or any event or condition which could reasonably be expected to result in such a material
adverse change; and


 


(d)          the
receipt of the initial Borrowing Base Certificate, prepared as of the Closing Date.


 


(e)          [Reserved].


 


Each Lender, by delivering
its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Financing
Document, each additional Operative Document and each other document, agreement and/or instrument required to be approved by Agent,
Required Lenders or Lenders, as applicable, on the Closing Date.


 






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Section
7.2           Conditions to Each Loan.



 


The obligation of the Lenders
to make a Loan or an advance in respect of any Loan is subject to the satisfaction of the following additional conditions:


 


(a)          in
the case of a Revolving Loan Borrowing, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement)
and updated Borrowing Base Certificate, and in the case of a Term Loan or Additional Term Loan advance, receipt by Agent of a Notice
of Borrowing;


 


(b)          the
fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving
Loan Outstandings will not exceed the Revolving Loan Limit;


 


(c)          the
fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing;


 


(d)          the
fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and
complete on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates
to a specific date in which case such representation or warranty shall be true and correct as of such earlier date;


 


(e)          the
fact that no adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers
or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of
this Agreement; and


 


(f)          the
continued compliance by Borrowers with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect
otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice
under Article 8.


 


Each giving of a Notice of
Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a
representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section,
and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents
is true and correct as of such date (except to the extent that such representations and warranties expressly relate solely to an
earlier date).


 


Section
7.3           Searches.


 


Before the Closing Date,
and thereafter (as and when determined by Agent in its discretion), Agent shall have the right to perform, all at Borrowers’
expense, the searches described in clauses (a), (b), and (c) below against Borrowers and any other Credit Party, the results of
which are to be consistent with Borrowers’ representations and warranties under this Agreement and the satisfactory results
of which shall be a condition precedent to all advances of Loan proceeds: (a) UCC searches with the Secretary of State of
the jurisdiction in which the applicable Person is organized; (b) judgment, pending litigation, federal tax lien, personal
property tax lien, and corporate and partnership tax lien searches, in each jurisdiction searched under clause (a) above;
and (c) searches of applicable corporate, limited liability company, partnership and related records to confirm the continued
existence, organization and good standing of the applicable Person and the exact legal name under which such Person is organized.


 






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Section
7.4           Post-Closing Requirements.


 


Borrowers shall complete
each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed
on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be
completed or provided in form and substance satisfactory to Agent.


 


ARTICLE
8 - [RESERVED]


 


ARTICLE
9 - SECURITY AGREEMENT


 


Section
9.1           Generally.


 


As security for the payment
and performance of the Obligations, and for the payment and performance of all obligations under the Affiliated Financing Documents
(if any) and without limiting any other grant of a Lien and security interest in any Security Document, each Borrower and the Parent
(each of the foregoing, a “Credit Party Grantor”; collectively, the “Credit Party Grantors”)
hereby assign and grant to Agent, for the benefit of itself and Lenders, a continuing first priority Lien on and security interest
in, upon, and to the personal property set forth on Schedule 9.1 attached hereto and made a part hereof.


 


Section
9.2           Representations and Warranties and Covenants
Relating to Collateral.


 


(a)          Schedule 9.2
sets forth (i) each chief executive office and principal place of business of each Credit Party Grantor and each of their
respective Subsidiaries, and (ii) all of the addresses (including all warehouses) at which any of the Collateral is located
and/or books and records of Credit Party Grantors regarding any of the Collateral are kept, which such Schedule 9.2
indicates in each case which Credit Party Grantor(s) have Collateral and/or books and records located at such address, and, in
the case of any such address not owned by one or more of the Credit Party Grantors(s), indicates the nature of such location (e.g.,
leased business location operated by Credit Party Grantor(s), third party warehouse, consignment location, processor location,
etc.) and the name and address of the third party owning and/or operating such location.


 


(b)          Without
limiting the generality of Section 3.2, except as indicated on Schedule 3.19 with respect to any rights of any
Credit Party Grantor as a licensee under any license of Intellectual Property owned by another Person, and except for the filing
of financing statements under the UCC, no authorization, approval or other action by, and no notice to or filing with, any Governmental
Authority or consent of any other Person is required for (i) the grant by each Credit Party Grantor to Agent of the security
interests and Liens in the Collateral provided for under this Agreement and the other Security Documents (if any), or (ii) the
exercise by Agent of its rights and remedies with respect to the Collateral provided for under this Agreement and the other Security
Documents or under any applicable Law, including the UCC and neither any such grant of Liens in favor of Agent or exercise of rights
by Agent shall violate or cause a default under any agreement between any Credit Party Grantor and any other Person relating to
any such collateral, including any license to which a Credit Party Grantor is a party, whether as licensor or licensee, with respect
to any Intellectual Property, whether owned by such Credit Party Grantor or any other Person.


 






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(c)          As
of the Closing Date, no Credit Party Grantor has any ownership interest in any Chattel Paper (as defined in Article 9 of the
UCC), letter of credit rights, commercial tort claims, Instruments, documents or investment property (other than equity interests
in any Subsidiaries of such Credit Party Grantor disclosed on Schedule 3.4) and Credit Party Grantors shall give notice
to Agent promptly (but in any event not later than the delivery by Credit Party Grantors of the next Compliance Certificate required
pursuant to Section 4.1 above) upon the acquisition by any Credit Party Grantor of any such Chattel Paper, letter of credit
rights, commercial tort claims, Instruments, documents, investment property. No Person other than Agent or (if applicable) any
Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account, investment property (including
Securities Accounts and commodities account), letter of credit rights or electronic chattel paper in which any Credit Party Grantor
has any interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities
intermediary with whom any Deposit Account, Securities Account or commodities account of Credit Party Grantors is maintained).


 


(d)          Credit
Party Grantors shall not, and shall not permit any Credit Party to, take any of the following actions or make any of the following
changes unless Credit Party Grantors have given at least thirty (30) days prior written notice to Agent of Credit Party Grantors’
intention to take any such action (which such written notice shall include an updated version of any Schedule impacted by
such change) and have executed any and all documents, instruments and agreements and taken any other actions which Agent may request
after receiving such written notice in order to protect and preserve the Liens, rights and remedies of Agent with respect to the
Collateral: (i) change the legal name or organizational identification number of any Credit Party Grantor as it appears in
official filings in the jurisdiction of its organization, (ii) change the jurisdiction of incorporation or formation of any
Credit Party Grantor or Credit Party or allow any Credit Party Grantor or Credit Party to designate any jurisdiction as an additional
jurisdiction of incorporation for such Credit Party Grantor or Credit Party, or change the type of entity that it is, or (iii) change
its chief executive office, principal place of business, or the location of its records concerning the Collateral or move any Collateral
to or place any Collateral on any location that is not then listed on the Schedules and/or establish any business location at any
location that is not then listed on the Schedules.


 


(e)          Credit
Party Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account
Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the
Ordinary Course of Business, made while no Default exists and in amounts which are not material with respect to the Account and
which, after giving effect thereto, do not cause the Borrowing Base to be less than the Revolving Loan Outstandings) without the
prior written consent of Agent. Without limiting the generality of this Agreement or any other provisions of any of the Financing
Documents relating to the rights of Agent after the occurrence and during the continuance of an Event of Default, Agent shall have
the right at any time after the occurrence and during the continuance of an Event of Default to: (i) exercise the rights of
Credit Party Grantors with respect to the obligation of any Account Debtor to make payment or otherwise render performance to Credit
Party Grantors and with respect to any property that secures the obligations of any Account Debtor or any other Person obligated
on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts.


 






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(f)          Without
limiting the generality of Sections 9.2(c) and 9.2(e):


 


(i)          Credit
Party Grantors shall deliver to Agent all tangible Chattel Paper and all Instruments and documents owned by any Credit Party Grantor
and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all
in form and substance satisfactory to Agent. Credit Party Grantors shall provide Agent with “control” (as defined in
Article 9 of the UCC) of all electronic Chattel Paper owned by any Credit Party Grantor and constituting part of the Collateral
by having Agent identified as the assignee on the records pertaining to the single authoritative copy thereof and otherwise complying
with the applicable elements of control set forth in the UCC. Credit Party Grantors also shall deliver to Agent all security agreements
securing any such Chattel Paper and securing any such Instruments. Credit Party Grantors will mark conspicuously all such Chattel
Paper and all such Instruments and documents with a legend, in form and substance satisfactory to Agent, indicating that such Chattel
Paper and such instruments and documents are subject to the security interests and Liens in favor of Agent created pursuant to
this Agreement and the Security Documents. Credit Party Grantors shall comply with all the provisions of Section 5.14 with
respect to the Deposit Accounts and Securities Accounts of Credit Party Grantors.


 


(ii)         Credit
Party Grantors shall deliver to Agent all letters of credit on which any Credit Party Grantor is the beneficiary and which give
rise to letter of credit rights owned by such Credit Party Grantor which constitute part of the Collateral in each case duly endorsed
and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Agent. Credit
Party Grantors shall take any and all actions as may be necessary or desirable, or that Agent may request, from time to time, to
cause Agent to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit rights
in a manner acceptable to Agent.


 


(iii)        Credit
Party Grantors shall promptly advise Agent upon any Credit Party Grantor becoming aware that it has any interests in any commercial
tort claim that constitutes part of the Collateral, which such notice shall include descriptions of the events and circumstances
giving rise to such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect
such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and
Credit Party Grantors shall, with respect to any such commercial tort claim, execute and deliver to Agent such documents as Agent
shall request to perfect, preserve or protect the Liens, rights and remedies of Agent with respect to any such commercial tort
claim.


 






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(iv)        Except
for Accounts and Inventory in an aggregate amount of $25,000, no Accounts or Inventory or other Collateral shall at any time be
in the possession or control of any warehouse, consignee, bailee or any of Credit Party Grantors’ agents or processors without
prior written notice to Agent and the receipt by Agent, if Agent has so requested, of warehouse receipts, consignment agreements
or bailee lien waivers (as applicable) satisfactory to Agent prior to the commencement of such possession or control. Credit Party
Grantor has notified Agent that Inventory is currently located at the locations set forth on Schedule 9.2. Credit Party
Grantors shall, upon the request of Agent, notify any such warehouse, consignee, bailee, agent or processor of the security interests
and Liens in favor of Agent created pursuant to this Agreement and the Security Documents, instruct such Person to hold all such
Collateral for Agent’s account subject to Agent’s instructions and shall obtain an acknowledgement from such Person
that such Person holds the Collateral for Agent’s benefit.


 


(v)         Credit
Party Grantors shall cause all equipment and other tangible Personal Property other than Inventory to be maintained and preserved
in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause
to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end.
Upon request of Agent, Credit Party Grantors shall promptly deliver to Agent any and all certificates of title, applications for
title or similar evidence of ownership of all such tangible Personal Property and shall cause Agent to be named as lienholder on
any such certificate of title or other evidence of ownership. Credit Party Grantors shall not permit any such tangible Personal
Property to become fixtures to real estate unless such real estate is subject to a Lien in favor of Agent.


 


(vi)        Each
Credit Party Grantor hereby authorizes Agent to file without the signature of such Credit Party Grantor one or more UCC financing
statements relating to liens on personal property relating to all or any part of the Collateral, which financing statements may
list Agent as the “secured party” and such Credit Party Grantor as the “debtor” and which describe and
indicate the collateral covered thereby as all or any part of the Collateral under the Financing Documents (including an indication
of the collateral covered by any such financing statement as “all assets” of such Credit Party Grantor now owned or
hereafter acquired), in such jurisdictions as Agent from time to time determines are appropriate, and to file without the signature
of such Credit Party Grantor any continuations of or corrective amendments to any such financing statements, in any such case in
order for Agent to perfect, preserve or protect the Liens, rights and remedies of Agent with respect to the Collateral. Each Credit
Party Grantor also ratifies its authorization for Agent to have filed in any jurisdiction any initial financing statements or amendments
thereto if filed prior to the date hereof.


 


(vii)       As
of the Closing Date, no Credit Party Grantor holds, and after the Closing Date Credit Party Grantors shall promptly notify Agent
in writing upon creation or acquisition by any Credit Party Grantor of, any Collateral which constitutes a claim against any Governmental
Authority, including, without limitation, the federal government of the United States or any instrumentality or agency thereof,
the assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims
Act and any other comparable Law. Upon the request of Agent, Credit Party Grantors shall take such steps as may be necessary or
desirable, or that Agent may request, to comply with any such applicable Law.


 






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(viii)      Credit
Party Grantors shall furnish to Agent from time to time any statements and schedules further identifying or describing the Collateral
and any other information, reports or evidence concerning the Collateral as Agent may reasonably request from time to time.


 


ARTICLE
10 - EVENTS OF DEFAULT


 


Section
10.1         Events of Default.


 


For purposes of the Financing
Documents, the occurrence of any of the following conditions and/or events, whether voluntary or involuntary, by operation of law
or otherwise, shall constitute an “Event of Default”:


 


(a)          (i) any
Borrower shall fail to pay when due any principal, interest, premium or fee under any Financing Document or any other amount payable
under any Financing Document, (ii) there shall occur any default in the performance of or compliance with any of the following
sections of this Agreement: Section 2.11, Section 4.2(b), Section 4.6 and Article 5, or (iii) there
shall occur any default in the performance of or compliance with Section 4.1 and/or Article 6 of this Agreement and Borrower
Representative has received written notice from Agent or Required Lenders of such default;


 


(b)          any
Credit Party defaults in the performance of or compliance with any term contained in this Agreement or in any other Financing Document
(other than occurrences described in other provisions of this Section 10.1 for which a different grace or cure period is specified
or for which no grace or cure period is specified and thereby constitute immediate Events of Default) and such default is not remedied
by the Credit Party or waived by Agent within fifteen (30) days after the earlier of (i) receipt by Borrower Representative
of notice from Agent or Required Lenders of such default, or (ii) actual knowledge of any Borrower or any other Credit Party
of such default;


 


(c)          any
representation, warranty, certification or statement made by any Credit Party or any other Person in any Financing Document or
in any certificate, financial statement or other document delivered pursuant to any Financing Document is incorrect in any respect
(or in any material respect if such representation, warranty, certification or statement is not by its terms already qualified
as to materiality) when made (or deemed made);


 


(d)          (i) failure
of any Credit Party to pay when due or within any applicable grace period any principal, interest or other amount on Debt (other
than the Loans) or in respect of any Swap Contract, or the occurrence of any breach, default, condition or event with respect to
any Debt (other than the Loans) or in respect of any Swap Contract, if the effect of such failure or occurrence is to cause or
to permit the holder or holders of any such Debt, or the counterparty under any such Swap Contract, to cause, Debt or other liabilities
having an individual principal amount in excess of $100,000 (or any amount, solely with respect to Swap Contracts) or having an
aggregate principal amount in excess of $100,000 (or any amount, solely with respect to Swap Contracts) to become or be declared
due prior to its stated maturity, or (ii) the occurrence of any breach or default under any terms or provisions of any Subordinated
Debt Document or under any agreement subordinating the Subordinated Debt to all or any portion of the Obligations or the occurrence
of any event requiring the prepayment of any Subordinated Debt;


 






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(e)          any
Credit Party or any Subsidiary of a Borrower shall commence a voluntary case or other proceeding seeking liquidation, reorganization
or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part
of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary
case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally
to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing;


 


(f)          an
involuntary case or other proceeding shall be commenced against any Credit Party or any Subsidiary of a Borrower seeking liquidation,
reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial
part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of forty-five
(45) days; or an order for relief shall be entered against any Credit Party or any Subsidiary of a Borrower under applicable federal
bankruptcy, insolvency or other similar law in respect of (i) bankruptcy, liquidation, winding-up, dissolution or suspension
of general operations, (ii) composition, rescheduling, reorganization, arrangement or readjustment of, or other relief from,
or stay of proceedings to enforce, some or all of the debts or obligations, or (iii) possession, foreclosure, seizure or retention,
sale or other disposition of, or other proceedings to enforce security over, all or any substantial part of the assets of such
Credit Party or Subsidiary;


 


(g)          (i) institution
of any steps by any Person to terminate a Pension Plan if as a result of such termination any Credit Party or any member of the
Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such
Pension Plan, in excess of $100,000 (ii) a contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under Section 302(f) of ERISA, or (iii) there shall occur any withdrawal or partial withdrawal from a
Multiemployer Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Plans as a result of such withdrawal
(including any outstanding withdrawal liability that any Credit Party or any member of the Controlled Group have incurred on the
date of such withdrawal) exceeds $100,000;


 






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(h)          one
or more judgments or orders for the payment of money (not paid or fully covered by insurance maintained in accordance with the
requirements of this Agreement and as to which the relevant insurance company has acknowledged coverage) aggregating in excess
of $100,000 (or, only in the case of the NewCSI Litigation, $250,000) shall be rendered against any or all Credit Parties and either
(i) enforcement proceedings shall have been commenced by any creditor upon any such judgments or orders, or (ii) (A)
except with respect to NewCSI Litigation, there shall be any period of twenty (20) consecutive days during which either a stay
of enforcement of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in effect or (B)
with respect to the NewCSI Litigation, (1) except as provided in clause (2) below, there shall be any period of ninety (90) consecutive
days, during which a stay of enforcement of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall
not be in effect or (2) if before the end of such ninety-day period, the judgment creditor and the applicable Credit Parties
have entered into a written payment plan agreement that provides for the repayment of such judgment over no less than twelve months
and on other terms acceptable to the Agent, the applicable Credit Parties are in compliance with such agreement and the judgment
creditor is taking no enforcement action with respect to such judgment or the provisions of such agreement;


 


(i)          any
Lien created by any of the Security Documents shall at any time fail to constitute a valid and perfected Lien on all of the Collateral
purported to be encumbered thereby, subject to no prior or equal Lien except Permitted Liens, or any Credit Party shall so assert;


 


(j)          the
institution by any Governmental Authority of criminal proceedings against any Credit Party;


 


(k)          without
implying any limitation on the other provisions of this Section 10.1, a default or event of default occurs under any Guarantee
of any portion of the Obligations;


 


(l)          any
Borrower makes any payment on account of any Debt that has been subordinated to any of the Obligations, other than by a Subordinated
Debt Permitted Refinancing and other than other payments specifically permitted by the terms of such subordination;


 


(m)          if
any Borrower is or becomes an entity whose equity is registered with the SEC, and/or is publicly traded on and/or registered with
a public securities exchange, such Borrower’s equity fails to remain registered with the SEC in good standing, and/or such
equity fails to remain publicly traded on and registered with a public securities exchange;


 


(n)          the
occurrence of any fact, event or circumstance, that is not otherwise an Event of Default pursuant to this Section 10.1, that could
reasonably be expected to result in a Material Adverse Effect, if such default shall have continued unremedied for a period of
thirty (30) days after written notice from Agent;


 


(o)          Agent
determines, based on information available to it and in its reasonable judgment, that there is a reasonable likelihood that Borrowers
shall fail to comply with one or more financial covenants in Article 6 during the next succeeding financial reporting period;


 


(p)          there
shall occur an “Event of Default” (as that term is defined in the PRS Credit Agreement);


 


(q)          there
shall occur any default or event of default under the Affiliated Financing Documents, if the effect of such default or event of
default is to cause or to permit the holder or holders of any such Affiliated Financing Documents having an individual amount in
excess of $100,000 to become or be declared due prior to its stated maturity;


 






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(r)          there
shall occur a material adverse change in the financial condition or business prospects of any Borrower, which default shall have
continued unremedied for a period of ten (10) days after written notice from Agent.


 


Notwithstanding the foregoing,
if a Credit Party fails to comply with any same provision of this Agreement two (2) times in any twelve (12) month period and Agent
has given to Borrower Representative in connection with each such failure any notice to which Borrowers would be entitled under
this Section before such failure could become an Event of Default, then all subsequent failures by a Credit Party to comply
with such provision of this Agreement shall effect an immediate Event of Default (without the expiration of any applicable cure
period) with respect to all subsequent failures by a Credit Party to comply with such provision of this Agreement, and Agent thereupon
may exercise any remedy set forth in this Article 10 without affording Borrowers any opportunity to cure such Event of Default.


 


All cure periods provided
for in this Section 10.1 shall run concurrently with any cure period provided for in any applicable Financing Documents under
which the default occurred.


 


Section
10.2         Acceleration and Suspension or Termination of Revolving
Loan Commitment, Term Loan Commitment or Additional Term Loan Commitment.


 


Upon the occurrence and
during the continuance of an Event of Default, Agent may, and shall if requested by Required Lenders, (a) by notice to Borrower
Representative suspend or terminate the Revolving Loan Commitment, Term Loan Commitment and Additional Term Loan Commitment and
the obligations of Agent and the Lenders with respect thereto, in whole or in part (and, if in part, each Lender’s Revolving
Loan Commitment, Term Loan Commitment and Additional Term Loan Commitment shall be reduced in accordance with its Pro Rata Share),
and/or (b) by notice to Borrower Representative declare all or any portion of the Obligations to be, and the Obligations shall
thereupon become, immediately due and payable, with accrued interest thereon, without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by each Borrower and Borrowers will pay the same; provided, however,
that in the case of any of the Events of Default specified in Section 10.1(e) or any of the Defaults or Events of Default
specified in 10.1(f) above, without any notice to any Borrower or any other act by Agent or the Lenders, the Revolving Loan Commitment,
Term Loan Commitment and Additional Term Loan Commitment and the obligations of Agent and the Lenders with respect thereto shall
thereupon immediately and automatically terminate and all of the Obligations shall become immediately and automatically due and
payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and Borrowers
will pay the same.


 


Section
10.3         UCC Remedies.


 


(a)          Upon
the occurrence of and during the continuance of an Event of Default under this Agreement or the other Financing Documents, Agent,
in addition to all other rights, options, and remedies granted to Agent under this Agreement or at law or in equity, may exercise,
either directly or through one or more assignees or designees, all rights and remedies granted to it under all Financing Documents
and under the UCC in effect in the applicable jurisdiction(s) and under any other applicable law; including, without limitation:


 






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(i)          the
right to take possession of, send notices regarding, and collect directly the Collateral, with or without judicial process;


 


(ii)         the
right to (by its own means or with judicial assistance) enter any of Credit Party Grantors’ premises and take possession
of the Collateral, or render it unusable, or to render it usable or saleable, or dispose of the Collateral on such premises in
compliance with subsection (iii) below and to take possession of Credit Party Grantors’ original books and records,
to obtain access to Credit Party Grantors’ data processing equipment, computer hardware and software relating to the Collateral
and to use all of the foregoing and the information contained therein in any manner Agent deems appropriate, without any liability
for rent, storage, utilities, or other sums, and Credit Party Grantors shall not resist or interfere with such action (if Credit
Party Grantors’ books and records are prepared or maintained by an accounting service, contractor or other third party agent,
Credit Party Grantors hereby irrevocably authorize such service, contractor or other agent, upon notice by Agent to such Person
that an Event of Default has occurred and is continuing, to deliver to Agent or its designees such books and records, and to follow
Agent’s instructions with respect to further services to be rendered);


 


(iii)        the
right to require Credit Party Grantors at Credit Party Grantors’ expense to assemble all or any part of the Collateral and
make it available to Agent at any place designated by Lender;


 


(iv)        the
right to notify postal authorities to change the address for delivery of Credit Party Grantors’ mail to an address designated
by Agent and to receive, open and dispose of all mail addressed to any Credit Party Grantor; and/or


 


(v)         the
right to enforce Credit Party Grantors’ rights against Account Debtors and other obligors, including, without limitation,
(i) the right to collect Accounts directly in Agent’s own name (as agent for Lenders) and to charge the collection costs
and expenses, including attorneys’ fees, to Credit Party Grantors, and (ii) the right, in the name of Agent or any designee
of Agent or Credit Party Grantors, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone,
telegraph or otherwise, including, without limitation, verification of Credit Party Grantors’ compliance with applicable
Laws. Credit Party Grantors shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification
process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having
jurisdiction over the Credit Party Grantors’ affairs, all of which contacts Credit Party Grantors hereby irrevocably authorize.


 






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(b)          Each
Credit Party Grantor agrees that a notice received by it at least ten (10) days before the time of any intended public sale, or
the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice
of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline
in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Credit Party Grantors.
At any sale or disposition of Collateral, Agent may (to the extent permitted by applicable law) purchase all or any part of the
Collateral, free from any right of redemption by Credit Party Grantors, which right is hereby waived and released. Each Credit
Party Grantor covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies
with respect to the Collateral. Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Agent
may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance
will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Agent may sell the Collateral
without giving any warranties as to the Collateral. Agent may specifically disclaim any warranties of title or the like. This procedure
will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If Agent sells any of the
Collateral upon credit, Credit Party Grantors will be credited only with payments actually made by the purchaser, received by Agent
and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Agent may resell
the Collateral and Credit Party Grantors shall be credited with the proceeds of the sale. Credit Party Grantors shall remain liable
for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations.


 


(c)          Without
restricting the generality of the foregoing and for the purposes aforesaid, each Credit Party Grantor hereby appoints and constitutes
Agent its lawful attorney-in-fact with full power of substitution in the Collateral, upon the occurrence and during the continuance
of an Event of Default, to (i) use unadvanced funds remaining under this Agreement or which may be reserved, escrowed or set
aside for any purposes hereunder at any time, or to advance funds in excess of the face amount of the Notes, (ii) pay, settle
or compromise all existing bills and claims, which may be Liens or security interests, or to avoid such bills and claims becoming
Liens against the Collateral, (iii) execute all applications and certificates in the name of such Credit Party Grantor and
to prosecute and defend all actions or proceedings in connection with the Collateral, and (iv) do any and every act which
such Credit Party Grantor might do in its own behalf; it being understood and agreed that this power of attorney in this subsection (c)
shall be a power coupled with an interest and cannot be revoked.


 


(d)          Agent
and each Lender is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Credit Party Grantors’
labels, mask works, rights of use of any name, any other Intellectual Property and advertising matter, and any similar property
as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection
with Agent’s exercise of its rights under this Article, Credit Party Grantors’ rights under all licenses (whether as
licensor or licensee) and all franchise agreements inure to Agent’s and each Lender’s benefit.


 


Section
10.4         [Reserved]


 


Section
10.5         Default Rate of Interest.


 


At the election of Agent
or Required Lenders, after the occurrence of an Event of Default and for so long as it continues, the Loans and other Obligations
shall bear interest at rates that are three percent (3.0%) per annum in excess of the rates otherwise payable under this Agreement;
provided, however, that in the case of any Event of Default specified in Section 10.1(e) or 10.1(f) above, such default
rates shall apply immediately and automatically without the need for any election or action of any kind on the part of Agent or
any Lender.


 






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Section
10.6         Setoff Rights.


 


During the continuance
of any Event of Default, each Lender is hereby authorized by each Credit Party Grantor at any time or from time to time, with reasonably
prompt subsequent notice to such Credit Party Grantor (any prior or contemporaneous notice being hereby expressly waived) to set
off and to appropriate and to apply any and all (a) balances held by such Lender or any of such Lender’s Affiliates
at any of its offices for the account of such Credit Party Grantor or any of its Subsidiaries (regardless of whether such balances
are then due to such Credit Party Grantor or its Subsidiaries), and (b) other property at any time held or owing by such Lender
to or for the credit or for the account of such Credit Party Grantor or any of its Subsidiaries, against and on account of any
of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender
exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s
Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender
in accordance with their respective Pro Rata Share of the Obligations. Each Credit Party Grantor agrees, to the fullest extent
permitted by law, that any Lender and any of such Lender’s Affiliates may exercise its right to set off with respect to the
Obligations as provided in this Section 10.6.


 


Section
10.7         Application of Proceeds.


 


(a)          Notwithstanding
anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each
Credit Party Grantor irrevocably waives the right to direct the application of any and all payments at any time or times thereafter
received by Agent from or on behalf of such Credit Party Grantor or any other Credit Party or any Guarantor of all or any part
of the Obligations, and, as between Credit Party Grantors on the one hand and Agent and Lenders on the other, Agent shall have
the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner
as Agent may deem advisable notwithstanding any previous application by Agent.


 


(b)          Following
the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent
shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received
by Agent, in such order as Agent may from time to time elect.


 






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(c)          Notwithstanding
anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues,
Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral
received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses
incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second,
to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this
Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations
(including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth,
to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers
and/or the other Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered
to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct.
In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior
to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular
category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.


 


Section
10.8         Waivers.


 


(a)          Except
as otherwise provided for in this Agreement and to the fullest extent permitted by applicable law, each of the Borrowers and the
Parent waives: (i) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration,
protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all Financing Documents,
the Notes or any other notes, commercial paper, accounts, contracts, documents, Instruments, Chattel Paper and Guarantees at any
time held by Lenders on which any the Borrowers and the Parent may in any way be liable, and hereby ratifies and confirms whatever
Lenders may do in this regard; (ii) all rights to notice and a hearing prior to Agent’s or any Lender’s taking
possession or control of, or to Agent’s or any Lender’s replevy, attachment or levy upon, any Collateral or any bond
or security which might be required by any court prior to allowing Agent or any Lender to exercise any of its remedies; and (iii) the
benefit of all valuation, appraisal and exemption Laws. Each the Borrowers and the Parent acknowledges that it has been advised
by counsel of its choices and decisions with respect to this Agreement, the other Financing Documents and the transactions evidenced
hereby and thereby.


 


(b)          Each
the Borrowers and the Parent for itself and all its successors and assigns, (i) agrees that its liability shall not be in
any manner affected by any indulgence, extension of time, renewal, waiver, or modification granted or consented to by Lender; (ii) consents
to any indulgences and all extensions of time, renewals, waivers, or modifications that may be granted by Agent or any Lender with
respect to the payment or other provisions of the Financing Documents, and to any substitution, exchange or release of the Collateral,
or any part thereof, with or without substitution, and agrees to the addition or release of any the Borrowers, the Parent, endorsers,
guarantors, or sureties, or whether primarily or secondarily liable, without notice to any other Borrower or the Parent and without
affecting its liability hereunder; (iii) agrees that its liability shall be unconditional and without regard to the liability
of any other Borrower, Parent, Agent or any Lender for any tax on the indebtedness; and (iv) to the fullest extent permitted
by law, expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided,
which would produce a result contrary to or in conflict with the foregoing.


 






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(c)          To
the extent that Agent or any Lender may have acquiesced in any noncompliance with any requirements or conditions precedent to the
closing of the Loans or to any subsequent disbursement of Loan proceeds, such acquiescence shall not be deemed to constitute a
waiver by Agent or any Lender of such requirements with respect to any future disbursements of Loan proceeds and Agent may at any
time after such acquiescence require Borrowers and the Parent to comply with all such requirements. Any forbearance by Agent or
Lender in exercising any right or remedy under any of the Financing Documents, or otherwise afforded by applicable law, including
any failure to accelerate the maturity date of the Loans, shall not be a waiver of or preclude the exercise of any right or remedy
nor shall it serve as a novation of the Notes or as a reinstatement of the Loans or a waiver of such right of acceleration or the
right to insist upon strict compliance of the terms of the Financing Documents. Agent’s or any Lender’s acceptance
of payment of any sum secured by any of the Financing Documents after the due date of such payment shall not be a waiver of Agent’s
and such Lender’s right to either require prompt payment when due of all other sums so secured or to declare a default for
failure to make prompt payment. The procurement of insurance or the payment of taxes or other Liens or charges by Agent as the
result of an Event of Default shall not be a waiver of Agent’s right to accelerate the maturity of the Loans, nor shall Agent’s
receipt of any condemnation awards, insurance proceeds, or damages under this Agreement operate to cure or waive any Credit Party’s
default in payment of sums secured by any of the Financing Documents.


 


(d)          Without
limiting the generality of anything contained in this Agreement or the other Financing Documents, each the Borrowers and the Parent
agrees that if an Event of Default is continuing (i) Agent and Lenders shall not be subject to any “one action”
or “election of remedies” law or rule, and (ii) all Liens and other rights, remedies or privileges provided to
Agent or Lenders shall remain in full force and effect until Agent or Lenders have exhausted all remedies against the Collateral
and any other properties owned by the Credit Party Grantors and the Financing Documents and other security instruments or agreements
securing the Loans have been foreclosed, sold and/or otherwise realized upon in satisfaction of Borrowers’ obligations under
the Financing Documents.


 


(e)          Nothing
contained herein or in any other Financing Document shall be construed as requiring Agent or any Lender to resort to any part of
the Collateral for the satisfaction of any of Credit Party Grantors’ obligations under the Financing Documents in preference
or priority to any other Collateral, and Agent may seek satisfaction out of all of the Collateral or any part thereof, in its absolute
discretion in respect of Credit Party Grantors’ obligations under the Financing Documents. In addition, Agent shall have
the right from time to time to partially foreclose upon any Collateral in any manner and for any amounts secured by the Financing
Documents then due and payable as determined by Agent in its sole discretion, including, without limitation, the following circumstances:
(i) in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments
of principal and/or interest, Agent may foreclose upon all or any part of the Collateral to recover such delinquent payments, or
(ii) in the event Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Agent may foreclose
all or any part of the Collateral to recover so much of the principal balance of the Loans as Lender may accelerate and such other
sums secured by one or more of the Financing Documents as Agent may elect. Notwithstanding one or more partial foreclosures, any
unforeclosed Collateral shall remain subject to the Financing Documents to secure payment of sums secured by the Financing Documents
and not previously recovered.


 






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(f)          To
the fullest extent permitted by law, each Credit Party Grantor, for itself and its successors and assigns, waives in the event
of foreclosure of any or all of the Collateral any equitable right otherwise available to any Credit Party which would require
the separate sale of any of the Collateral or require Agent or Lenders to exhaust their remedies against any part of the Collateral
before proceeding against any other part of the Collateral; and further in the event of such foreclosure each Credit Party Grantor
does hereby expressly consent to and authorize, at the option of Agent, the foreclosure and sale either separately or together
of each part of the Collateral.


 


Section
10.9         Injunctive Relief.


 


The parties acknowledge
and agree that, in the event of a breach or threatened repudiation of any Credit Party’s obligations under any Financing
Documents, Agent and Lenders may have no adequate remedy in money damages and, accordingly, shall be entitled to an injunction
(including, without limitation, a temporary restraining order, preliminary injunction, writ of attachment, or order compelling
an audit) against such breach or threatened repudiation, including, without limitation, maintaining any cash management and collection
procedure described herein. However, no specification in this Agreement of a specific legal or equitable remedy shall be construed
as a waiver or prohibition against any other legal or equitable remedies in the event of a breach or threatened repudiation of
any provision of this Agreement. Each Credit Party waives, to the fullest extent permitted by law, the requirement of the posting
of any bond in connection with such injunctive relief. By joining in the Financing Documents as a Credit Party, each Credit Party
specifically joins in this Section as if this Section were a part of each Financing Document executed by such Credit
Party.


 


Section
10.10         Marshalling; Payments Set Aside.


 


Neither Agent nor any Lender
shall be under any obligation to marshal any assets in payment of any or all of the Obligations. To the extent that any Credit
Party makes any payment or Agent enforces its Liens or Agent or any Lender exercises its right of set-off, and such payment or
the proceeds of such enforcement or set-off is subsequently invalidated, declared to be fraudulent or preferential, set aside,
or required to be repaid by anyone, then to the extent of such recovery, the Obligations or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment
had not been made or such enforcement or set-off had not occurred.


 


ARTICLE
11 - AGENT


 


Section
11.1         Appointment and Authorization.


 


Each Lender hereby irrevocably
appoints and authorizes Agent to enter into each of the Financing Documents to which it is a party (other than this Agreement)
on its behalf and to take such actions as Agent on its behalf and to exercise such powers under the Financing Documents as are
delegated to Agent by the terms thereof, together with all such powers as are reasonably incidental thereto. Subject to the terms
of Section 11.16 and to the terms of the other Financing Documents, Agent is authorized and empowered to amend, modify, or
waive any provisions of this Agreement or the other Financing Documents on behalf of Lenders. The provisions of this Article 11
are solely for the benefit of Agent and Lenders and neither any Borrower nor any other Credit Party shall have any rights as a
third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, Agent shall
act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship
of agency or trust with or for any Borrower or any other Credit Party. Agent may perform any of its duties hereunder, or under
the Financing Documents, by or through its agents, servicers, trustees, investment managers or employees.


 






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Section
11.2         Agent and Affiliates.


 


Agent shall have the same
rights and powers under the Financing Documents as any other Lender and may exercise or refrain from exercising the same as though
it were not Agent, and Agent and its Affiliates may lend money to, invest in and generally engage in any kind of business with
each Credit Party or Affiliate of any Credit Party as if it were not Agent hereunder.


 


Section
11.3         Action by Agent.


 


The duties of Agent shall
be mechanical and administrative in nature. Agent shall not have by reason of this Agreement a fiduciary relationship in respect
of any Lender. Nothing in this Agreement or any of the Financing Documents is intended to or shall be construed to impose upon
Agent any obligations in respect of this Agreement or any of the Financing Documents except as expressly set forth herein or therein.


 


Section
11.4         Consultation with Experts.


 


Agent may consult with
legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.


 


Section
11.5         Liability of Agent.


 


Neither Agent nor any of
its directors, officers, agents, trustees, investment managers, servicers or employees shall be liable to any Lender for any action
taken or not taken by it in connection with the Financing Documents, except that Agent shall be liable with respect to its specific
duties set forth hereunder but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as
determined by a final non-appealable judgment of a court of competent jurisdiction. Neither Agent nor any of its directors, officers,
agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into
or verify (a) any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder;
(b) the performance or observance of any of the covenants or agreements specified in any Financing Document; (c) the
satisfaction of any condition specified in any Financing Document; (d) the validity, effectiveness, sufficiency or genuineness
of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in
connection therewith; (e) the existence or non-existence of any Default or Event of Default; or (f) the financial condition
of any Credit Party. Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement,
or other writing (which may be a bank wire, facsimile or electronic transmission or similar writing) believed by it to be genuine
or to be signed by the proper party or parties. Agent shall not be liable for any apportionment or distribution of payments made
by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the sole
recourse of any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the
amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous
payments received by them).


 






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Section
11.6         Indemnification.


 


Each Lender shall,
in accordance with its Pro Rata Share, indemnify Agent (to the extent not reimbursed by Borrowers) upon demand against any cost,
expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from Agent’s
gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) that
Agent may suffer or incur in connection with the Financing Documents or any action taken or omitted by Agent hereunder or thereunder.
If any indemnity furnished to Agent for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may
call for additional indemnity and cease, or not commence, to do the acts indemnified against even if so directed by Required Lenders
until such additional indemnity is furnished.


 


Section
11.7         Right to Request and Act on Instructions.


 


Agent may at any time
request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the
Financing Documents Agent is permitted or desires to take or to grant, and if such instructions are promptly requested, Agent shall
be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever
to any Person for refraining from any action or withholding any approval under any of the Financing Documents until it shall have
received such instructions from Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement.
Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or
refraining from acting under this Agreement or any of the other Financing Documents in accordance with the instructions of Required
Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) and, notwithstanding the instructions
of Required Lenders (or such other applicable portion of the Lenders), Agent shall have no obligation to take any action if it
believes, in good faith, that such action would violate applicable Law or exposes Agent to any liability for which it has not received
satisfactory indemnification in accordance with the provisions of Section 11.6.


 


Section
11.8         Credit Decision.


 


Each Lender acknowledges
that it has, independently and without reliance upon Agent or any other Lender, 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 also acknowledges
that it will, independently and without reliance upon Agent or any other Lender, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Financing
Documents.


 




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Section
11.9         Collateral Matters.


 


Lenders irrevocably
authorize Agent, at its option and in its discretion, to (a) release any Lien granted to or held by Agent under any Security
Document (i) upon termination of the Loan Commitment and payment in full of all Obligations, and, to the extent required by
Agent in its sole discretion, the expiration, termination or cash collateralization (to the satisfaction of Agent) of all Swap
Contracts secured, in whole or in part, by any Collateral; or (ii) constituting property sold or disposed of as part of or
in connection with any disposition permitted under any Financing Document (it being understood and agreed that Agent may conclusively
rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made
in full compliance with the provisions of the Financing Documents); and (b) subordinate any Lien granted to or held by Agent
under any Security Document to a Permitted Lien that is allowed to have priority over the Liens granted to or held by Agent pursuant
to the definition of “Permitted Liens”. Upon request by Agent at any time, Lenders will confirm Agent’s authority
to release and/or subordinate particular types or items of Collateral pursuant to this Section 11.9.


 


Section
11.10       Agency for Perfection.


 


Agent and each Lender
hereby appoint each other Lender as agent for the purpose of perfecting Agent’s security interest in assets which, in accordance
with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other
than Agent) obtain possession or control of any such assets, such Lender shall notify Agent thereof, and, promptly upon Agent’s
request therefor, shall deliver such assets to Agent or in accordance with Agent’s instructions or transfer control to Agent
in accordance with Agent’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek
to enforce any Security Document or to realize upon any Collateral for the Loan unless instructed to do so by Agent (or consented
to by Agent), it being understood and agreed that such rights and remedies may be exercised only by Agent.


 


Section
11.11       Notice of Default.


 


Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of Default except with respect to defaults in the
payment of principal, interest and fees required to be paid to Agent for the account of Lenders, unless Agent shall have received
written notice from a Lender or a Borrower referring to this Agreement, describing such Default or Event of Default and stating
that such notice is a “notice of default”. Agent will notify each Lender of its receipt of any such notice. Agent shall
take such action with respect to such Default or Event of Default as may be requested by Required Lenders (or all or such other
portion of the Lenders as shall be prescribed by this Agreement) in accordance with the terms hereof. Unless and until Agent has
received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable or in the best interests of Lenders.


 


Section
11.12       Assignment by Agent; Resignation of Agent; Successor Agent.


 


(a)          Agent
may at any time assign its rights, powers, privileges and duties hereunder to (i) another Lender, or (ii) any Person
to whom Agent, in its capacity as a Lender, has assigned (or will assign, in conjunction with such assignment of agency rights
hereunder) 50% or more of its Loan, in each case without the consent of the Lenders or Borrowers or Parent. Following any such
assignment, Agent shall give notice to the Lenders and Borrowers. An assignment by Agent pursuant to this subsection (a) shall
not be deemed a resignation by Agent for purposes of subsection (b) below.


 




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(b)          Without
limiting the rights of Agent to designate an assignee pursuant to subsection (a) above, Agent may at any time give notice
of its resignation to the Lenders and Borrowers. Upon receipt of any such notice of resignation, Required Lenders shall have the
right to appoint a successor Agent. If no such successor shall have been so appointed by Required Lenders and shall have accepted
such appointment within ten (10) Business Days after the retiring Agent gives notice of its resignation, then the retiring Agent
may on behalf of the Lenders, appoint a successor Agent; provided, however, that if Agent shall notify Borrowers and the
Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with
such notice from Agent that no Person has accepted such appointment and, from and following delivery of such notice, (i) the
retiring Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents, and (ii) all
payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender
directly, until such time as Required Lenders appoint a successor Agent as provided for above in this paragraph; provided, however,
that while there is no Agent, the Required Lenders may act on behalf of all Lenders under the Financing Documents to the same extent
that the Agent could do so.


 


(c)          Upon
(i) an assignment permitted by subsection (a) above, or (ii) the acceptance of a successor’s appointment as
Agent pursuant to subsection (b) above, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and
obligations hereunder and under the other Financing Documents (if not already discharged therefrom as provided above in this paragraph).
The fees payable by Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed
between Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Financing Documents,
the provisions of this Article and Section 11.12 shall continue in effect for the benefit of such retiring Agent and
its sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting or was
continuing to act as Agent.


 


Section
11.13       Payment and Sharing of Payment.


 


(a)          Revolving
Loan Advances, Payments and Settlements; Interest and Fee Payments.


 




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(i)          Agent
shall have the right, on behalf of Revolving Lenders to disburse funds to Borrowers for all Revolving Loans requested or deemed
requested by Borrowers pursuant to the terms of this Agreement. Agent shall be conclusively entitled to assume, for purposes of
the preceding sentence, that each Revolving Lender, other than any Non-Funding Lenders, will fund its Pro Rata Share of all Revolving
Loans requested by Borrowers. Each Revolving Lender shall reimburse Agent on demand, in accordance with the provisions of the immediately
following paragraph, for all funds disbursed on its behalf by Agent pursuant to the first sentence of this clause (i), or
if Agent so requests, each Revolving Lender will remit to Agent its Pro Rata Share of any Revolving Loan before Agent disburses
the same to a Borrower. If Agent elects to require that each Revolving Lender make funds available to Agent, prior to a disbursement
by Agent to a Borrower, Agent shall advise each Revolving Lender by telephone, facsimile or e-mail of the amount of such Revolving
Lender’s Pro Rata Share of the Revolving Loan requested by such Borrower no later than noon (Eastern time) on the date of
funding of such Revolving Loan, and each such Revolving Lender shall pay Agent on such date such Revolving Lender’s Pro Rata
Share of such requested Revolving Loan, in same day funds, by wire transfer to the Payment Account, or such other account as may
be identified by Agent to Revolving Lenders from time to time. If any Lender fails to pay the amount of its Pro Rata Share of any
funds advanced by Agent pursuant to the first sentence of this clause (i) within one (1) Business Day after Agent’s
demand, Agent shall promptly notify Borrower Representative, and Borrowers shall immediately repay such amount to Agent. Any repayment
required by Borrowers pursuant to this Section 11.13 shall be accompanied by accrued interest thereon from and including the
date such amount is made available to a Borrower to but excluding the date of payment at the rate of interest then applicable to
Revolving Loans. Nothing in this Section 11.13 or elsewhere in this Agreement or the other Financing Documents shall be deemed
to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments
hereunder or to prejudice any rights that Agent or any Borrower may have against any Lender as a result of any default by such
Lender hereunder.


 


(ii)         On
a Business Day of each week as selected from time to time by Agent, or more frequently (including daily), if Agent so elects (each
such day being a “Settlement Date”), Agent will advise each Revolving Lender by telephone, facsimile or e-mail
of the amount of each such Revolving Lender’s percentage interest of the Revolving Loan balance as of the close of business
of the Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of
such Revolving Lender’s actual percentage interest of the Revolving Loans to such Lender’s required percentage interest
of the Revolving Loan balance as of any Settlement Date, the Revolving Lender from which such payment is due shall pay Agent, without
setoff or discount, to the Payment Account before 1:00 p.m. (Eastern time) on the Business Day following the Settlement Date
the full amount necessary to make such adjustment. Any obligation arising pursuant to the immediately preceding sentence shall
be absolute and unconditional and shall not be affected by any circumstance whatsoever. In the event settlement shall not have
occurred by the date and time specified in the second preceding sentence, interest shall accrue on the unsettled amount at the
rate of interest then applicable to Revolving Loans.


 


(iii)        On
each Settlement Date, Agent shall advise each Revolving Lender by telephone, facsimile or e-mail of the amount of such Revolving
Lender’s percentage interest of principal, interest and fees paid for the benefit of Revolving Lenders with respect to each
applicable Revolving Loan, to the extent of such Revolving Lender’s Revolving Loan Exposure with respect thereto, and shall
make payment to such Revolving Lender before 1:00 p.m. (Eastern time) on the Business Day following the Settlement Date of
such amounts in accordance with wire instructions delivered by such Revolving Lender to Agent, as the same may be modified from
time to time by written notice to Agent; provided, however, that, in the case such Revolving Lender is a Defaulted Lender,
Agent shall be entitled to set off the funding short-fall against that Defaulted Lender’s respective share of all payments
received from any Borrower.


 




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(iv)        On
the Closing Date, Agent, on behalf of Lenders, may elect to advance to Borrowers the full amount of the initial Loans to be made
on the Closing Date prior to receiving funds from Lenders, in reliance upon each Lender’s commitment to make its Pro Rata
Share of such Loans to Borrowers in a timely manner on such date. If Agent elects to advance the initial Loans to Borrower in such
manner, Agent shall be entitled to receive all interest that accrues on the Closing Date on each Lender’s Pro Rata Share
of such Loans unless Agent receives such Lender’s Pro Rata Share of such Loans before 3:00 p.m. (Eastern time) on the
Closing Date.


 


(v)         It
is understood that for purposes of advances to Borrowers made pursuant to this Section 11.13, Agent will be using the funds
of Agent, and pending settlement, (A) all funds transferred from the Payment Account to the outstanding Revolving Loans shall
be applied first to advances made by Agent to Borrowers pursuant to this Section 11.13, and (B) all interest accruing
on such advances shall be payable to Agent.


 


(vi)        The
provisions of this Section 11.13(a) shall be deemed to be binding upon Agent and Lenders notwithstanding the occurrence of
any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to any Borrower or any other Credit Party.


 


(b)          Term
Loan and Additional Term Loan Payments. Payments of principal, interest and fees in respect of the Term Loans and the Additional
Term Loans will be settled on the date of receipt if received by Agent on the last Business Day of a month or on the Business Day
immediately following the date of receipt if received on any day other than the last Business Day of a month.


 


(c)          Return
of Payments.


 


(i)          If
Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received
by Agent from a Borrower and such related payment is not received by Agent, then Agent will be entitled to recover such amount
from such Lender on demand without setoff, counterclaim or deduction of any kind, together with interest accruing on a daily basis
at the Federal Funds Rate.


 


(ii)         If
Agent determines at any time that any amount received by Agent under this Agreement must be returned to any Borrower or paid to
any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement
or any other Financing Document, Agent will not be required to distribute any portion thereof to any Lender. In addition, each
Lender will repay to Agent on demand any portion of such amount that Agent has distributed to such Lender, together with interest
at such rate, if any, as Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction
of any kind.


 




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(d)          Defaulted
Lenders. The failure of any Defaulted Lender to make any payment required by it hereunder shall not relieve any other Lender
of its obligations to make payment, but neither any other Lender nor Agent shall be responsible for the failure of any Defaulted
Lender to make any payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulted Lender shall
not have any voting or consent rights under or with respect to any Financing Document or constitute a “Lender” (or
be included in the calculation of “Required Lenders” hereunder) for any voting or consent rights under or with respect
to any Financing Document.


 


(e)          Sharing
of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff
or otherwise) on account of any Loan (other than pursuant to the terms of Section 2.8(d)) in excess of its Pro Rata Share
of payments entitled pursuant to the other provisions of this Section 11.13, such Lender shall purchase from the other Lenders
such participations in extensions of credit made by such other Lenders (without recourse, representation or warranty) as shall
be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided,
however, that if all or any portion of the excess payment or other recovery is thereafter required to be returned or otherwise
recovered from such purchasing Lender, such portion of such purchase shall be rescinded and each Lender which has sold a participation
to the purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such return or recovery,
without interest. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this clause (e)
may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 10.6) with
respect to such participation as fully as if such Lender were the direct creditor of Borrowers in the amount of such participation).
If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to
which this clause (e) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured
claim in a manner consistent with the rights of the Lenders entitled under this clause (e) to share in the benefits of any
recovery on such secured claim.


 


Section
11.14       Right to Perform, Preserve and Protect.


 


If any Credit Party
fails to perform any obligation hereunder or under any other Financing Document, Agent itself may, but shall not be obligated to,
cause such obligation to be performed at Borrowers’ expense. Agent is further authorized by Borrowers and the Lenders to
make expenditures from time to time which Agent, in its reasonable business judgment, deems necessary or desirable to (a) preserve
or protect the business conducted by Borrowers, the Collateral, or any portion thereof, and/or (b) enhance the likelihood
of, or maximize the amount of, repayment of the Loan and other Obligations. Each Borrower hereby agrees to reimburse Agent on demand
for any and all costs, liabilities and obligations incurred by Agent pursuant to this Section 11.14. Each Lender hereby agrees
to indemnify Agent upon demand for any and all costs, liabilities and obligations incurred by Agent pursuant to this Section 11.14,
in accordance with the provisions of Section 11.6.


 




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Section
11.15       Additional Titled Agents.


 


Except for rights and
powers, if any, expressly reserved under this Agreement to any bookrunner, arranger or to any titled agent named on the cover page
of this Agreement, other than Agent (collectively, the “Additional Titled Agents”), and except for obligations,
liabilities, duties and responsibilities, if any, expressly assumed under this Agreement by any Additional Titled Agent, no Additional
Titled Agent, in such capacity, has any rights, powers, liabilities, duties or responsibilities hereunder or under any of the other
Financing Documents. Without limiting the foregoing, no Additional Titled Agent shall have nor be deemed to have a fiduciary relationship
with any Lender. At any time that any Lender serving as an Additional Titled Agent shall have transferred to any other Person (other
than any Affiliates) all of its interests in the Loan, such Lender shall be deemed to have concurrently resigned as such Additional
Titled Agent.


 


Section
11.16       Amendments and Waivers.


 


(a)          No
provision of this Agreement or any other Financing Document may be materially amended, waived or otherwise modified unless such
amendment, waiver or other modification is in writing and is signed or otherwise approved by Borrowers, the Parent the Required
Lenders and any other Lender to the extent required under Section 11.16(b); provided, however, that Agent shall
be entitled, in its sole and absolute discretion, to provide its written consent to a proposed Swap Contract, in each case without
the consent of any other Lender.


 


(b)          In
addition to the required signatures under Section 11.16(a), no provision of this Agreement or any other Financing Document
may be amended, waived or otherwise modified unless such amendment, waiver or other modification is in writing and is signed or
otherwise approved by the following Persons:


 


(i)          if
any amendment, waiver or other modification would increase a Lender’s funding obligations in respect of any Loan, by such
Lender; and/or


 


(ii)         if
the rights or duties of Agent are affected thereby, by Agent;


 




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provided, however, that, in each
of (i) and (ii) above, no such amendment, waiver or other modification shall, unless signed or otherwise approved in writing by
all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any
Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Loan;
(B) postpone the date fixed for, or waive, any payment (other than any mandatory prepayment pursuant to Section 2.1(b)(ii))
of principal of any Loan, or of interest on any Loan (other than default interest) or any fees provided for hereunder (other than
late charges) or postpone the date of termination of any commitment of any Lender hereunder; (C) change the definition of
the term Required Lenders or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (D) release
all or substantially all of the Collateral, authorize any Credit Party Grantor to sell or otherwise dispose of all or substantially
all of the Collateral or release any Guarantor of all or any portion of the Obligations or its Guarantee obligations with respect
thereto, except, in each case with respect to this clause (D), as otherwise may be provided in this Agreement or the other
Financing Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify
this Section 11.16(b) or the definitions of the terms used in this Section 11.16(b) insofar as the definitions affect
the substance of this Section 11.16(b); (F) consent to the assignment, delegation or other transfer by any Credit Party
of any of its rights and obligations under any Financing Document or release any Borrower of its payment obligations under any
Financing Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted
pursuant to this Agreement; or (G) amend any of the provisions of Section 10.7 or amend any of the definitions Pro Rata
Share, Revolving Loan Commitment, Term Loan Commitment, Additional Term Loan Commitment, Revolving Loan Commitment Amount, Term
Loan Commitment Amount, Additional Term Loan Commitment Amount, Revolving Loan Commitment Percentage, Term Loan Commitment Percentage,
Additional Term Loan Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments,
setoffs or proceeds of Collateral hereunder. It is hereby understood and agreed that all Lenders shall be deemed directly affected
by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F) and (G) of the
preceding sentence.


 


Section
11.17       Assignments and Participations.


 


(a)          Assignments.


 


(i)          Any
Lender may at any time assign to one or more Eligible Assignees all or any portion of such Lender’s Loan together with all
related obligations of such Lender hereunder. Except as Agent may otherwise agree, the amount of any such assignment (determined
as of the date of the applicable Assignment Agreement or, if a “Trade Date” is specified in such Assignment Agreement,
as of such Trade Date) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the assignor’s entire interests
in the outstanding Loan; provided, however, that, in connection with simultaneous assignments to two or more related Approved
Funds, such Approved Funds shall be treated as one assignee for purposes of determining compliance with the minimum assignment
size referred to above. Borrowers, Parent and Agent shall be entitled to continue to deal solely and directly with such Lender
in connection with the interests so assigned to an Eligible Assignee until Agent shall have received and accepted an effective
Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to
be paid by the assigning Lender; provided, however, that only one processing fee shall be payable in connection with simultaneous
assignments to two or more related Approved Funds.


 


(ii)         From
and after the date on which the conditions described above have been met, (A) such Eligible Assignee shall be deemed automatically
to have become a party hereto and, to the extent of the interests assigned to such Eligible Assignee pursuant to such Assignment
Agreement, shall have the rights and obligations of a Lender hereunder, and (B) the assigning Lender, to the extent that rights
and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights and
obligations hereunder (other than those that survive termination pursuant to Section 12.1). Upon the request of the Eligible
Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, each Borrower and the Parent
shall execute and deliver to Agent for delivery to the Eligible Assignee (and, as applicable, the assigning Lender) Notes in the
aggregate principal amount of the Eligible Assignee’s Loan (and, as applicable, Notes in the principal amount of that portion
of the principal amount of the Loan retained by the assigning Lender). Upon receipt by the assigning Lender of such Note, the assigning
Lender shall return to Borrower Representative any prior Note held by it.


 




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(iii)        Agent,
acting solely for this purpose as an agent of Borrowers, shall maintain at the office of its servicer located in Bethesda, Maryland
a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Lender,
and the commitments of, and principal amount of the Loan owing to, such Lender pursuant to the terms hereof. The entries in such
register shall be conclusive, and Borrowers, Agent and Lenders may treat each Person whose name is recorded therein pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such register
shall be available for inspection by Borrowers and any Lender, at any reasonable time upon reasonable prior notice to Agent.


 


(iv)        Notwithstanding
the foregoing provisions of this Section 11.17(a) or any other provision of this Agreement, any Lender may at any time pledge
or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including
any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, however, 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.


 


(v)         Notwithstanding
the foregoing provisions of this Section 11.17(a) or any other provision of this Agreement, Agent has the right, but not the
obligation, to effectuate assignments of Loan via an electronic settlement system acceptable to Agent as designated in writing
from time to time to the Lenders by Agent (the “Settlement Service”). At any time when the Agent elects, in
its sole discretion, to implement such Settlement Service, each such assignment shall be effected by the assigning Lender and proposed
assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent with the
other provisions of this Section 11.17(a). Each assigning Lender and proposed Eligible Assignee shall comply with the requirements
of the Settlement Service in connection with effecting any assignment of Loan pursuant to the Settlement Service. With the prior
written approval of Agent, Agent’s approval of such Eligible Assignee shall be deemed to have been automatically granted
with respect to any transfer effected through the Settlement Service. Assignments and assumptions of the Loan shall be effected
by the provisions otherwise set forth herein until Agent notifies Lenders of the Settlement Service as set forth herein.


 




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(b)          Participations.
Any Lender may at any time, without the consent of, or notice to, any Borrower or Agent, sell to one or more Persons (other than
any Borrower or any Borrower’s Affiliates) participating interests in its Loan, commitments or other interests hereunder
(any such Person, a “Participant”). In the event of a sale by a Lender of a participating interest to a Participant,
(i) such Lender’s obligations hereunder shall remain unchanged for all purposes, (ii) Borrowers and Agent shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder,
and (iii) all amounts payable by each Borrower shall be determined as if such Lender had not sold such participation and shall
be paid directly to such Lender. Each Borrower agrees that if amounts outstanding under this Agreement are due and payable (as
a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating
interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly
to it as a Lender under this Agreement; provided, however, that such right of set-off shall be subject to the obligation
of each Participant to share with Lenders, and Lenders agree to share with each Participant, as provided in Section 11.5.


 


(c)          Replacement
of Lenders. Within thirty (30) days after: (i) receipt by Agent of notice and demand from any Lender for payment of additional
costs as provided in Section 2.8(d), which demand shall not have been revoked, (ii) any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.8(a), (iii) any
Lender is a Defaulted Lender, and the circumstances causing such status shall not have been cured or waived; or (iv) any failure
by any Lender to consent to a requested amendment, waiver or modification to any Financing Document in which Required Lenders have
already consented to such amendment, waiver or modification but the consent of each Lender, or each Lender affected thereby, is
required with respect thereto (each relevant Lender in the foregoing clauses (i) through (iv) being an “Affected Lender”)
each of Borrower Representative and Agent may, at its option, notify such Affected Lender and, in the case of Borrowers’
election, the Agent, of such Person’s intention to obtain, at Borrowers’ expense, a replacement Lender (“Replacement
Lender”) for such Lender, which Replacement Lender shall be an Eligible Assignee and, in the event the Replacement Lender
is to replace an Affected Lender described in the preceding clause (iv), such Replacement Lender consents to the requested
amendment, waiver or modification making the replaced Lender an Affected Lender. In the event Borrowers or Agent, as applicable,
obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender shall sell,
at par, and assign all of its Loan and funding commitments hereunder to such Replacement Lender in accordance with the procedures
set forth in Section 11.17(a); provided, however, that (A) Borrowers shall have reimbursed such Lender for its
increased costs and additional payments for which it is entitled to reimbursement under Section 2.8(a) or Section 2.8(d),
as applicable, of this Agreement through the date of such sale and assignment, and (B) Borrowers shall pay to Agent the $3,500
processing fee in respect of such assignment. In the event that a replaced Lender does not execute an Assignment Agreement pursuant
to Section 11.17(a) within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant
to this Section 11.17(c) and presentation to such replaced Lender of an Assignment Agreement evidencing an assignment pursuant
to this Section 11.17(c), such replaced Lender shall be deemed to have consented to the terms of such Assignment Agreement,
and any such Assignment Agreement executed by Agent, the Replacement Lender and, to the extent required pursuant to Section 11.17(a),
Borrowers, shall be effective for purposes of this Section 11.17(c) and Section 11.17(a). Upon any such assignment and
payment, such replaced Lender shall no longer constitute a “Lender” for purposes hereof, other than with respect
to such rights and obligations that survive termination as set forth in Section 12.1.


 




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(d)          Credit
Party Assignments. No Credit Party may assign, delegate or otherwise transfer any of its rights or other obligations hereunder
or under any other Financing Document without the prior written consent of Agent and each Lender.


 


Section
11.18       Funding and Settlement Provisions Applicable When Non-Funding
Lenders Exist.


 


So long as Agent has
not waived the conditions to the funding of Loans set forth in Section 7.2, any Lender may deliver a notice to Agent stating
that such Lender shall cease making Loans due to the non-satisfaction of one or more conditions to funding Loans set forth in Section 7.2
and specifying any such non-satisfied conditions. Any Lender delivering any such notice shall become a non-funding Lender (a “Non-Funding
Lender”) for purposes of this Agreement commencing on the Business Day following receipt by Agent of such notice, and
shall cease to be a Non-Funding Lender on the date on which such Lender has either revoked the effectiveness of such notice or
acknowledged in writing to each of Agent the satisfaction of the condition(s) specified in such notice, or Required Lenders waive
the conditions to the funding of such Loans giving rise to such notice by Non-Funding Lender. Each Non-Funding Lender shall remain
a Lender for purposes of this Agreement to the extent that such Non-Funding Lender has Revolving Loans Outstanding in excess of
$0, Term Loans outstanding in excess of $0 or Additional Term Loans outstanding in excess of $0; provided, however, that
during any period of time that any Non-Funding Lender exists, and notwithstanding any provision to the contrary set forth herein,
the following provisions shall apply:


 


(a)          For
purposes of determining the Pro Rata Share of each Revolving Lender under clause (c) of the definition of such term, each
Non-Funding Lender shall be deemed to have a Revolving Loan Commitment Amount, Term Loan Commitment Amount or Additional Term Loan
Commitment Amount as in effect immediately before such Lender became a Non-Funding Lender.


 


(b)          Except
as provided in clause (a) above, the Revolving Loan Commitment Amount, Term Loan Commitment Amount and Additional Term Loan
Commitment Amount of each Non-Funding Lender shall be deemed to be $0.


 


(c)          The
Revolving Loan Commitment at any date of determination during such period shall be deemed to be equal to the sum of (i) the
aggregate Revolving Loan Commitment Amounts of all Lenders, other than the Non-Funding Lenders as of such date plus (ii) the
aggregate Revolving Loan Outstandings of all Non-Funding Lenders as of such date.


 


(d)          The
Term Loan Commitment at any date of determination during such period shall be deemed to be equal to the sum of (i) the aggregate
Term Loan Commitment Amounts of all Lenders, other than the Non-Funding Lenders as of such date plus (ii) the aggregate principal
amount outstanding under the Term Loans of all Non-Funding Lenders as of such date.


 


(e)          The
Additional Term Loan Commitment at any date of determination during such period shall be deemed to be equal to the sum of (i) the
aggregate Additional Term Loan Commitment Amounts of all Lenders, other than the Non-Funding Lenders as of such date plus (ii) the
aggregate principal amount outstanding under the Additional Term Loans of all Non-Funding Lenders as of such date.


 




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(f)          Agent
shall have no right to make or disburse Revolving Loans for the account of any Non-Funding Lender pursuant to Section 2.1(b)(i)
to pay interest, fees, expenses and other charges of any Credit Party.


 


(g)          [Reserved].


 


(h)          To
the extent that Agent applies proceeds of Collateral or other payments received by Agent to repayment of Revolving Loans pursuant
to Section 10.7, such payments and proceeds shall be applied first in respect of Revolving Loans made at the time any Non-Funding
Lenders exist, and second in respect of all other outstanding Revolving Loans.


 


Section
11.19       Buy-Out Upon Refinancing.


 


MCF shall have the
right to purchase from the other Lenders all of their respective interests in the Loan at par in connection with any refinancing
of the Loan upon one or more new economic terms, but which refinancing is structured as an amendment and restatement of the Loan
rather than a payoff of the Loan.


 


Section
11.20       Definitions.


 


As used in this Article 11,
the following terms have the following meanings:


 


“Approved
Fund” means any (a) investment company, fund, trust, securitization vehicle or conduit 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 Business, or (b) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity
described in the preceding clause (a) and that, with respect to each of the preceding clauses (a) and (b), is administered
or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) a Person (other than a natural person) or an
Affiliate of a Person (other than a natural person) that administers or manages a Lender.


 


“Assignment
Agreement” means an assignment agreement in form and substance acceptable to Agent.


 


“Defaulted
Lender” means, so long as such failure shall remain in existence and uncured, any Lender which shall have failed to make
any Loan or other credit accommodation, disbursement, settlement or reimbursement required pursuant to the terms of any Financing
Document.


 


“Eligible
Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other
Person (other than a natural person) approved by Agent; provided, however, that notwithstanding the foregoing, (x) ”Eligible
Assignee” shall not include any Borrower or any of a Borrower’s Affiliates, and (y) no proposed assignee intending
to assume all or any portion of the Revolving Loan Commitment or any unfunded portion of the Term Loan Commitment or any unfunded
portion of the Additional Term Loan Commitment shall be an Eligible Assignee unless such proposed assignee either already holds
a portion of such Revolving Loan Commitment, Term Loan Commitment or Additional Term Loan Commitment, or has been approved as an
Eligible Assignee by Agent.


 




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“Federal Funds
Rate” means, for any day, the rate of interest per annum (rounded upwards, if necessary, to the nearest whole multiple
of 1/100 of 1%) 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, however, 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, and (b) if no such rate is so published
on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Agent on such day
on such transactions as determined by Agent.


 


ARTICLE
12 - MISCELLANEOUS


 


Section
12.1         Survival.


 


All agreements, representations
and warranties made herein and in every other Financing Document shall survive the execution and delivery of this Agreement and
the other Financing Documents and the other Operative Documents. The provisions of Section 2.9 and Articles 11 and 12 shall
survive the payment of the Obligations (both with respect to any Lender and all Lenders collectively) and any termination of this
Agreement and any judgment with respect to any Obligations, including any final foreclosure judgment with respect to any Security
Document, and no unpaid or unperformed, current or future, Obligations will merge into any such judgment.


 


Section
12.2         No Waivers.


 


No failure or delay
by Agent or any Lender in exercising any right, power or privilege under any Financing Document shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein and therein provided shall be cumulative and not exclusive of any rights or
remedies provided by law. Any reference in any Financing Document to the “continuing” nature of any Event of Default
shall not be construed as establishing or otherwise indicating that any Borrower or any other Credit Party has the independent
right to cure any such Event of Default, but is rather presented merely for convenience should such Event of Default be waived
in accordance with the terms of the applicable Financing Documents.


 




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Section
12.3         Notices.


 


(a)          All
notices, requests and other communications to any party hereunder shall be in writing (including prepaid overnight courier, facsimile
transmission or similar writing) and shall be given to such party at its address, facsimile number or e-mail address set forth
on the signature pages hereof (or, in the case of any such Lender who becomes a Lender after the date hereof, in an assignment
agreement or in a notice delivered to Borrower Representative and Agent by the assignee Lender forthwith upon such assignment)
or at such other address, facsimile number or e-mail address as such party may hereafter specify for the purpose by notice to Agent
and Borrower Representative; provided, however, that notices, requests or other communications shall be permitted by electronic
means only in accordance with the provisions of Section 12.3(b) and (c). Each such notice, request or other communication
shall be effective (i) if given by facsimile, when such notice is transmitted to the facsimile number specified by this Section and
the sender receives a confirmation of transmission from the sending facsimile machine, or (ii) if given by mail, prepaid overnight
courier or any other means, when received or when receipt is refused at the applicable address specified by this Section 12.3(a).


 


(b)          Notices
and other communications to the parties hereto may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved from time to time by Agent, provided, however, that the foregoing
shall not apply to notices sent directly to any Lender if such Lender has notified the Agent that it is incapable of receiving
notices by electronic communication. The Agent or Borrower Representative may, in their discretion, agree to accept notices and
other communications to them hereunder by electronic communications pursuant to procedures approved by it, provided, however,
that approval of such procedures may be limited to particular notices or communications.


 


(c)          Unless
the 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 acknowledgment from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgment), 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, however, that if any such notice or other communication is not sent or posted during normal business hours,
such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day.


 


Section
12.4         Severability.


 


In case any provision
of or obligation under this Agreement or any other Financing Document shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any
other jurisdiction, shall not in any way be affected or impaired thereby.


 


Section
12.5         Headings.


 


Headings and captions
used in the Financing Documents (including the Exhibits, Schedules and Annexes hereto and thereto) are included for convenience
of reference only and shall not be given any substantive effect.


 


Section
12.6         Confidentiality.


 


(a)          [Reserved]


 




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(b)          The
Agent and each Lender acknowledge that US securities laws prohibit any Person who has received from an issuer any material, non-public
information from purchasing or selling securities of such issuer or from communicating such information to any other Person under
circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities. As a result
of the Borrowers’ providing certain of the financial information required by this Agreement to the Agent and the Lenders,
the Agent and the Lenders may be in possession of material, non-public information pertaining to the Borrowers. Accordingly, the
Agent and each Lender agree not to (i) communicate any of such information to any other Person under circumstances in which it
is reasonably foreseeable that such Person is likely to purchase or sell any of the Parent’s securities and (ii) purchase
or sell any of the Parent’s securities unless and until such information has been publicly disclosed by the Parent.


 


(c)          In
addition to the obligation set forth in Section 12.6(b), Agent and each Lender shall hold all non-public information regarding
the Credit Parties and their respective businesses identified as such by Borrowers and obtained by Agent or any Lender pursuant
to the requirements hereof in accordance with such Person’s customary procedures for handling information of such nature,
except that disclosure of such information may be made (i) to their respective agents, employees, Subsidiaries, Affiliates,
attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services,
provided, however, that any such Persons are bound by obligations of confidentiality, (ii) to prospective transferees
or purchasers of any interest in the Loans, the Agent or a Lender, provided, however,
that any such Persons are bound by obligations of confidentiality, (iii) as required by Law, subpoena, judicial order or similar
order and in connection with any litigation, (iv) as may be required in connection with the examination, audit or similar
investigation of such Person, and (v) to a Person that is a trustee, investment advisor, collateral manager, servicer, noteholder
or secured party in a Securitization (as hereinafter defined) in connection with the administration, servicing and reporting on
the assets serving as collateral for such Securitization. For the purposes of this Section, “Securitization”
shall mean (A) the pledge of the Loans as collateral security for loans to a Lender, or (B) a public or private offering
by a Lender or any of its Affiliates or their respective successors and assigns, of securities which represent an interest in,
or which are collateralized, in whole or in part, by the Loans. Confidential information shall not include information that either:
(y) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such
Person, or (z) is disclosed to such Person by a Person other than a Credit Party, provided, however, Agent does
not have actual knowledge that such Person is prohibited from disclosing such information. The obligations of Agent and Lenders
under this Section 12.6 shall supersede and replace the obligations of Agent and Lenders under any confidentiality agreement
in respect of this financing executed and delivered by Agent or any Lender prior to the date hereof.


 


Section
12.7         Waiver of Consequential and Other Damages.


 


To the fullest extent
permitted by applicable law, neither any Borrower nor Parent shall assert, and each of the Borrowers and Parent hereby waives,
any claim against any Indemnitee (as defined below), 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
Financing Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby,
any Loan or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed by it through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Financing Documents or the transactions contemplated hereby or thereby.


 




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Section
12.8         GOVERNING LAW; SUBMISSION TO JURISDICTION.


 


(a)          THIS
AGREEMENT, EACH NOTE AND EACH OTHER FINANCING DOCUMENT, AND ALL DISPUTES AND OTHER MATTERS RELATING HERETO OR THERETO OR ARISING
THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


 


(b)          EACH
OF THE BORROWERS AND PARENT HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF MONTGOMERY,
STATE OF MARYLAND AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE BORROWERS AND PARENT
EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH
OF THE BORROWERS AND PARENT HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY
BE MADE UPON SUCH BORROWER BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH BORROWER AT THE ADDRESS
SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.


 


(c)          Each
Borrower, Parent, Agent and each Lender agree that each Loan (including those made on the Closing Date) shall be deemed to be made
in, and the transactions contemplated hereunder and in any other Financing Document shall be deemed to have been performed in,
the State of Maryland.


 


Section
12.9         WAIVER OF JURY TRIAL.


 


EACH BORROWER, PARENT,
AGENT AND EACH OF THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH BORROWER, PARENT, AGENT AND EACH LENDER ACKNOWLEDGES THAT THIS WAIVER
IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT
AND THE OTHER FINANCING DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH BORROWER,
PARENT, AGENT AND EACH LENDER WARRANTS AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL
COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.


 




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Section
12.10       Publication; Advertisement.


 


(a)          Publication.
No Credit Party will directly or indirectly publish, disclose or otherwise use in any public disclosure, advertising material,
promotional material, press release or interview, any reference to the name, logo or any trademark of MCF or any of its Affiliates
or any reference to this Agreement or the financing evidenced hereby, in any case except (i) as required by Law, subpoena
or judicial or similar order, in which case the applicable Credit Party shall give Agent prior written notice of such publication
or other disclosure, or (ii) with MCF’s prior written consent.


 


(b)          Advertisement.
Each Lender and each Credit Party hereby authorizes MCF to publish the name of such Lender and Credit Party, the existence of the
financing arrangements referenced under this Agreement, the primary purpose and/or structure of those arrangements, the amount
of credit extended under each facility, the title and role of each party to this Agreement, and the total amount of the financing
evidenced hereby in any “tombstone”, comparable advertisement or press release which MCF elects to submit for publication.
In addition, each Lender and each Credit Party agrees that MCF may provide lending industry trade organizations with information
necessary and customary for inclusion in league table measurements after the Closing Date. With respect to any of the foregoing,
MCF shall provide Borrowers with an opportunity to review and confer with MCF regarding the contents of any such tombstone, advertisement
or information, as applicable, prior to its submission for publication and, following such review period, MCF may, from time to
time, publish such information in any media form desired by MCF, until such time that Borrowers shall have requested MCF cease
any such further publication.


 


Section
12.11       Counterparts; Integration.


 


This Agreement and
the other Financing Documents may be signed in any number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. Signatures by facsimile or by electronic mail delivery of
an electronic version of any executed signature page shall bind the parties hereto. This Agreement and the other Financing Documents
constitute the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.


 


Section
12.12       No Strict Construction.


 


The parties hereto
have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.


 




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Section
12.13       Lender Approvals.


 


Unless expressly provided
herein to the contrary, any approval, consent, waiver or satisfaction of Agent or Lenders with respect to any matter that is the
subject of this Agreement, the other Financing Documents may be granted or withheld by Agent and Lenders in their sole and absolute
discretion and credit judgment.


 


Section
12.14       Expenses; Indemnity.


 


(a)          Borrowers
and Parent hereby agree to promptly pay (i) all costs and expenses of Agent (including, without limitation, the fees, costs
and expenses of counsel to, and independent appraisers and consultants retained by Agent) in connection with the examination, review,
due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated by the Financing
Documents, in connection with the performance by Agent of its rights and remedies under the Financing Documents and in connection
with the continued administration of the Financing Documents including (A) any amendments, modifications, consents and waivers
to and/or under any and all Financing Documents, and (B) any periodic public record searches conducted by or at the request
of Agent (including, without limitation, title investigations, UCC searches, fixture filing searches, judgment, pending litigation
and tax lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued
existence, organization and good standing of certain Persons); (ii) without limitation of the preceding clause (i), all
costs and expenses of Agent in connection with the creation, perfection and maintenance of Liens pursuant to the Financing Documents;
(iii) without limitation of the preceding clause (i), all costs and expenses of Agent in connection with (A) protecting,
storing, insuring, handling, maintaining or selling any Collateral, (B) any litigation, dispute, suit or proceeding relating
to any Financing Document, and (C) any workout, collection, bankruptcy, insolvency and other enforcement proceedings under
any and all of the Financing Documents; (iv) without limitation of the preceding clause (i), all costs and expenses of
Agent in connection with Agent’s reservation of funds in anticipation of the funding of the initial Loans to be made hereunder;
and (v) all costs and expenses incurred by Lenders in connection with any litigation, dispute, suit or proceeding relating
to any Financing Document and in connection with any workout, collection, bankruptcy, insolvency and other enforcement proceedings
under any and all Financing Documents, whether or not Agent or Lenders are a party thereto. If Agent or any Lender uses
in-house counsel for any of these purposes, Borrowers and Parent further agree that the Obligations include reasonable charges
for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Agent or such Lender
for the work performed.


 




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(b)          Each
of the Borrowers and Parent hereby agrees to indemnify, pay and hold harmless Agent and Lenders and the officers, directors, employees,
trustees, agents, investment advisors and investment managers, collateral managers, servicers, and counsel of Agent and Lenders
(collectively called the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the
fees and disbursements of counsel for such Indemnitee) in connection with any investigative, response, remedial, administrative
or judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto and including any such proceeding
initiated by or on behalf of a Credit Party, and the reasonable expenses of investigation by engineers, environmental consultants
and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by
Agent or Lenders) asserting any right to payment for the transactions contemplated hereby, which may be imposed on, incurred by
or asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the other Operative
Documents (including (i)(A) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage,
discharge, emission or release from, any property now or previously owned, leased or operated by Borrower, Parent, any Subsidiary
or any other Person of any Hazardous Materials, (B) arising out of or relating to the offsite disposal of any materials generated
or present on any such property, or (C) arising out of or resulting from the environmental condition of any such property
or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or in part
by any condition, accident or event caused by any act or omission of Borrower, Parent or any Subsidiary, and (ii) proposed
and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Loans, except that Borrower
and Parent shall have no obligation hereunder to an Indemnitee with respect to any liability resulting from the gross negligence
or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction.
To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, Borrower and Parent shall
contribute the maximum portion which it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of
all such indemnified liabilities incurred by the Indemnitees or any of them.


 


(c)          Notwithstanding
any contrary provision in this Agreement, the obligations of Borrowers and Parent under this Section 12.14 shall survive the
payment in full of the Obligations and the termination of this Agreement. NO INDEMNITEE SHALL BE RESPONSIBLE OR LIABLE TO THE BORROWERS,
PARENT OR TO ANY OTHER PARTY TO ANY FINANCING DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON
ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED
AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT OR AS
A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.


 




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Section
12.15       Confession of Judgment.


 


UPON THE OCCURRENCE
OF AN EVENT OF DEFAULT, EACH OF THE BORROWERS AND PARENT AUTHORIZES ANY ATTORNEY ADMITTED TO PRACTICE BEFORE ANY COURT OF RECORD
IN THE UNITED STATES OR THE CLERK OF SUCH COURT TO APPEAR ON BEHALF OF SUCH BORROWER AND PARENT, AS APPLICABLE, IN ANY COURT IN
ONE OR MORE PROCEEDINGS, OR BEFORE ANY CLERK THEREOF OR PROTHONOTARY OR OTHER COURT OFFICIAL, AND TO CONFESS JUDGMENT AGAINST BORROWER
AND PARENT, AS APPLICABLE, IN FAVOR OF AGENT (FOR THE BENEFIT OF ALL LENDERS) IN THE FULL AMOUNT DUE ON THIS AGREEMENT (INCLUDING
PRINCIPAL, ACCRUED INTEREST AND ANY AND ALL CHARGES, FEES AND COSTS) PLUS ATTORNEYS’ FEES EQUAL TO FIFTEEN PERCENT
(15%) OF THE AMOUNT DUE (EXCEPT THAT AGENT SHALL NOT SEEK TO COLLECT AN AMOUNT IN EXCESS OF ITS ACTUAL ATTORNEYS’ FEES),
PLUS COURT COSTS, ALL WITHOUT PRIOR NOTICE OR OPPORTUNITY OF SUCH BORROWER AND PARENT, AS APPLICABLE, FOR PRIOR HEARING.
EACH OF THE BORROWERS AND PARENT AGREES AND CONSENTS THAT VENUE AND JURISDICTION SHALL BE PROPER IN THE CIRCUIT COURT OF MONTGOMERY
COUNTY OF THE STATE OF MARYLAND, OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND. THE AUTHORITY AND POWER TO
APPEAR FOR AND ENTER JUDGMENT AGAINST A BORROWER OR PARENT, AS APPLICABLE, SHALL NOT BE EXHAUSTED BY ONE OR MORE EXERCISES THEREOF,
OR BY ANY IMPERFECT EXERCISE THEREOF, AND SHALL NOT BE EXTINGUISHED BY ANY JUDGMENT ENTERED PURSUANT THERETO; SUCH AUTHORITY AND
POWER MAY BE EXERCISED ON ONE OR MORE OCCASIONS FROM TIME TO TIME, IN THE SAME OR DIFFERENT JURISDICTIONS, AS OFTEN AS AGENT SHALL
DEEM NECESSARY, CONVENIENT, OR PROPER.


 


Section
12.16       Reinstatement.


 


This Agreement shall
remain in full force and effect and continue to be effective should any petition or other proceeding be filed by or against any
Credit Party for liquidation or reorganization, should any Credit Party become insolvent or make an assignment for the benefit
of any creditor or creditors or should an interim receiver, receiver, receiver and manager or trustee be appointed for all or any
significant part of any Credit Party’s assets, and shall continue to be effective or to be reinstated, as the case may be,
if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced
in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a fraudulent preference reviewable
transaction or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.


 


Section
12.17       Successors and Assigns.


 


This Agreement shall
be binding upon and inure to the benefit of Borrowers, Parent and Agent and each Lender and their respective successors and permitted
assigns.


 


Section
12.18       USA PATRIOT Act Notification.


 


Agent (for itself and
not on behalf of any Lender) and each Lender hereby notifies Borrowers and Parent that pursuant to the requirements of the USA
PATRIOT Act, it is required to obtain, verify and record certain information and documentation that identifies Borrowers and Parent,
which information includes the name and address of Borrowers and Parent and such other information that will allow Agent or such
Lender, as applicable, to identify Borrowers and Parent in accordance with the USA PATRIOT Act.


 




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[SIGNATURES APPEAR ON FOLLOWING PAGES]


 




    	106



    	 



    

 


(Signature Page to Credit and Security
Agreement)


 


IN WITNESS WHEREOF,
intending to be legally bound, and intending that this Agreement constitute an agreement executed under seal, each of the parties
have caused this Agreement to be executed under seal the day and year first above mentioned.


 


	
         

        BORROWER

        REPRESENTATIVE:
	
        MONROE STAFFING SERVICES, LLC, a Delaware
        limited liability company

         

	 	 
	 	 
	 	By:	/s/ Jeff R. Mitchell	(Seal)
	 	Name: Jeff R. Mitchell
	 	
        Title: Treasurer

         

	 	Address:
	 	641 Lexington Ave
	 	15th Floor
	 	New York, NY 10022
	 	Attn: Jeff R. Mitchell
	 	Facsimile:
	 	E-Mail: jeff@staffing360solutions.com


 





	OTHER BORROWER:	 
	 	PEOPLESERVE, INC., a Massachusetts corporation
	 	 	 
	 	By:	/s/ Jeff R. Mitchell	(Seal)
	 	Name:	Jeff R. Mitchell
	 	Title:	Secretary and Treasurer
	 	 
	PARENT:	STAFFING 360 SOLUTIONS, INC., a Nevada corporation
	 	 	 
	 	By:	/s/ Jeff R. Mitchell	(Seal)
	 	Name:	Jeff R. Mitchell
	 	Title:	Chief Financial Officer







  




    	 



    	 



    

 


(Signature Page to Credit and Security
Agreement)


 


	AGENT:	MIDCAP FINANCIAL TRUST
	 	 
	 	By:	Apollo Capital Management, L.P.,
	 	 	its investment manager
	 	 	 
	 	By:	Apollo Capital Management GP, LLC,
	 	 	its general partner
	 	 	 
	 	 	By:	/s/ Maurice Amsellem
	 	 	Name:	Maurice Amsellem
	 	 	Title:	Authorized Signatory


 


	 	Address:
	 	 
	 	c/o MidCap Financial Services, LLC, as servicer
	 	7255 Woodmont Avenue, Suite 200
	 	Bethesda, Maryland 20814
	 	Attn: Account Manager for Staffing 360 transaction
	 	Facsimile: 301-941-1450
	 	 
	 	Copying, for notice purposes only:
	 	 
	 	c/o MidCap Financial Services, LLC, as servicer
	 	7255 Woodmont Avenue, Suite 200
	 	Bethesda, Maryland 20814
	 	Attn: General Counsel
	 	Facsimile: 301-941-1450


 


	Payment Account Designation	 
	Bank Name and Address:	 
	Wells Fargo Bank	
         

        

	R3076-03E	 
	1753 Pinnacle Drive	 
	McLean, VA  22102	 
	 	Account Name and Address:
	ABA/ Routing Number:	MIDCAP FUNDING X TRUST- Collections
	121000248	7255 Woodmont Avenue
	Swift Code:	Suite 200
	WFBIUS6S	Bethesda, MD  20814
	 	Account Number:
	 	4509127528


 




    	 



    	 



    

 


(Signature Page to Credit and Security
Agreement)


 


	LENDER:	MIDCAP FINANCIAL TRUST
	 	 	 
	 	By:	Apollo Capital Management, L.P.,
	 	 	its investment manager
	 	 	 
	 	By:	Apollo Capital Management GP, LLC,
	 	 	its general partner
	 	 	 	 
	 	 	By:	/s/ Maurice Amsellem
	 	 	Name:	Maurice Amsellem
	 	 	Title:	Authorized Signatory


 


	 	Address:
	 	 
	 	c/o MidCap Financial Services, LLC, as servicer
	 	7255 Woodmont Avenue, Suite 200
	 	Bethesda, Maryland 20814
	 	Attn: Account Manager for Staffing 360 transaction
	 	Facsimile: 301-941-1450