CREDIT AGREEMENT	 
	

 by and among	 
			
	 	WELLS FARGO GAMING CAPITAL, LLC,	 
	 	 	 
	 	as Administrative Agent,	 
	 	 	 
	 	THE LENDERS THAT ARE PARTIES HERETO	 
	 	 	 
	 	as the Lenders,	 
	 	 	 
	 	NEVADA GOLD & CASINOS, INC.,	 
	 	as Parent, and	 
	 	 	 
	 	A.G. TRUCANO, SON & GRANDSONS, INC.,	 
	 	 	 
	 	as Borrower	 
	 	 	 
	 	Dated as of  June 27, 2012	 







 


	 


  



    	 



    	 



    

  


	1.	DEFINITIONS AND CONSTRUCTION	1
	 	 	 
	 	1.1	Definitions	1
	 	1.2	Accounting Terms	1
	 	1.3	Code	1
	 	1.4	Construction	2
	 	1.5	Time References	2
	 	1.6	Schedules and Exhibits	2
	 	 	 	 
	2.	REVOLVING LOANS AND TERMS OF PAYMENT	2
	 	 	 
	 	2.1	Revolving Loans	2
	 	2.2	Procedures for Borrowing Revolving Loans	2
	 	2.3	Protective Advances; Notation; Independent Obligations; Defaulting Lenders	3
	 	2.4	Payments; Reductions of Commitments; Prepayments	4
	 	2.5	Promise to Pay; Promissory Notes	6
	 	2.6	Interest Rates:  Rates, Payments, and Calculations	7
	 	2.7	Crediting Payments	8
	 	2.8	Designated Account	8
	 	2.9	Maintenance of Loan Account; Statements of Obligations	8
	 	2.10	Fees	8
	 	2.11	Intentionally Omitted	8
	 	2.12	Intentionally Omitted	8
	 	2.13	Capital Requirements	8
	 	 	 	 
	3.	CONDITIONS; TERM OF AGREEMENT	10
	 	 	 
	 	3.1	Conditions Precedent to the Initial Extension of Credit	10
	 	3.2	Conditions Precedent to all Extensions of Credit	10
	 	3.3	Maturity	10
	 	3.4	Effect of Maturity	10
	 	3.5	Early Termination by Borrower	10
	 	 	 	 
	4.	REPRESENTATIONS AND WARRANTIES	11
	 	 	 
	 	4.1	Due Organization and Qualification; Subsidiaries	11
	 	4.2	Due Authorization; No Conflict	11
	 	4.3	Governmental Consents	12
	 	4.4	Binding Obligations; Perfected Liens	12
	 	4.5	Title to Assets; No Encumbrances	12
	 	4.6	Litigation	12
	 	4.7	Compliance with Laws	13
	 	4.8	No Material Adverse Effect	13
	 	4.9	Solvency	13
	 	4.10	Employee Benefits	13
	 	4.11	Environmental Condition	13
	 	4.12	Complete Disclosure	14
	 	4.13	Patriot Act	14
	 	4.14	Indebtedness	14
	 	4.15	Payment of Taxes	14
	 	4.16	Margin Stock	14
	 	4.17	Governmental Regulation	14
	 	4.18	OFAC	15
	 	4.19	Employee and Labor Matters	15
	 	4.20	Intentionally Omitted	15
	 	4.21	Intentionally Omitted.	15
	 	4.22	Intentionally Omitted.	15



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	 	4.23	Leases	15
	 	4.24	Intentionally Omitted.	15
	 	4.25	Licenses and Permits	15
	 	 	 	 
	5.	AFFIRMATIVE COVENANTS	16
	 	 	 
	 	5.1	Financial Statements, Reports, Certificates	16
	 	5.2	Reporting	16
	 	5.3	Existence	16
	 	5.4	Maintenance of Properties	16
	 	5.5	Taxes	16
	 	5.6	Insurance	17
	 	5.7	Inspection	17
	 	5.8	Compliance with Laws	17
	 	5.9	Environmental	17
	 	5.10	Disclosure Updates	18
	 	5.11	Formation of Subsidiaries	18
	 	5.12	Further Assurances	19
	 	5.13	Lender Meetings	19
	 	5.14	Governmental Authorization	19
	 	5.15	License Renewals	19
	 	5.16	Licenses and Permits	19
	 	 	 	 
	6.	NEGATIVE COVENANTS	20
	 	 	 
	 	6.1	Indebtedness	20
	 	6.2	Liens	20
	 	6.3	Restrictions on Fundamental Changes	20
	 	6.4	Disposal of Assets	21
	 	6.5	Nature of Business	21
	 	6.6	Prepayments and Amendments	21
	 	6.7	Restricted Payments	21
	 	6.8	Accounting Methods	21
	 	6.9	Investments	21
	 	6.10	Transactions with Affiliates	21
	 	6.11	Use of Proceeds	22
	 	6.12	Limitation on Issuance of Equity Interests	22
	 	6.13	Intentionally Omitted	22
	 	6.14	Intentionally Omitted.	22
	 	 	 	 
	7.	INTENTIONALLY OMITTED	22
	 	 	 
	8.	EVENTS OF DEFAULT	22
	 	 	 
	 	8.1	Payments	22
	 	8.2	Covenants	23
	 	8.3	Judgments	23
	 	8.4	Voluntary Bankruptcy, etc	23
	 	8.5	Involuntary Bankruptcy, etc	23
	 	8.6	Default Under Other Agreements	23
	 	8.7	Representations, etc	23
	 	8.8	Guaranty	24
	 	8.9	Security Documents	24
	 	8.10	Loan Documents	24
	 	8.11	Change of Control	24
	 	8.12	Licenses and Permits	24



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	9.	RIGHTS AND REMEDIES	24
	 	 	 
	 	9.1	Rights and Remedies	24
	 	9.2	Remedies Cumulative	25
	 	 	 	 
	10.	WAIVERS; INDEMNIFICATION	25
	 	 	 
	 	10.1	Demand; Protest; etc	25
	 	10.2	The Lender Group’s Liability for Collateral	25
	 	10.3	Indemnification	25
	 	 	 	 
	11.	NOTICES	26
	 	 	 
	12.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION	27
	 	 	 
	13.	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS	29
	 	 	 
	 	13.1	Assignments and Participations	29
	 	13.2	Successors	32
	 	 	 	 
	14.	AMENDMENTS; WAIVERS	33
	 	 	 
	 	14.1	Amendments and Waivers	33
	 	14.2	Replacement of Certain Lenders	34
	 	14.3	No Waivers; Cumulative Remedies	34
	 	 	 	 
	15.	AGENT; THE LENDER GROUP	36
	 	 	 
	 	15.1	Appointment and Authorization of Agent	35
	 	15.2	Delegation of Duties	35
	 	15.3	Liability of Agent	35
	 	15.4	Reliance by Agent	35
	 	15.5	Notice of Default or Event of Default	36
	 	15.6	Credit Decision	36
	 	15.7	Costs and Expenses; Indemnification	37
	 	15.8	Agent in Individual Capacity	37
	 	15.9	Successor Agent	37
	 	15.10	Lender in Individual Capacity	38
	 	15.11	Collateral Matters	38
	 	15.12	Restrictions on Actions by Lenders; Sharing of Payments	39
	 	15.13	Agency for Perfection	40
	 	15.14	Payments by Agent to the Lenders	40
	 	15.15	Concerning the Collateral and Related Loan Documents	40
	 	15.16	Financial Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information	40
	 	15.17	Several Obligations; No Liability	41
	 	 	 	 
	16.	WITHHOLDING TAXES	41
	 	 	 
	 	16.1	Payments. All payments made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense	41
	 	16.2	Exemptions	42
	 	16.3	Reductions	43
	 	16.4	Refunds	43
	 	 	 	 
	17.	GENERAL PROVISIONS	43
	 	 	 
	 	17.1	Effectiveness	43
	 	17.2	Section Headings	43
	 	17.3	Interpretation	43
	 	17.4	Severability of Provisions	44


 



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	 	17.5	Bank Product Providers	44
	 	17.6	Debtor-Creditor Relationship	44
	 	17.7	Counterparts; Electronic Execution	44
	 	17.8	Revival and Reinstatement of Obligations	45
	 	17.9	Confidentiality	45
	 	17.10	Survival	46
	 	17.11	Patriot Act	46
	 	17.12	Integration	46
	 	17.13	Parent as Agent for Borrower	47


 


EXHIBITS AND SCHEDULES


 


	Exhibit A-1	Form of Assignment and Acceptance
	 	 
	Schedule A-1	Agent’s Account
	Schedule A-2	Authorized Persons
	Schedule C-1	Commitments
	Schedule D-1	Designated Account
	Schedule P-1	Permitted Investments
	Schedule P-2	Permitted Liens
	Schedule 3.1	Conditions Precedent
	Schedule 4.1(b)	Capitalization of Borrower
	Schedule 4.1(c)	Capitalization of Loan Parties and Their Subsidiaries
	Schedule 4.2(b)	Required Approvals and Consents
	Schedule 4.6(b)	Litigation
	Schedule 4.11	Environmental Matters
	Schedule 4.14	Permitted Indebtedness
	Schedule 4.25	Licenses and Permits
	Schedule 5.1	Financial Statements, Reports, Certificates
	Schedule 5.2	Collateral Reporting
	Schedule 6.5	Nature of Business


 



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CREDIT AGREEMENT


  


THIS CREDIT AGREEMENT
(this “Agreement”), is entered into as of June 27, 2012, by and among the lenders identified on the signature
pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”,
as that term is hereinafter further defined), WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, as
administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”),
NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Parent”), A.G. TRUCANO, SON & GRANDSONS,
INC., a South Dakota corporation (“Borrower”).


 


The parties agree as
follows:


 


1.          DEFINITIONS
AND CONSTRUCTION.


 


1.1           Definitions.
Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1.


 


1.2           Accounting
Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided,
that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting
Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies
Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such
notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will
negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with
the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible
to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed
to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred.
When used herein, the term “financial statements” shall include the notes and schedules thereto.


 


1.3           Code.
Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise
defined herein; provided, that to the extent that the Code is used to define any term herein and such term is defined differently
in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.


 



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1.4           Construction.
Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, the terms “includes” and “including” are not limiting,
and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.”
The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this
Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not
to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule,
and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other
Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications,
renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions
on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements
set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties. Any reference herein or in any other Loan Document to
the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately
available funds of (i) the principal amount of, and interest accrued with respect to, the Revolving Loans, (ii) all Lender Group
Expenses that have accrued regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder
or under any other Loan Document, (b) in the case of obligations with respect to Bank Products (other than Hedge Obligations),
providing Bank Product Collateralization, (c) the receipt by Agent of cash collateral in order to secure any other contingent Obligations
for which a claim or demand for payment has been made at such time or in respect of matters or circumstances known to Agent or
a Lender at the time that are reasonably expected to result in any loss, cost, damage or expense (including reasonable attorneys
fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such
contingent Obligations, (d) the payment or repayment in full in immediately available funds of all other Obligations (including
the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of
the other Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification
Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable
Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations
that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and
(f) the termination of all of the Commitments of the Lenders and any obligation of the Lender Group to provide additional credit
under the Loan Documents. Any reference herein to any Person shall be construed to include such Person’s successors and assigns.
Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.


 


1.5           Time
References. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all references
to time of day refer to Pacific standard time or Pacific daylight saving time, as in effect in Los Angeles, California on such
day. For purposes of the computation of a period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to and including”;
provided that, with respect to a computation of fees or interest payable to Agent or any Lender, such period shall in any
event consist of at least one full day.


 


1.6           Schedules
and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.


 


2.          REVOLVING
LOANS AND TERMS OF PAYMENT.


 


2.1           Revolving
Loans.


 


(a)          Subject
to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender agrees (severally, not jointly
or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrower in an amount at any one time
outstanding not to exceed the lesser of:


 


(i)          such
Lender’s Revolver Commitment at such time, or


 


(ii)         such
Lender’s Pro Rata Share of an amount equal to the Maximum Revolver Amount at such time.


 


(b)          Amounts
borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed
at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest
accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the
date on which they are declared due and payable pursuant to the terms of this Agreement.


 


2.2           Procedures
for Borrowing Revolving Loans.


 


(a)          Each
Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than 10:00
a.m. (i) on the Business Day that is one (1) Business Day prior to the requested Funding Date, specifying (A) the amount of such
Borrowing, and (B) the requested Funding Date (which shall be a Business Day); provided, that Agent may, in its sole discretion,
elect to accept as timely requests that are received later than 10:00 a.m. on the applicable Business Day. At Agent’s election,
in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request
by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within
twenty-four (24) hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not
affect the validity of the request.


 



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(b)          After
receipt of a request for a Borrowing pursuant to Section 2.2(a), Agent shall notify the Lenders by telecopy, telephone,
email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent on the Business Day that
is one (1) Business Day prior to the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the
Business Day that is one (1) Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s
Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later
than 10:00 a.m. on the Business Day that is the requested Funding Date. After Agent’s receipt of the proceeds of such Revolving
Loans from the Lenders, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring
immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that no Lender
shall have an obligation to make any Revolving Loan, if (i) one or more of the applicable conditions precedent set forth in Section
3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or
(ii) the requested Borrowing would exceed the Availability on such Funding Date.


 


2.3           Protective
Advances; Notation; Independent Obligations; Defaulting Lenders.


 


(a)          Any
contrary provision of this Agreement or any other Loan Document notwithstanding, at any time (i) after the occurrence and during
the continuance of a Default or an Event of Default, or (ii) that any of the other applicable conditions precedent set forth in
Section 3 are not satisfied, Agent hereby is authorized by Borrower and the Lenders, from time to time, in Agent’s
sole discretion, to make advances to, or for the benefit of, Borrower that Agent, in its Permitted Discretion, deems necessary
or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of
the Obligations (other than the Bank Product Obligations) (the advances described in this Section 2.3(a) shall be referred
to as “Protective Advances”).


 


(b)          Each
Protective Advance shall be deemed to constitute Obligations hereunder, except all payments on the Protective Advances shall be
payable to Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by Agent’s Liens,
constitute Obligations hereunder, and bear interest at the rate applicable to Revolving Loans. The provisions of this Section
2.3(a) and 2.3(b) are for the exclusive benefit of Agent and the Lenders and are not intended to benefit Borrower (or
any other Loan Party) in any way.


 


(c)          Agent,
as a non-fiduciary agent for Borrower, shall maintain a register showing the principal amount of the Revolving Loans owing to each
Lender and the Protective Advances owing to Agent, and such register shall, absent manifest error, conclusively be presumed to
be correct and accurate.


 


(d)          The
Revolving Loans shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that
(i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make its portion of the Revolving
Loans hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender
to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other
Lender from its obligations hereunder.


 



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(e)          Notwithstanding
the provisions of Section 2.4(b)(ii), Agent shall not be obligated to transfer to a Defaulting Lender any payments made
by Borrower to Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder
to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments
(i) first, to each Non-Defaulting Lender ratably in accordance with their Commitments (but, in each case, only to the extent that
such Defaulting Lender’s portion of a Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting
Lender), (ii) second, to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made
available to be re-advanced to or for the benefit of Borrower (upon the request of Borrower and subject to the conditions set forth
in Section 3.2) as if such Defaulting Lender had made its portion of Revolving Loans (or other funding obligations) hereunder,
and (iii) third, from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender in accordance
with tier (J) of Section 2.4(b)(ii). Subject to the foregoing, Agent may hold and, in its discretion, re-lend to Borrower
for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such
Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the
calculation of Pro Rata Share in connection therewith), such Defaulting Lender shall be deemed not to be a “Lender”
and such Lender’s Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any of the
matters governed by Section 14.1(a)(i) through (iii). The provisions of this Section 2.3(e) shall remain effective
with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, Agent, and
Borrower shall have waived, in writing, the application of this Section 2.3(e) to such Defaulting Lender, or (z) the date
on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts
owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides
adequate assurance of its ability to perform its future obligations hereunder. The operation of this Section 2.3(e) shall
not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting
Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its
duties and obligations hereunder to Agent or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender
to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement
and shall entitle Borrower, at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment
of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of such
a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver
a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed
and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than
Bank Product Obligations, but including all interest, fees, and other amounts that may be due and payable in respect thereof);
provided, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver
of any of the Lender Groups’ or Borrower’s rights or remedies against any such Defaulting Lender arising out of or
in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 2.3(g)
and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that
such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event
of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3(e)
shall control and govern.


 


2.4           Payments;
Reductions of Commitments; Prepayments.


 


(a)              Payments
by Borrower. 


 


(i)          Except
as otherwise expressly provided herein, all payments by Borrower shall be made to Agent’s Account for the account of the
Lender Group and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein. Any payment
received by Agent later than 1:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit
it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following
Business Day.


 



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(ii)         Unless
Agent receives notice from Borrower prior to the date on which any payment is due to the Lenders that Borrower will not make such
payment in full as and when required, Agent may assume that Borrower has made (or will make) such payment in full to Agent on such
date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute
to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrower do not make such
payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to
such Lender, together with interest thereon at (a) for the first three (3) days from and after the date such amount is distributed
to such Lender, the Base Rate, and (b) thereafter, the interest rate then applicable to Revolving Loans (inclusive of the Base
Rate Margin applicable thereto), for each day from the date such amount is distributed to such Lender until the date repaid.


 


(b)              Apportionment
and Application.


 


(i)          So
long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting
Lenders, all principal and interest payments received by Agent (other than principal and interests payments in respect of Protective
Advances, which shall be for Agent’s sole account) shall be apportioned ratably among the Lenders (according to the unpaid
principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received
by Agent (other than fees or expenses that are for Agent’s separate account) shall be apportioned ratably among the Lenders
having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All payments to be
made hereunder by Borrower shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent,
shall be applied, so long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect
to Defaulting Lenders, to reduce the balance of the Revolving Loans outstanding and, thereafter, to Borrower (to be wired to the
Designated Account) or such other Person entitled thereto under applicable law.


 


(ii)         At
any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting
Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows:


 


(A)         first,
to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents,
until paid in full,


 


(B)         second,
to pay any fees or premiums then due to Agent under the Loan Documents until paid in full,


 


(C)         third,
to pay interest due in respect of all Protective Advances until paid in full,


 


(D)         fourth,
to pay the principal of all Protective Advances until paid in full,


 


(E)         fifth,
ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders
under the Loan Documents, until paid in full,


 


(F)         sixth,
ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents until paid in full,


 


(G)         seventh,
to pay interest accrued in respect of the Revolving Loans until paid in full,


 


(H)         eighth,
ratably (i) ratably, to the Bank Product Providers based upon amounts then certified by the applicable Bank Product Provider to
Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Providers on account of Bank Product
Obligations, and (ii) to pay the outstanding principal balance of the Revolving Loans until the Revolving Loans are paid in full,


 


(I)         ninth,
to pay all other Obligations other than Obligations owing to Defaulting Lenders,


 



    	- 5 -



    	 



    

  


(J)         tenth,
ratably to pay any Obligations owed to Defaulting Lenders, and


 


(K)        eleventh,
to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.


 


(iii)        Agent
promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such
funds as it may be entitled to receive.


 


(iv)         For
purposes of Section 2.4(b)(ii), “paid in full” of a type of Obligation means payment in cash or immediately
available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of
any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the
foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.


 


(v)          In
the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in
this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and
construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict
that cannot be resolved as aforesaid, if the conflict relates to the provisions of Section 2.3(e) and this Section 2.4,
then the provisions of Section 2.3(e) shall control and govern, and if otherwise, then the terms and provisions of this
Section 2.4 shall control and govern.


 


(c)          Reduction
of Commitments. The Commitments shall terminate on the Maturity Date. Borrower may reduce the Commitments to an amount (which
may be zero) not less than the sum of (i) the Revolver Usage as of such date, plus (ii) the principal amount of all Revolving Loans
not yet made as to which a request has been given by Borrower under Section 2.2(a). Each such reduction shall be made by
providing not less than 10 Business Days prior written notice to Agent, and shall be irrevocable. Once reduced by Borrower pursuant
to this Section 2.4(c), the Commitments may not be increased. Each such reduction of the Commitments shall reduce the Commitments
of each Lender proportionately in accordance with its ratable share thereof.


 


(d)          Optional
Prepayments. Borrower may prepay the principal of any Revolving Loan at any time in whole or in part, without premium or penalty.


 


(e)          Mandatory
Prepayments. If, at any time, (i) the Revolver Usage on such date exceeds (ii) the Maximum Revolver Amount as of such date,
then Borrower shall immediately prepay the Revolving Loans in accordance with Section 2.4(f) in an amount equal to the amount
of such excess.


 


(f)          Application
of Payments. Each prepayment pursuant to Section 2.4(e) shall (i) so long as no Application Event shall have occurred
and be continuing, be applied to the outstanding principal amount of the Revolving Loans until paid in full, and (ii) if an
Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii).


 


2.5           Promise
to Pay; Promissory Notes. 


 


(a)          Borrower
agrees to pay the Lender Group Expenses on the earlier of (i) the first day of the month following the date on which the applicable
Lender Group Expenses were first incurred or (ii) the date on which demand therefor is made by Agent. Borrower promises to pay
all of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses))
in full on the Maturity Date or, if earlier, on the date on which the Obligations (other than the Bank Product Obligations) become
due and payable pursuant to the terms of this Agreement. Borrower agrees that its obligations contained in the first sentence of
this Section 2.5(a) shall survive payment or satisfaction in full of all other Obligations for a period of one (1) year
thereafter.


 



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(b)          Any
Lender may request that the portion of the Revolving Loans made by it be evidenced by a promissory note. In such event, Borrower
shall execute and deliver to such Lender a promissory note payable to the order of such Lender in a form furnished by Agent and
reasonably satisfactory to Borrower. Thereafter, the portion of the Revolving Loans evidenced by such promissory note and interest
thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named
therein.


 


2.6           Interest
Rates: Rates, Payments, and Calculations.


 


(a)          Interest
Rate. Except as provided in Section 2.6(c), all Obligations that have been charged to the Loan Account pursuant to the
terms hereof shall bear interest at a per annum rate equal to the Base Rate plus the Base Rate Margin.


 


(b)          Intentionally
Omitted. .


 


(c)          Default
Rate. Upon the occurrence and during the continuation of an Event of Default and at the election of Agent or the Required Lenders,
all Obligations that have been charged to the Loan Account pursuant to the terms hereof shall bear interest at a per annum
rate equal to four (4) percentage points above the per annum rate otherwise applicable thereunder.


 


(d)          Payment.
Except to the extent provided to the contrary in Section 2.10, (i) all interest and all fees payable hereunder or under
any of the other Loan Documents shall be due and payable, in arrears, on the first day of each month, and (ii) all costs and expenses
payable hereunder or under any of the other Loan Documents, and all Lender Group Expenses shall be due and payable on the earlier
of (A) the first day of the month following the date on which the applicable costs, expenses, or Lender Group Expenses were first
incurred, or (B) the date on which demand therefor is made by Agent. Borrower hereby authorizes Agent, from time to time without
prior notice to Borrower if Borrower does not pay any such amounts within three (3) Business Days of the due date thereof, to charge
to the Loan Account for (A) all interest accrued during the prior month on the Revolving Loans hereunder, (B) all audit, appraisal,
valuation, or other charges, costs, or fees payable hereunder pursuant to Section 2.10, (C) all other Lender Group Expenses,
and (D) all other payment obligations payable under any Loan Document or any Bank Product Agreement (including any amounts due
and payable to the Bank Product Providers in respect of Bank Products); provided, that such amounts shall be charged to
the Loan Account as of the day on which the item was first due and payable or incurred or accrued without regard to the applicable
delay and such amounts shall accrue interest from such original date. Without waiving any Event of Default for failure to make
any payment when due and payable, all amounts (including interest, fees, costs, expenses, Lender Group Expenses, or other amounts
payable hereunder or under any other Loan Document or under any Bank Product Agreement) charged to the Loan Account shall thereupon
constitute Revolving Loans hereunder and shall initially accrue interest at the rate then applicable to Revolving Loans.


 


(e)          Computation.
All interest and fees chargeable under the Loan Documents shall be computed on the basis of a three hundred sixty (360) day
year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue. In the event
the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and
immediately shall be increased or decreased by an amount equal to such change in the Base Rate.


 


(f)          Intent
to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any
other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction
shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend
legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, that, anything contained
herein to the contrary notwithstanding, if such rate or rates of interest or manner of payment exceeds the maximum allowable under
applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment
of such maximum amount as is allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received,
shall be applied to reduce the principal balance of the Obligations to the extent of such excess.


 



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2.7           Crediting
Payments. The receipt of any payment item by Agent shall not be required to be considered a payment on account unless such
payment item is a wire transfer of immediately available federal funds made to Agent’s Account or unless and until such payment
item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrower shall
be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein
notwithstanding, any payment item shall be deemed received by Agent only if it is received into Agent’s Account on a Business
Day on or before 1:30 p.m. If any payment item is received into Agent’s Account on a non-Business Day or after 1:30 p.m.
on a Business Day (unless Agent, in its sole discretion, elects to credit it on the date received), it shall be deemed to have
been received by Agent as of the opening of business on the immediately following Business Day.


 


2.8           Designated
Account. Agent is authorized to make the Revolving Loans under this Agreement based upon telephonic or other instructions
received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to Section 2.6(d). Borrower
agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds
of the Revolving Loans.


 


2.9           Maintenance
of Loan Account; Statements of Obligations. Agent shall maintain an account on its books in the name of Borrower (the “Loan
Account”) on which Borrower will be charged with the Revolving Loans and any Protective Advances made by Agent to Borrower
or for Borrower’s account, and with all other payment Obligations hereunder or under the other Loan Documents, including,
accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.7, the Loan Account will be
credited with all payments received by Agent from Borrower or for Borrower’s account. Agent shall make available to Borrower
monthly statements regarding the Loan Account, including the outstanding principal amount of the Revolving Loans, interest accrued
hereunder, fees accrued or charged hereunder or under the other Loan Documents, and a summary itemization of all charges and expenses
constituting Lender Group Expenses accrued hereunder or under the other Loan Documents, and each such statement, absent manifest
error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrower and the Lender
Group unless, within 30 days after Agent first makes such a statement available to Borrower, Borrower shall deliver to Agent written
objection thereto describing the error or errors contained in such statement.


 


2.10         Fees.



 


(a)          Closing
Fee. Borrower shall pay to Agent, for the account of Agent, a closing fee of $25,000, which fee shall be due and payable in
full on the Closing Date.


 


(b)          Financial
Examination and Other Fees. Borrower shall pay to Agent financial examination, appraisal, and valuation fees and charges, as
and when incurred or chargeable, as follows (i) a fee of $750 per day, plus reasonable out-of-pocket expenses for each financial
examination of Borrower performed by personnel employed by Agent, and (ii) the customary fees or charges paid, incurred or charged
by Agent (but, in any event, no less than a charge of $750 per day, plus reasonable out-of-pocket expenses) if it elects to employ
the services of one or more third Persons to perform financial examinations of Parent or its Subsidiaries, to appraise the Collateral,
or any portion thereof, to perform quality of earnings analyses of Parent or its Subsidiaries, or to assess Parent’s or its
Subsidiaries' business valuation.


 


2.11         Intentionally
Omitted.


 


2.12         Intentionally
Omitted.


 


2.13         Capital
Requirements. 


 



    	- 8 -



    	 



    

  


(a)          If,
after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding
capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application
thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent
bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having
the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence
of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved
but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then
existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount
deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice,
Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined,
payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such
Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true
and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods.
Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such
Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant
to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of
such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation
therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation
or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof.


 


(b)          If
any Lender requests additional amounts under Section 2.13(a) (any such Lender, an “Affected Lender”),
then such Affected Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign
its rights and obligations hereunder to another of its offices or branches if (i) in the reasonable judgment of such Affected Lender,
such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.13(a) and (ii) in the reasonable
judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense
and would not otherwise be materially disadvantageous to it. Borrower agrees to pay all reasonable out-of-pocket costs and expenses
incurred by such Affected Lender in connection with any such designation or assignment. If, after such reasonable efforts, such
Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or
branches so as to eliminate Borrower’s obligation to pay any future amounts to such Affected Lender pursuant to Section
2.13(a) (without prejudice to any amounts then due to such Affected Lender under Section 2.13(a)) may seek a substitute
Lender reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s
Commitments hereunder (a “Replacement Lender”), and if such Replacement Lender agrees to such purchase, such
Affected Lender shall assign to the Replacement Lender its Obligations and Commitments, pursuant to an Assignment and Acceptance
Agreement, and upon such purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a “Lender”
for purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for purposes of this Agreement.


 


(c)          Notwithstanding
anything herein to the contrary, the issuance of any rules, regulations or directions under the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith after the
date of this Agreement shall be deemed to be a change in law, rule, regulation or guideline for purposes of Section 2.13
and the protection of Section 2.13 shall be available to each Lender regardless of any possible contention of the invalidity
or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed,
so long as it shall be customary for lenders affected thereby to comply therewith. Notwithstanding any other provision herein,
no Lender shall demand compensation pursuant to this Section 2.13 if it shall not at the time be the general policy or practice
of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if
any.


 



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3.          CONDITIONS;
TERM OF AGREEMENT.


 


3.1           Conditions
Precedent to the Initial Extension of Credit. The obligation of each Lender to make its initial Revolving Loans provided
for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent
set forth on Schedule 3.1 (the making of such initial Revolving Loans by a Lender being conclusively deemed to be its satisfaction
or waiver of the conditions precedent ).


 


3.2           Conditions
Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving
Loans hereunder (or to extend any other credit hereunder) at any time shall also be subject to the following conditions precedent:


 


(a)          the
representations and warranties of the Loan Parties contained in this Agreement or in the other Loan Documents shall be true and
correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties
that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as
though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date,
in which case such representations and warranties shall be true and correct in all material respects (except that such materiality
qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in
the text thereof) as of such earlier date); and


 


(b)          no
Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result
from the making thereof.


 


3.3           Maturity.
This Agreement shall continue in full force and effect for a term ending on the Maturity Date.


 


3.4           Effect
of Maturity. On the Maturity Date, all commitments of the Lender Group to provide additional credit hereunder shall automatically
be terminated and all of the Obligations immediately shall become due and payable without notice or demand and Borrower shall be
required to repay all of the Obligations in full. No termination of the obligations of the Lender Group (other than payment in
full of the Obligations) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under
any other Loan Document and Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in
effect until all Obligations have been paid in full. When all of the Obligations have been paid in full, Agent will, at Borrower’s
sole expense, execute and deliver any termination statements, lien releases, discharges of security interests, and other similar
discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, Agent’s
Liens and all notices of security interests and liens previously filed by Agent.


 


3.5           Early
Termination by Borrower. Borrower has the option, at any time upon ten (10) Business Days prior written notice to Agent,
to terminate this Agreement and terminate the Commitments hereunder by repaying to Agent all of the Obligations in full, without
premium or penalty. The foregoing notwithstanding, (a) Borrower may rescind termination notices relative to proposed payments in
full of the Obligations with the proceeds of third party Indebtedness if the closing for such issuance or incurrence does not happen
on or before the date of the proposed termination (in which case, a new notice shall be required to be sent in connection with
any subsequent termination), and (b) Borrower may extend the date of termination at any time with the consent of Agent (which consent
shall not be unreasonably withheld or delayed).


 



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4.          REPRESENTATIONS
AND WARRANTIES.


 


In order to induce the
Lender Group to enter into this Agreement, each of Parent and Borrower makes the following representations and warranties to the
Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall
not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof),
as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier
shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text
thereof), as of the date of the making of any other extension of credit made thereafter, as though made on and as of the date of
such other extension of credit (except to the extent that such representations and warranties relate solely to an earlier date,
in which case such representations and warranties shall be true and correct in all material respects (except that such materiality
qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in
the text thereof) as of such earlier date) and such representations and warranties shall survive the execution and delivery of
this Agreement:


 


4.1           Due
Organization and Qualification; Subsidiaries. 


 


(a)          Each
Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii)
is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material
Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as
now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions
contemplated thereby.


 


(b)          Set
forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions
permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class,
and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class
that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise
acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into
or exchangeable for any of its Equity Interests.


 


(c)          Set
forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions
permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing:
(i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized
for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the
case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary
have been validly issued and are fully paid and non-assessable.


 


(d)          Except
as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan
Party’s Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.


 


4.2           Due
Authorization; No Conflict.


 


(a)          As
to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have
been duly authorized by all necessary action on the part of such Loan Party.


 


(b)          As
to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do
not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party
or its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any court
or other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of,
or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party or its Subsidiaries
where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse
Effect, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any
Loan Party, other than Permitted Liens, or (iv) except as set forth on Schedule 4.2(b), require any approval of any holder
of any Equity Interest of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party,
other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material
agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected
to cause a Material Adverse Effect.


 



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4.3           Governmental
Consents. The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is
a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration
with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations,
consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for (a)
filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as
of the Closing Date, and (b) such approvals and licenses which may be required from the Gaming Authorities to permit foreclosure
on any Collateral or to take other actions if an Event of Default has occurred.


 


4.4           Binding
Obligations; Perfected Liens. 


 


(a)          Each
Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding
obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement
may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or
limiting creditors’ rights generally.


 


(b)          Agent’s
Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii)
money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims (other than those that, by
the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts
not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement, and subject
only to (A) the filing of financing statements and the recordation of the Mortgages, in each case, in the appropriate filing offices,
and (B) any approvals and licenses which may be required from the Gaming Authorities to permit foreclosure on any Collateral or
to take other actions if an Event of Default has occurred), and first priority Liens, subject only to Permitted Liens which are
non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.


 


4.5           Title
to Assets; No Encumbrances. Each of the Loan Parties has (a) good, sufficient and legal title to (in the case of fee interests
in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c)
good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most
recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date
of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted
Liens.


 


4.6           Litigation.



 


(a)          There
are no actions, suits, or proceedings pending or, to the knowledge of Borrower, after due inquiry, threatened in writing against
a Loan Party or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in
a Material Adverse Effect.


 


(b)          Schedule
4.6(b) sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with asserted
liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $500,000 that, as of the
Closing Date, is pending or, to the knowledge of Borrower, after due inquiry, threatened against a Loan Party or any of its Subsidiaries,
of (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such actions,
suits, or proceedings, (iii) the procedural status, as of the Closing Date, with respect to such actions, suits, or proceedings,
and (iv) whether any liability of the Loan Parties’ and their Subsidiaries in connection with such actions, suits, or proceedings
is covered by insurance.


 



    	- 12 -



    	 



    

  


4.7           Compliance
with Laws. No Loan Party nor any of its Subsidiaries (a) is in violation of any applicable laws, rules, regulations,
executive orders, or codes (including Environmental Laws, Gaming Laws or Liquor Laws) that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect, or (b) is subject to or in default with respect to any final
judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect.


 


4.8           No
Material Adverse Effect. All historical financial statements relating to the Loan Parties and their Subsidiaries that have
been delivered by Borrower to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements,
for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the Loan
Parties’ and their Subsidiaries’ consolidated financial condition as of the date thereof and results of operations
for the period then ended. Since April 30, 2011, no event, circumstance, or change has occurred that has or could reasonably be
expected to result in a Material Adverse Effect with respect to the Loan Parties and their Subsidiaries.


 


4.9           Solvency.


 


 (a)          Each
Loan Party is Solvent.


 


 (b)          No
transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the
transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present
or future creditors of such Loan Party.


 


4.10         Employee
Benefits. No Loan Party, none of its Subsidiaries, nor any of their respective ERISA Affiliates maintains or contributes
to any Benefit Plan.


 


4.11         Environmental
Condition. Except as set forth on Schedule 4.11, (a) to Borrower’s knowledge, no Loan Party’s properties
or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce,
store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment,
release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrower’s knowledge,
after due inquiry, no Loan Party’s properties or assets has ever been designated or identified in any manner pursuant to
any environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party has received notice that a Lien
arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party, and
(d) no Loan Party nor any of its facilities or operations is subject to any outstanding written order, consent decree, or settlement
agreement with any Person relating to any Environmental Law or Environmental Liability that in the case of each of clauses (a)
through (d) above, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.


 



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4.12         Complete
Disclosure. All factual information taken as a whole (other than forward-looking information and projections and information
of a general economic nature and general information about Borrower’s industry) furnished by or on behalf of a Loan Party
or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other
Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents, and all other such factual information
taken as a whole (other than forward-looking information and projections and information of a general economic nature and general
information about Borrower’s industry) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing
to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated
or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading
in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered
to Agent on August 1, 2011 represent, and as of the date on which any other Projections are delivered to Agent, such additional
Projections represent, Borrower’s good faith estimate, on the date such Projections are delivered, of the Loan Parties’
and their Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrower to
be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant
uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries, and no assurances
can be given that such Projections will be realized, and although reflecting Borrower’s good faith estimate, projections
or forecasts based on methods and assumptions which Borrower believed to be reasonable at the time such Projections were prepared,
are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially
from projected or estimated results).


 


4.13         Patriot
Act. To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with
the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001)
(the “Patriot Act”). No part of the proceeds of the loans made hereunder will be used by any Loan Party or any
of their Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official
of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain
or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as
amended.


 


4.14         Indebtedness.
Set forth on Schedule 4.14 is a true and complete list of all Indebtedness of each Loan Party and each of its Subsidiaries
outstanding immediately prior to the Closing Date that is to remain outstanding immediately after giving effect to the closing
hereunder on the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of
the Closing Date.


 


4.15         Payment
of Taxes. Except as otherwise permitted under Section 5.5, all tax returns and reports of each Loan Party and its
Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and
payable and all assessments, fees and other governmental charges upon a Loan Party and its Subsidiaries and upon their respective
assets, income, businesses and franchises that are due and payable have been paid when due and payable. Each Loan Party and each
of its Subsidiaries have made adequate provision in accordance with GAAP for all taxes not yet due and payable. No Borrower knows
of any proposed tax assessment against a Loan Party or any of its Subsidiaries that is not being actively contested by such Loan
Party or such Subsidiary diligently, in good faith, and by appropriate proceedings; provided such reserves or other appropriate
provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.


 


4.16         Margin
Stock. No Loan Party nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the loans made
to Borrower will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying
any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors.


 


4.17         Governmental
Regulation. No Loan Party nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment
Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness
or which may otherwise render all or any portion of the Obligations unenforceable. No Loan Party nor any of its Subsidiaries is
a “registered investment company” or a company “controlled” by a “registered investment company”
or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment
Company Act of 1940.


 



    	- 14 -



    	 



    

  


4.18         OFAC.
No Loan Party nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions
administered and enforced by OFAC. No Loan Party nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity,
(b) has its assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned
Persons or Sanctioned Entities. No proceeds of any loan made hereunder will be used to fund any operations in, finance any investments
or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.


 


4.19         Employee
and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened
against Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened
against Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be
expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending
or threatened in writing against Parent or its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect,
or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees
of Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Parent or its
Subsidiaries. None of Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining
Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of
Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements,
except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect. All material payments due from Parent or its Subsidiaries on account of wages and employee health and welfare insurance
and other benefits have been paid or accrued as a liability on the books of Parent, except where the failure to do so could not,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


4.20         Intentionally
Omitted. 


 


4.21         Intentionally
Omitted..


 


4.22         Intentionally
Omitted..


 


4.23         Leases.
Each Loan Party enjoys peaceful and undisturbed possession under all leases material to their business and to which they are
parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting
and no material default by the applicable Loan Party exists under any of them.


 


4.24         Intentionally
Omitted..


 


4.25         Licenses
and Permits.


  


(a)          (i) All
material licenses (including all material Gaming Licenses), permits, and consents and similar rights required from any federal,
state, or local governmental body (including the Gaming Authorities and Liquor Authorities), for the ownership, use, or operation
of the businesses or properties now owned or operated by Parent or Borrower, or any of their respective Subsidiaries, have been
validly issued and are in full force and effect; (ii) Parent and Borrower, and each of their respective Subsidiaries is in
compliance, in all material respects, with all of the provisions thereof applicable to it; and (iii) none of such licenses,
permits, or consents is the subject of any pending or, to the best of Parent’s or Borrower’s, knowledge, threatened
proceeding for the revocation, cancellation, suspension, or non-renewal thereof. As of the Closing Date (and as of each subsequent
date on which Borrower’s Administrator delivers to Agent an updated schedule pursuant to Section 5.15 below), set
forth on Schedule 4.25 is a complete and accurate list of all such licenses, permits, and consents that are necessary and
appropriate for the operation of Parent and Borrower’s businesses, and the businesses of their respective Subsidiaries, and
such schedule identifies the date by which an application for the renewal of such license, permit, or consent must be filed and
describes the status of each such pending application.


 



    	- 15 -



    	 



    

  


(b)          Parent
and Borrower, and their respective Subsidiaries, have obtained (i) all material licenses, permits, and consents required by
any Governmental Authority (including the Gaming Authorities and Liquor Authorities) necessary or appropriate to conduct their
businesses and operations and (ii) as of the Closing Date, all required approvals from the Gaming Authorities and Liquor Authorities
of the transactions contemplated hereby and by the other Loan Documents, except for such approvals and licenses which may be required
from the Gaming Authorities to permit foreclosure on any Collateral or to take other actions if an Event of Default has occurred.


 


4.26         Use
of Proceeds. The Revolving Loans and other extensions of credit provided for herein are made exclusively for commercial
or business purposes and no portion thereof shall be used for any consumer, personal, family or household purpose.


 


5.          AFFIRMATIVE
COVENANTS.


 


Each of Parent and Borrower
covenants and agrees that, until payment in full of the Obligations:


 


5.1          Financial
Statements, Reports, Certificates. Borrower (a) will deliver to Agent, with copies to each Lender (if so requested by Agent),
each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein,
(b) agree that no Subsidiary of a Loan Party will have a fiscal year different from that of Borrower, (c) agree to maintain a system
of accounting that enables Borrower to produce financial statements in accordance with GAAP, and (d) agree it will, and will cause
each other Loan Party to, maintain its billing systems and practices substantially as in effect as of the Closing Date and shall
only make material modifications thereto with notice to, and with the consent of, Agent.


 


5.2          Reporting.
Borrower will deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the reports set forth on
Schedule 5.2 at the times specified therein.


 


5.3          Existence.
Except as otherwise permitted under Section 6.3 or Section 6.4, each of Parent and Borrower will, and will cause
each of its Subsidiaries to, at all times preserve and keep in full force and effect such Person’s valid existence and good
standing in its jurisdiction of organization and, except as could not reasonably be expected to result in a Material Adverse Effect,
good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits,
licenses, accreditations, authorizations, or other approvals material to their businesses.


 


5.4          Maintenance
of Properties. Each of Parent and Borrower will, and will cause each of the other Loan Parties to, maintain and preserve
all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary
wear, tear, casualty, and condemnation and Permitted Dispositions excepted.


 


5.5          Taxes.
Each of Parent and Borrower will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the
expiration of any extension period all material governmental assessments and taxes imposed, levied, or assessed against it, or
any of its assets or in respect of any of its income, businesses, or franchises, except to the extent that the validity of such
governmental assessment or tax is the subject of a Permitted Protest.


 



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5.6          Insurance.
Each of Parent and Borrower will, and will cause each of its Subsidiaries to, at Parent’s expense, (a) maintain insurance
respecting each of Parent’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages
as are customarily are insured against by other Persons engaged in same or similar businesses and similarly situated and located
(but in any event including flood insurance for any real property collateral). All such policies of insurance shall be with financially
sound and reputable insurance companies acceptable to Agent (it being agreed that, as of the Closing Date, Zurich Insurance Company
is acceptable to Agent) and in such amounts as is carried generally in accordance with sound business practice by companies in
similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to
Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of Borrower in effect as of the Closing
Date are acceptable to Agent). All property insurance policies covering the Collateral are to be made payable to Agent for the
benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard loss payable endorsement
with a standard non contributory “lender” or “secured party” clause and are to contain such other provisions
as Agent may reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under
such policies. All certificates of property and general liability insurance are to be delivered to Agent, with the loss payable
(but only in respect of Collateral) and additional insured endorsements in favor of Agent and shall provide for not less than 30
days (10 days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. Borrower
shall give Agent prompt notice of any loss exceeding $250,000 covered by their or any other Loan Party’s casualty or business
interruption insurance. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the sole right
to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and
give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases,
assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims
under any such insurance policies.


 


5.7          Inspection.


 


(a)          Subject
to any applicable regulations of the Gaming Authorities as determined by Agent in its reasonable discretion, each of Parent
and Borrower will, and will cause each of the other Loan Parties to, permit Agent, any Lender, and each of their respective duly
authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine
and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the
same by, its officers and employees (provided an authorized representative of Borrower’s Administrator shall be allowed to
be present) at such reasonable times and intervals as Agent or any Lender, as applicable, may designate and, so long as no Event
of Default exists, with reasonable prior notice to Borrower and during regular business hours.


 


(b)          Each
of Parent and Borrower will, and will cause each of the other Loan Parties to, permit Agent and each of its duly authorized representatives
or agents to conduct appraisals and valuations at such reasonable times and intervals as Agent may designate. So long as no Event
of Default has occurred and is continuing, Agent agrees to provide Borrower with a copy of the report for any such valuation upon
request by Borrower so long as (i) such report exists, (ii) the third person employed by Agent to perform such valuation consents
to such disclosure, and (iii) Borrower executes and delivers to Agent a non-reliance letter reasonably satisfactory to Agent.


 


5.8          Compliance
with Laws. Each of Parent and Borrower will, and will cause each of its Subsidiaries to, comply with the requirements of
all applicable laws, rules, regulations, and orders of any Governmental Authority (including the Gaming Authorities and Liquor
Authorities), other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.


 


5.9          Environmental.
Each of Parent and Borrower will, and will cause each of the other Loan Parties to,


 


(a)          Keep
any property either owned or operated by any of the Loan Parties free of any Environmental Liens or post bonds or other financial
assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,


 


(b)          Comply,
in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably
requests,


 



    	- 17 -



    	 



    

 


(c)          Promptly
notify Agent of any release of which Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property
owned or operated by any Loan Party and take any Remedial Actions required to abate said release or otherwise to come into compliance,
in all material respects, with applicable Environmental Law, and


 


(d)          Promptly,
but in any event within five (5) Business Days of its receipt thereof, provide Agent with written notice of any of the following:
(i) notice that an Environmental Lien has been filed against any of the real or personal property of any Loan Party, (ii) commencement
of any Environmental Action or written notice that an Environmental Action will be filed against any Loan Party, and (iii) written
notice of a violation, citation, or other administrative order from a Governmental Authority.


 


5.10        Disclosure
Updates. Borrower will, promptly and in no event later than five (5) Business Days after obtaining knowledge thereof, notify
Agent if any written information, exhibit, or report furnished to Agent or the Lenders contained, at the time it was furnished,
any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein
not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant
to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any
material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.


 


5.11        Formation
of Subsidiaries. Each of Parent and Borrower will, unless otherwise agreed by Agent in its sole discretion, at the time
that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date,
within ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause
such new Subsidiary to provide to Agent, as may be agreed to by Agent and Borrower (i) a joinder to the Guaranty and Security Agreement
(as a guarantor of the Obligations) or (ii) a joinder to this Agreement and the Guaranty and Security Agreement (as a borrower),
together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary
with a fair market value greater than $500,000), as well as appropriate financing statements (and with respect to all property
subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient
to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary);
provided, that the joinder to this Agreement and the Guaranty and Security Agreement, and such other security agreements
shall not be required to be provided to Agent with respect to any Subsidiary of Parent that is a CFC if providing such agreements
would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or security agreements are
unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders
of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement
(or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging
all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent;
provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of Parent that is
a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount
would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as
determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the security afforded
thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary),
and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which,
in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including
policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any
document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.


 



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5.12        Further
Assurances. Each of Parent and Borrower will, and will cause each of the other Loan Parties to, at any time upon the reasonable
request of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges,
assignments, mortgages, deeds of trust, opinions of counsel, and all other documents (the “Additional Documents”)
that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected
or to better perfect Agent’s Liens in (a) all of the Equity Interests of the Loan Parties owned by Parent, and (b) all of
the assets of the Loan Parties other than Parent (in each case, whether now owned or hereafter arising or acquired, tangible or
intangible, real or personal), to create and perfect Liens in favor of Agent in any Real Property acquired by Borrower or any other
Loan Party with a fair market value in excess of $500,000, and in order to fully consummate all of the transactions contemplated
hereby and under the other Loan Documents; provided that the foregoing shall not apply to any Subsidiary of Parent that
is a CFC if providing such documents would result in adverse tax consequences or the costs to the Loan Parties of providing such
documents are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent
and the Lenders of the security afforded thereby. To the maximum extent permitted by applicable law, if Borrower or any other Loan
Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time following
the request to do so, Borrower and each other Loan Party hereby authorizes Agent to execute any such Additional Documents in the
applicable Loan Party’s name and authorizes Agent to file such executed Additional Documents in any appropriate filing office.
In furtherance, and not in limitation, of the foregoing, each Loan Party shall take such actions as Agent may reasonably request
from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by (A) all of the Equity Interests
of the Loan Parties owned by Parent, and (B) all of the assets of the Loan Parties other than Parent (in each case, whether now
owned or hereafter arising or acquired, tangible or intangible, real or personal), including all of the outstanding capital Equity
Interests of each Loan Party and its Subsidiaries (other than Parent and the Excluded Subsidiaries) (subject to exceptions and
limitations contained in the Loan Documents with respect to CFCs).


 


5.13        Lender
Meetings. Parent will, within ninety-five (95) days after the close of each fiscal year of Parent, at the request of Agent
or of the Required Lenders and upon reasonable prior notice, hold a meeting (at a mutually agreeable location and time or, at the
option of Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the
financial results of the previous fiscal year and the financial condition of Parent and its Subsidiaries and the projections presented
for the current fiscal year of Borrower.


 


5.14        Governmental
Authorization. Parent shall deliver, and shall cause its Subsidiaries to deliver, to Agent, as soon as practicable, and
in any event within 10 days after the receipt by Parent or any of its Subsidiaries, from any Gaming Authority, Liquor Authority,
or other Governmental Authority having jurisdiction over the operations of Parent or any of its Subsidiaries, or filing or receipt
thereof by Parent or any such Subsidiaries (i) copies of any order or notice of such Gaming Authority, Liquor Authority or such
other Governmental Authority or court of competent jurisdiction which designates any Gaming License or other material franchise,
permit, or other governmental operating authorization of Parent or any of its Subsidiaries, or any application therefor, for a
hearing or which refuses renewal or extension of, or revokes or suspends the authority of Parent or any of its Subsidiaries, to
construct, own, manage, or operate its businesses (or portion thereof), and (ii) a copy of any competing application filed with
respect to any such Gaming License or other authorization, or application therefor, of Parent or any of its Subsidiaries, or any
citation, notice of violation, or order to show cause issued by any Gaming Authority, any Liquor Authority or other Governmental
Authority or any complaint filed by any Gaming Authority, Liquor Authority or other Governmental Authority which is applicable
to Parent or any of its Subsidiaries.


 


5.15        License
Renewals. Commencing on the date twelve months following the Closing Date and continuing every twelve months thereafter,
Borrower shall deliver, and shall cause its Subsidiaries to deliver, to Agent an updated Schedule 4.25 reflecting thereon,
as of the date of such delivery, the information described in Section 4.25.


 


5.16        Licenses
and Permits. Each of Parent and Borrower will (a) ensure that all material licenses (including all material Gaming
Licenses), permits, and consents and similar rights required from any federal, state, or local governmental body (including the
Gaming Authorities and Liquor Authorities) for the ownership, use, or operation of the businesses or properties now owned or operated
by Parent and its Subsidiaries have been validly issued and are in full force and effect, and (b) comply, in all material
respects, with all of the provisions thereof applicable to it.


  



    	- 19 -



    	 



    



 


5.17        Intentionally
Omitted.


 


5.18        Intentionally
Omitted.


 


5.19        Post-Closing
Covenants.


 


(a)          On
or prior to the date that is 30 days after the Closing Date (or such later date as may be agreed to by Agent in its sole discretion),
the Loan Parties shall deliver to Agent, Control Agreements, in form and substance satisfactory to Agent, with respect to all of
the Deposit Accounts and Securities Accounts of Borrower and NG South Dakota.


 


(b)          Borrower
shall use commercially reasonable efforts to deliver to Agent as promptly as practicable after the Closing Date (i) Mortgages in
form and substance satisfactory to Agent and duly executed and delivered by Borrower, with respect to locations of Borrower subject
to location agreements, and (ii) to the extent requested by Agent, title policies for such real property collateral in amounts
satisfactory to Agent assuring Agent that the Mortgages on such real property collateral are valid and enforceable first priority
mortgage Liens on such real property collateral free and clear of all defects and encumbrances except Permitted Liens, and such
title policies otherwise shall be in form and substance satisfactory to Agent.


 


6.          NEGATIVE
COVENANTS.


 


Each of Parent and Borrower
covenants and agrees that, until payment in full of the Obligations:


 


6.1          Indebtedness.
Each of Parent and Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume, suffer to exist,
guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted
Indebtedness.


 


6.2          Liens.
Each of Parent and Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume, or suffer to exist,
directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired,
or any income or profits therefrom, except for Permitted Liens.


 


6.3          Restrictions
on Fundamental Changes. Each of Parent and Borrower will not, and will not permit any of its Subsidiaries to,


 


(a)          Other
than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization,
or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that Borrower must be the
surviving entity of any such merger to which it is a party and no merger may occur between Parent and Borrower, (ii) any merger
between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity
of any such merger, and (iii) any merger between Subsidiaries of Parent that are not Loan Parties,


 


(b)          liquidate,
wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating
Subsidiaries of Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other
than Parent or Borrower) or any of its wholly-owned Subsidiaries (not specifically referred to in clause (i) above) so long as
all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are
transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of Parent
that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a
Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary
of Parent that is not liquidating or dissolving, or


 



    	- 20 -



    	 



    

  


(c)          suspend
or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or
in connection with a transaction permitted under Section 6.4.


 


6.4          Disposal
of Assets. Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.10,
no Loan Party will convey, sell, lease, license, assign, transfer, or otherwise dispose of (or enter into an agreement to convey,
sell, lease, license, assign, transfer, or otherwise dispose of) any of its assets.


 


6.5          Nature
of Business. Each of Parent and Borrower will not, and will not permit any of its Subsidiaries to make any change in the
nature of its or their business as described in Schedule 6.5 or acquire any properties or assets that are not reasonably
related to the conduct of such business activities; provided, that the foregoing shall not prevent Parent and its Subsidiaries
from engaging in any business that is reasonably related or ancillary to its or their business.


 


6.6          Prepayments
and Amendments . Each of Parent and Borrower will not, and will not permit any of the other Loan Parties to,


 


(a)              Except
in connection with Refinancing Indebtedness permitted by Section 6.1,


 


(i)          optionally
prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Parent or its Subsidiaries, other than (A) the Obligations
in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) the Indebtedness incurred under the Term Loan Documents,
or


 


(ii)         make
any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such
payment is not permitted at such time under the subordination terms and conditions, or


 


(b)              Directly
or indirectly, amend, modify, or change any of the terms or provisions of


 


(i)          any
agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the
Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses
(c), (g), (i) and (j) of the definition of Permitted Indebtedness,


 


(ii)         the
Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected
to be materially adverse to the interests of the Lenders,


 


(iii)        the
Trucano Documents, or


 


(iv)         the
Management Agreement.


 


6.7          Restricted
Payments. Each of Parent and Borrower will not, and will not permit any of the other Loan Parties to make any Restricted
Payment.


 


6.8          Accounting
Methods. Each of Parent and Borrower will not, and will not permit any of the other Loan Parties to modify or change its
fiscal year or its method of accounting (other than as may be required to conform to GAAP).


 


6.9          Investments.
Each of Parent and Borrower will not, and will not permit any of the other Loan Parties to, directly or indirectly, make or
acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment except
for Permitted Investments.


  


6.10        Transactions
with Affiliates. Each of Parent and Borrower will not, and will not permit any of the other Loan Parties to, directly or
indirectly, enter into or permit to exist any transaction with any Affiliate of Parent or any of its Subsidiaries except for:


  



    	- 21 -



    	 



    



 


(a)          transactions
(other than the payment of management, consulting, monitoring, or advisory fees) between a Loan Party, on the one hand, and any
Affiliate of Parent or its Subsidiaries, on the other hand, so long as such transactions (i) are fully disclosed to Agent
prior to the consummation thereof, and (ii) are no less favorable, taken as a whole, to such Loan Party than would be obtained
in an arm’s length transaction with a non-Affiliate,


 


(b)          so
long as it has been approved by the applicable Loan Party’s board of directors (or comparable governing body) in accordance
with applicable law, any indemnity provided for the benefit of directors (or comparable managers) of such Loan Party,


 


(c)          so
long as it has been approved by the applicable Loan Party’s board of directors (or comparable governing body) in accordance
with applicable law, the payment of reasonable compensation, severance, or employee benefit arrangements to employees, officers,
and outside directors of such Loan Party in the ordinary course of business and consistent with industry practice,


 


(d)          transactions
permitted by Section 6.3 or Section 6.9, or any Permitted Intercompany Advance, and


 


(e)          the
payment by one of the Loan Parties to Parent, pursuant to the Management Agreement, of (i) a management fee payable on a monthly
basis; provided that the aggregate amount of such management fees paid in any fiscal year (or portion thereof) shall not
exceed 3% of the Loan Parties’ gross revenues for such fiscal year (or portion thereof) and no such payment may be made if
an Event of Default has occurred and is continuing or would result therefrom, and (ii) reasonable out-of-pocket expenses incurred
by Parent pursuant to the Management Agreement.


 


6.11        Use
of Proceeds. Neither Parent nor Borrower will, and will not permit any of the other Loan Parties to use the proceeds of
any loan made hereunder for any purpose other than to pay slot machine stamp device fees for slot machines owned or operated by
Borrower, consistent with the terms and conditions hereof. No part of the proceeds of the loans made to Borrower will be used to
purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin
Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors.


 


6.12        Limitation
on Issuance of Equity Interests. Except for the issuance or sale of Qualified Equity Interests by Parent, Parent will not,
and will not permit any of the other Loan Parties to issue or sell or enter into any agreement or arrangement for the issuance
or sale of any of its Equity Interests.


 


6.13        Intentionally
Omitted. 


 


6.14        Intentionally
Omitted..


 


7.          INTENTIONALLY
OMITTED.


 


8.          EVENTS
OF DEFAULT.


 


Any one or more of the
following events shall constitute an event of default (each, an “Event of Default”) under this Agreement:


 


8.1          Payments.
If Borrower fails to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligations consisting
of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion
thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the commencement of
an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding),
and such failure continues for a period of three (3) Business Days, or (b) all or any portion of the principal of any Revolving
Loan or all or any portion of any Protective Advance;


 



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8.2          Covenants.
If any Loan Party or any of its Subsidiaries:


 


(a)          fails
to perform or observe any covenant or other agreement contained in any of (i) Sections 5.1, 5.2, 5.3 (solely
if Borrower is not in good standing in its jurisdiction of organization), 5.6, 5.7 (solely if Borrower refuses to
allow Agent or its representatives or agents to visit Borrower’s properties, inspect its assets or books or records, examine
and make copies of its books and records, or discuss Borrower’s affairs, finances, and accounts with officers and employees
of Borrower), 5.10, 5.11, 5.13, 5.14, 5.15, 5.16, 5.17, 5.18, or 5.19
of this Agreement, (ii) Section 6 of this Agreement, (iii) Section 7 of this Agreement, or (iv) Section 7 of the
Guaranty and Security Agreement;


 


(b)          fails
to perform or observe any covenant or other agreement contained in any of Sections 5.3 (other than if Borrower is not in
good standing in its jurisdiction of organization), 5.4, 5.5, 5.8, and 5.12 of this Agreement and any
such failure continues for a period of fifteen (15) days after the earlier of (i) the date on which such failure shall first become
known to any officer of Borrower or (ii) the date on which written notice thereof is given to Borrower by Agent; or


 


(c)          fails
to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in each
case, other than any such covenant or agreement that is the subject of another provision of this Section 8 (in which event
such other provision of this Section 8 shall govern), and such failure continues for a period of thirty (30) days after
the earlier of (i) the date on which such failure shall first become known to any officer of Borrower or (ii) the date on which
written notice thereof is given to Borrower by Agent;


 


8.3          Judgments.
If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of $500,000, or more (except
to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has
not denied coverage) is entered or filed against a Loan Party, or with respect to any of its assets, and either (a) there is a
period of thirty (30) consecutive days at any time after the entry of any such judgment, order, or award during which (1) the same
is not discharged, satisfied, vacated, or bonded pending appeal, or (2) a stay of enforcement thereof is not in effect, or (b)
enforcement proceedings are commenced upon such judgment, order, or award;


 


8.4          Voluntary
Bankruptcy, etc. If an Insolvency Proceeding is commenced by a Loan Party or any of its Subsidiaries;


 


8.5          Involuntary
Bankruptcy, etc. If an Insolvency Proceeding is commenced against a Loan Party or any of its Subsidiaries and any of the
following events occur: (a) such Loan Party or such Subsidiary consents to the institution of such Insolvency Proceeding against
it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency
Proceeding is not dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take
possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the
business of, such Loan Party or its Subsidiary, or (e) an order for relief shall have been issued or entered therein;


 


8.6          Default
Under Other Agreements. If there is (a) a default under the Term Loan Documents, (b) a default under the Trucano Documents,
(c) a default in one or more other agreements to which a Loan Party or any of its Subsidiaries is a party with one or more third
Persons relative to a Loan Party’s or any of its Subsidiaries’ Indebtedness involving an aggregate amount of $500,000
or more, and such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third
Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party’s or its Subsidiary’s obligations
thereunder, or (d) a default in or an involuntary early termination of one or more Hedge Agreements to which a Loan Party or any
of its Subsidiaries is a party involving an aggregate amount of $250,000 or more;


  


8.7          Representations,
etc. If any warranty, representation, certificate, statement, or Record made herein or in any other Loan Document or delivered
in writing to Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material
respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof) as of the date of issuance or making or deemed making thereof;


  



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8.8          Guaranty.
If the obligation of any Guarantor under the guaranty contained in the Guaranty and Security Agreement is limited or terminated
by operation of law or by such Guarantor (other than in accordance with the terms of this Agreement);


 


8.9          Security
Documents. If the Guaranty and Security Agreement or any other Loan Document that purports to create a Lien, shall, for
any reason, fail or cease to create a valid and perfected and, except to the extent of Permitted Liens which are non-consensual
Permitted Liens, permitted purchase money Liens or the interests of lessors under Capital Leases, first priority Lien on the Collateral
covered thereby, except (a) as a result of a disposition of the applicable Collateral in
a transaction permitted under this Agreement, (b) with respect to Collateral the aggregate value
of which, for all such Collateral, does not exceed at any time, $50,000, or (c) as the result of an action or failure to act on
the part of Agent;


 


8.10        Loan
Documents. The validity or enforceability of any Loan Document shall at any time for any reason
(other than solely as the result of an action or failure to act on the part of Agent) be declared to be null and void, or
a proceeding shall be commenced by a Loan Party or its Subsidiaries, or by any Governmental Authority having jurisdiction over
a Loan Party or its Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or a Loan Party or its Subsidiaries
shall deny that such Loan Party or its Subsidiaries has any liability or obligation purported to be created under any Loan Document;


 


8.11        Change
of Control. A Change of Control shall occur, whether directly or indirectly;


 


8.12        Licenses
and Permits. If (a) any Loan Party, or any of its Subsidiaries, fails to keep in full force and effect, suffers the termination,
revocation, forfeiture, nonrenewal or suspension of, zoning change or local entitlement change or suffers a material adverse amendment
to, any Gaming License, franchise, registration, qualification, finding of suitability or other approval or authorization required
to enable such Loan Party, or any such Subsidiary, to own, operate, or otherwise conduct or manage its businesses, including its
gaming activities, or (b) any Governmental Authority (expressly including any Gaming Authority or Liquor Authority or local municipality
with jurisdictional control over any establishment operated by any Loan Party or any of its Subsidiaries) terminates, suspends,
amends, revokes, repeals or fails to renew any law, license (including any Gaming License), franchise, registration, qualification,
finding of suitability or other approval or authorization required to enable any Loan Party, or any of its Subsidiaries, to own,
operate, or otherwise conduct or manage its businesses, including its gaming activities.


 


9.          RIGHTS
AND REMEDIES.


 


9.1          Rights
and Remedies. Upon the occurrence and during the continuation of an Event of Default, Agent may, and, at the instruction
of the Required Lenders, shall (in each case under clauses (a) or (b) by written notice to Borrower), in addition to any other
rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following:


 


(a)          declare
the principal of, and any and all accrued and unpaid interest and fees in respect of, the Revolving Loans and all other Obligations
(other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents to be immediately
due and payable, whereupon the same shall become and be immediately due and payable and Borrower shall be obligated to repay all
of such Obligations in full, without presentment, demand, protest, or further notice or other requirements of any kind, all of
which are hereby expressly waived by Borrower;


 



    	- 24 -



    	 



    

  


(b)          declare
the Commitments terminated, whereupon the Commitments shall immediately be terminated; and


 


(c)          exercise
all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable law, or in equity.


 


The foregoing to the contrary notwithstanding,
upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5, in addition to the remedies
set forth above, without any notice to Borrower or any other Person or any act by the Lender Group, the Commitments shall automatically
terminate and the Obligations (other than the Bank Product Obligations), inclusive of the principal of, and any and all accrued
and unpaid interest and fees in respect of, the Revolving Loans and all other Obligations (other than the Bank Product Obligations),
whether evidenced by this Agreement or by any of the other Loan Documents, shall automatically become and be immediately due and
payable and Borrower shall automatically be obligated to repay all of such Obligations in full, without presentment, demand, protest,
or notice or other requirements of any kind, all of are expressly waived by Parent and Borrower.


 


9.2          Remedies
Cumulative. The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreements
shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the
Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by
the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver,
election, or acquiescence by it.


 


10.         WAIVERS;
INDEMNIFICATION.


 


10.1        Demand;
Protest; etc. Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and
nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper,
and guarantees at any time held by the Lender Group on which Borrower may in any way be liable.


 


10.2        The
Lender Group’s Liability for Collateral. Borrower hereby agrees that: (a) so long as Agent complies with its
obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping
of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution
in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and
(b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrower.


 



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10.3        Indemnification.
Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant
(each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all
claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable
fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith
or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is
brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related
to the execution and delivery (provided that Borrower shall not be liable for costs and expenses (including attorneys fees) of
any Lender (other than WFGC) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan Documents),
enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any
of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of Parent’s and its Subsidiaries’
compliance with the terms of the Loan Documents (provided, that the indemnification in this clause (a) shall not extend
to (i) disputes solely between or among the Lenders, (ii) disputes solely between or among the Lenders and their respective Affiliates;
it being understood and agreed that the indemnification in this clause (a) shall extend to Agent (but not the Lenders) relative
to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand,
or (iii) any Taxes or any costs attributable to Taxes, which shall be governed by Section 16), (b) with respect to
any investigation, litigation, or proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of
the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event,
or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release of Hazardous
Materials at, on, under, to or from any assets or properties owned, leased or operated by any Loan Party or any Environmental Actions,
Environmental Liabilities or Remedial Actions related in any way to any such assets or properties of such Loan Party (each and
all of the foregoing, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding, Borrower
shall have no obligation to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that
a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified
Person or its officers, directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement
and the repayment of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect
to an Indemnified Liability as to which Borrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified
Person making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. WITHOUT LIMITATION,
THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART
ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.


 


11.        NOTICES.


 


Unless otherwise provided
in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing and (except
for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally
delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail
(at such email addresses as a party may designate in accordance herewith), or telefacsimile. In the case of notices or demands
to Parent, Borrower, or Agent, as the case may be, they shall be sent to the respective address set forth below:


 


 


	If to Parent or

Borrower (c/o

Borrower’s

Administrator):	NEVADA GOLD & CASINOS, INC.
	 	50 Briar Hollow Lane, Suite 500W
	 	Houston, TX 77027
	 	Attn: Robert B. Sturges, CEO
	 	Fax No.: (713) 621-6919
	 	 
	with copies to:	NEVADA GOLD & CASINOS, INC.
	 	50 Briar Hollow Lane, Suite 500W
	 	Houston, TX 77027
	 	Attn:  Branko Milosevic, Associate General Counsel
	 	Fax No.:  (713) 296-5070
	 	 
	If to Agent:	WELLS FARGO GAMING CAPITAL, LLC
	 	333 South Grand Avenue, 12th Floor
	 	Los Angeles, CA 90071
	 	Attn:  Everardo Gomez
	 	Fax No.:   (877) 302-7024



  



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	with copies to:	PAUL HASTINGS LLP
	 	515 S. Flower Street
	 	Twenty-fifth Floor
	 	Los Angeles, California  90071
	 	Attn:  John Francis Hilson, Esq.
	 	Fax No.:  (213) 996-3300


 


Any party hereto may
change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other
party. All notices or demands sent in accordance with this Section 11, shall be deemed received on the earlier of the date
of actual receipt or 3 Business Days after the deposit thereof in the mail; provided, that (a) notices sent by overnight
courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given when
sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening
of business on the next Business Day for the recipient) and (c) notices by electronic mail 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 email or other written acknowledgment).


 


12.         CHOICE
OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION.


 


(a)          THE
VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN
RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, THE RIGHTS OF THE PARTIES
HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, AND ANY CLAIMS, CONTROVERSIES
OR DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.


 


(b)          THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED
AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA; PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT,
AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR
OTHER PROPERTY MAY BE FOUND. EACH OF PARENT AND EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT
TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b).


 


(c)          TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF PARENT AND BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR
RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON
OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A "CLAIM"). EACH OF PARENT AND EACH
BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED
AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 



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(d)          EACH
OF PARENT AND EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS LOCATED IN THE COUNTY OF LOS ANGELES AND THE STATE OF CALIFORNIA, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES
IN THE COURTS OF ANY JURISDICTION.


 


(e)          NO
CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST THE AGENT, ANY LENDER, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE,
AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM
FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN PARTY HEREBY WAIVES,
RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO
EXIST IN ITS FAVOR.


 


(f)          IN
THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE "COURT") BY OR AGAINST ANY
PARTY HERETO IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET FORTH IN CLAUSE (C) ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING, THE
PARTIES HERETO AGREE AS FOLLOWS:


 


(i)          WITH
THE EXCEPTION OF THE MATTERS SPECIFIED IN SUBCLAUSE (ii) BELOW, ANY CLAIM SHALL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING
IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES INTEND THIS GENERAL
REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE. VENUE FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF LOS ANGELES, CALIFORNIA.


 


(ii)         THE
FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS
IN REAL OR PERSONAL PROPERTY, (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C) APPOINTMENT OF A RECEIVER,
AND (D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING
ORDERS, OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS
AND REMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY PARTY TO PARTICIPATE
IN A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT WITH RESPECT TO ANY OTHER MATTER.


  


(iii)        UPON
THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES
DO NOT AGREE UPON A REFEREE WITHIN 10 DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO REQUEST THE COURT TO
APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B). THE REFEREE SHALL BE APPOINTED TO SIT WITH ALL
OF THE POWERS PROVIDED BY LAW. PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE THE POWER TO ISSUE TEMPORARY OR PROVISIONAL
REMEDIES.


  



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(iv)         EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED
INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT
TO THE COURSE OF THE REFERENCE PROCEEDING. ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE
CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, A COURT REPORTER
SHALL BE USED AND THE REFEREE SHALL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL HAVE THE
OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE'S FEES, SHALL
ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.


 


(v)          THE
REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL
OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL
COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA.


 


(vi)         THE
REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES
IN ACCORDANCE WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL
RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT.
THE REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW. THE REFEREE
SHALL ISSUE A DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE'S DECISION SHALL BE ENTERED
BY THE COURT AS A JUDGMENT IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE FINAL JUDGMENT OR ORDER FROM ANY
APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT.


 


(vii)        THE
PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE
AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY HERETO
KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN
THEM THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.








 


13.         ASSIGNMENTS
AND PARTICIPATIONS; SUCCESSORS.


 


13.1         Assignments
and Participations.


 


(a)          (i)
Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of its rights
and duties under the Loan Documents (including its Commitments and the Obligations owed to it) to one or more assignees who are
permitted to be lenders hereunder pursuant to applicable law, rule, or regulation (including any rules or regulations promulgated
by any Gaming Authority or any Liquor Authority (as the case may be)) (each, an “Assignee”), with the prior
written consent (such consent not be unreasonably withheld or delayed) of Agent.


  



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(ii)          Assignments
shall be subject to the following additional conditions:


 


(A)         no
assignment may be made to a Loan Party or an Affiliate of a Loan Party or a natural person,


 


(B)         the
amount of the Commitments and the other rights and obligations of the assigning Lender hereunder and under the other Loan Documents
subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered
to Agent) shall be in a minimum amount (unless waived by Agent) of $500,000 (except such minimum amount shall not apply to (I)
an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of such Lender or
(II) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that
the aggregate amount to be assigned to all such new Lenders is at least $500,000);


 


(D)         each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement;


 


(E)         the
parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, that Borrower and
Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee
until written notice of such assignment, together with payment instructions, addresses, and related information with respect to
the Assignee, have been given to Borrower and Agent by such Lender and the Assignee,


 


(F)         unless
waived by Agent, the assigning Lender or Assignee has paid to Agent, for Agent’s separate account, a processing fee in the
amount of $3,500; and


 


(G)         the
Assignee, if it is not a Lender, shall deliver to Agent an administrative questionnaire in a form approved by Agent (the “Administrative
Questionnaire”).


 


(b)          From
and after the date that Agent receives the executed Assignment and Acceptance and, if applicable, payment of the required processing
fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned
to it pursuant to such Assignment and Acceptance, shall be a “Lender” and shall have the rights and obligations of
a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and
under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except
with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignment
and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement
and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, that nothing contained
herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning
Lender’s obligations under Section 15 and Section 17.9(a).


 



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(c)          By
executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and
agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such
assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance
or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto,
(iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such
Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action
under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this
Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as
are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms
of this Agreement are required to be performed by it as a Lender.


 


(d)          Immediately
upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant
to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect
the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each
Assignee shall reduce such Commitments of the assigning Lender pro tanto.


 


(e)          Any
Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons who are permitted to be participants
hereunder pursuant to applicable law, rule, or regulation (including any rules or regulations promulgated by any Gaming Authority
or any Liquor Authority (as the case may be)) (a “Participant”) participating interests in all or any portion
of its Obligations, its Commitment, and the other rights and interests of that Lender (the “Originating Lender”)
hereunder and under the other Loan Documents; provided, that (i) the Originating Lender shall remain a “Lender”
for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the
Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender”
hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged,
(ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and
the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s
rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating
interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this
Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement
or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant
is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating,
(C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in
any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment
of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default
interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums
payable to such Participant through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation
shall be sold to a Loan Party or an Affiliate of a Loan Party, and (vii) all amounts payable by Borrower hereunder shall be determined
as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid,
or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, 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. The rights of
any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant
shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower,
the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the
making of decisions by the Lenders among themselves.


 



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(f)          In
connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest
in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9,
disclose all documents and information which it now or hereafter may have relating to Parent and its Subsidiaries and their respective
businesses.


 


(g)          Any
other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or
any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation
A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge
or security interest in any manner permitted under applicable law.


 


(h)          Agent
(as a non-fiduciary agent on behalf of Borrower) shall maintain, or cause to be maintained, a register (the “Register”)
on which it enters the name and address of each Lender as the registered owner of the Revolving Loans (and the principal amount
thereof and stated interest thereon) held by such Lender (each, a “Registered Loan”). Other than in connection
with an assignment by a Lender of all or any portion of its portion of the Revolving Loans to an Affiliate of such Lender or a
Related Fund of such Lender (i) a Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold
in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so
provide) and (ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the
same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered
note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed
by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new
registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to
the registration of assignment or sale of any Registered Loan (and the registered note, if any evidencing the same), Borrower shall
treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the
owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary.
In the case of any assignment by a Lender of all or any portion of its Commitments or Revolving Loans to an Affiliate of such Lender
or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Borrower,
shall maintain a register comparable to the Register.


 


(i)          In
the event that a Lender sells participations in the Registered Loan, such Lender, as a non-fiduciary agent on behalf of Borrower,
shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans held
by it (and the principal amount (and stated interest thereon) of the portion of such Registered Loans that is subject to such participations)
(the “Participant Register”). A Registered Loan (and the Registered Note, if any, evidencing the same) may be
participated in whole or in part only by registration of such participation on the Participant Register (and each registered note
shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may
be effected only by the registration of such participation on the Participant Register.


 


(j)          Agent
shall make a copy of the Register (and each Lender shall make a copy of its Participant Register in the extent it has one) available
for review by Borrower from time to time as Borrower may reasonably request.





 


13.2         Successors.
This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided,
that Borrower may not assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent
and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release
Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder
and thereunder pursuant to Section 13.1 and no consent or approval by Borrower is required in connection with any such assignment.


  



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14.         AMENDMENTS;
WAIVERS.


 


14.1         Amendments
and Waivers. 


 


(a)          No
amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than Bank Product
Agreements), and no consent with respect to any departure by Parent or Borrower therefrom, shall be effective unless the same shall
be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties
that are party thereto and then any such waiver or consent shall be effective, but only in the specific instance and for the specific
purpose for which given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all
of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:


 


(i)          increase
the amount of or extend the expiration date of any Commitment of any Lender,


 


(ii)         postpone
or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts
due hereunder or under any other Loan Document,


 


(iii)        reduce
the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts
payable hereunder or under any other Loan Document (except (y) in connection with the waiver of applicability of Section 2.6(c)
(which waiver shall be effective with the written consent of the Required Lenders), and (z) that any amendment or modification
of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or
a reduction of fees for purposes of this clause (iii)),


 


(iv)         amend,
modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders,


 


(v)          amend,
modify, or eliminate Section 15.11,


 


(vi)         other
than as permitted by Section 15.11, release Agent’s Lien in and to any of the Collateral,


 


(vii)        amend,
modify, or eliminate the definitions of “Required Lenders” or “Pro Rata Share”,


 


(viii)      contractually
subordinate any of Agent’s Liens,


 


(ix)         other
than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the
other Loan Documents, release Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment
or transfer by Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents,


 


(x)          amend,
modify, or eliminate any of the provisions of Section 2.4(b)(i) or (ii) or Section 2.4(e) or (f), or


  


(xi)         amend,
modify, or eliminate any of the provisions of Section 13.1 with respect to assignments to, or participations with, Persons
who are Loan Parties or their Affiliates, or


 


(b)          No
amendment, waiver, modification, or consent shall amend, modify, waive, or eliminate any provision of Section 15 pertaining
to Agent, or any other rights or duties of Agent under this Agreement or the other Loan Documents, without the written consent
of Agent, Borrower, and the Required Lenders,


 


(c)          Anything
in this Section 14.1 to the contrary notwithstanding, any amendment, modification, elimination, waiver, consent, termination,
or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship
of the Lender Group among themselves, and that does not affect the rights or obligations of Parent or Borrower, shall not require
consent by or the agreement of any Loan Party.


  



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14.2         Replacement
of Certain Lenders.


 


(a)          If
(i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all
Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required
Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim
for compensation under Section 16, then Borrower or Agent, upon at least five (5) Business Days prior irrevocable
notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement
(a “Non-Consenting Lender”) or any Lender that made a claim for compensation
(a “Tax Lender”) with one or more Replacement Lenders, and the Non-Consenting Lender or Tax Lender, as applicable,
shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender or Tax Lender, as applicable,
shall specify an effective date for such replacement, which date shall not be later than fifteen (15) Business Days after the date
such notice is given.


 


(b)          Prior
to the effective date of such replacement, the Non-Consenting Lender or Tax Lender, as applicable, and each Replacement Lender
shall execute and deliver an Assignment and Acceptance, subject only to the Non-Consenting Lender or Tax Lender, as applicable,
being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including
all interest, fees and other amounts that may be due in payable in respect thereof pursuant to the terms of this Agreement.
If the Non-Consenting Lender or Tax Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and
Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment
and Acceptance in the name or and on behalf of the Non-Consenting Lender or Tax Lender, as applicable, and irrespective of whether
Agent executes and delivers such Assignment and Acceptance, the Non-Consenting Lender or Tax Lender, as applicable, shall be deemed
to have executed and delivered such Assignment and Acceptance. The replacement of any Non-Consenting Lender or Tax Lender, as applicable,
shall be made in accordance with the terms of Section 13.1.


 


14.3         No
Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement
or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver
by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by
Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require
strict performance by Parent and Borrower of any provision of this Agreement. Agent’s and each Lender’s rights under
this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any
Lender may have.








 



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15.         AGENT;
THE LENDER GROUP. 


 


15.1         Appointment
and Authorization of Agent. Each Lender hereby designates and appoints WFGC as its agent and representative under this
Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement,
each Bank Product Provider shall be deemed to designate, appoint, and authorize) Agent to execute and deliver each of the other
Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other
Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement
or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for and
on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this Section 15. Any provision
to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties
or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed
to have any fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent.
Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents
with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect
only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by entering
into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party under
each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement,
Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights
or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement
and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents
that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long
as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting
the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any
and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim,
notices and other written agreements with respect to the Loan Documents, (c) exclusively receive, apply, and distribute payments
and proceeds of the Collateral as provided in the Loan Documents, (d) open and maintain such bank accounts and cash management
arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (e) perform,
exercise, and enforce any and all other rights and remedies of the Lender Group with respect to the Loan Parties, the Obligations,
the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (f) incur and pay such Lender Group
Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to
the Loan Documents.


 


15.2         Delegation
of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees
or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not
be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was
made without gross negligence or willful misconduct.


 


15.3         Liability
of Agent. None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own
gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders (or Bank Product Providers)
for any recital, statement, representation or warranty made by the Loan Parties, or any officer or director thereof, contained
in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided
for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of the Loan Parties
or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under
any obligation to any Lenders (or Bank Product Providers) to ascertain or to inquire as to the observance or performance of any
of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and records
or properties of Parent or its Subsidiaries.


  


15.4         Reliance
by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone
message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or
made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower or counsel
to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence
of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it
deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it
so elects, the Bank Product Providers) against any and all liability and expense that may be incurred by it by reason of taking
or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders and such request and
any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (and Bank Product Providers).


  



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15.5         Notice
of Default or Event 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, fees, and expenses required to be paid
to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless
Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event
of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt
of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any
Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be
solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action
with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9;
provided, that 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.


 


15.6         Credit
Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons has made any representation
or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Parent and its Subsidiaries
or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender (or Bank
Product Provider). Each Lender represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed
to represent) to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such due diligence,
documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of Borrower or any other Person party to a Loan Document,
and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into
this Agreement and to extend credit to Borrower. Each Lender also represents (and by entering into a Bank Product Agreement, each
Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon any Agent-Related Person
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations
as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness
of Borrower or any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required
to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender (or Bank Product
Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition
or creditworthiness of Borrower or any other Person party to a Loan Document that may come into the possession of any of the Agent-Related
Persons. Each Lender acknowledges (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to
acknowledge) that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent,
if any, that is expressly specified herein) to provide such Lender (or Bank Product Provider) with any credit or other information
with respect to Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective
of whether such information came into Agent's or its Affiliates’ or representatives’ possession before or after the
date on which such Lender became a party to this Agreement (or such Bank Product Provider entered into a Bank Product Agreement).


 



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15.7         Costs
and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary
or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including
court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs
of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums
paid to maintain the Collateral, whether or not Borrower is obligated to reimburse Agent or Lenders for such expenses pursuant
to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds
of the Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any
amounts to Lenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses by Borrower, each
Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable thereof. Whether or not the
transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent-Related
Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) from
and against any and all Indemnified Liabilities; provided, that no Lender shall be liable for the payment to any Agent-Related
Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct
nor shall any Lender be liable for the obligations of any Lender in failing to make any extension of credit hereunder. Without
limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or
out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection
with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations,
legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other
Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this
Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.


 


15.8         Agent
in Individual Capacity. WFGC and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits
from, provide Bank Products to, acquire Equity Interests in, and generally engage in any kind of banking, trust, financial advisory,
underwriting, or other business with Parent and its Subsidiaries and Affiliates and any other Person party to any Loan Document
as though WFGC were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group.
The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall
be deemed to acknowledge) that, pursuant to such activities, WFGC or its Affiliates may receive information regarding Parent or
its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Parent
or such other Person and that prohibit the disclosure of such information to the Lenders (or Bank Product Providers), and the Lenders
acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in
such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable
best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms “Lender”
and “Lenders” include WFGC in its individual capacity.


 


15.9         Successor
Agent. Agent may resign as Agent upon thirty (30) days (ten (10) days if an Event of Default has occurred and is continuing)
prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is
waived by Borrower) and without any notice to the Bank Product Providers; provided that, so long as no Event of Default
has occurred and is continuing, WFGC agrees not to resign as Agent under this Agreement except as required by applicable law. If
Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and
is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor
Agent for the Lenders (and the Bank Product Providers). If no successor Agent is appointed prior to the effective date of the resignation
of Agent, Agent may appoint, after consulting with the Lenders and Borrower, a successor Agent. If Agent has materially breached
or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to
remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is
continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event,
upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers,
and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s
appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent,
the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is thirty (30) days
following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a
successor Agent as provided for above.


 






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15.10         Lender
in Individual Capacity. Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, provide Bank Products to, acquire Equity Interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting, or other business with Parent and its Subsidiaries and Affiliates and any other Person party
to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the
Lender Group (or the Bank Product Providers). The other members of the Lender Group acknowledge (and by entering into a Bank Product
Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, such Lender and its respective
Affiliates may receive information regarding Parent or its Affiliates or any other Person party to any Loan Documents that is subject
to confidentiality obligations in favor of Parent or such other Person and that prohibit the disclosure of such information to
the Lenders, and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed
to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such
Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information
to them.


 


15.11         Collateral
Matters.


 


   (a)          The
Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed
to authorize) Agent to release any Lien on any Collateral (i) upon the payment and satisfaction in full by Borrower of all of the
Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith
and if Borrower certify to Agent that the sale or disposition is permitted under Section 6.4 (and Agent may rely conclusively
on any such certificate, without further inquiry), (iii) constituting property in which no Loan Party owned any interest at the
time Agent’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to any of the Loan Parties
under a lease that has expired or is terminated in a transaction permitted under this Agreement. The Loan Parties and the Lenders
hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize)
Agent, based upon the instruction of the Required Lenders, to (a) consent to, credit bid or purchase (either directly or through
one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the
Bankruptcy Code, including under Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or through one
or more acquisition vehicles) all or any portion of the Collateral at any sale or other disposition thereof conducted under the
provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly
or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by
Agent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase,
(i) the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable
basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation
thereof would not unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral
and, if such claims cannot be estimated without unduly delaying the ability of Agent to credit bid, then such claims shall be disregarded,
not credit bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the Lenders
and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the
proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets
so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such purchase), and
(ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities
issued by such acquisition vehicle or vehicles and in connection therewith Agent may reduce the Obligations owed to the Lenders
and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate
amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will
not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is
of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers),
or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent
or Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s
authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided,
that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s
opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien
without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations
or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained
by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. The
Lenders further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider
shall be deemed to authorize) Agent, at its option and in its sole discretion, to subordinate any
Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted
Lien secures Permitted Purchase Money Indebtedness.


 






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(b)          Agent
shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) to assure that the Collateral exists
or is owned by any of the Loan Parties or is cared for, protected, or insured or has been encumbered, or that Agent’s Liens
have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority,
or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve
is appropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or
to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents,
it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the
terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s
own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever
to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise provided herein.


 


15.12      Restrictions
on Actions by Lenders; Sharing of Payments.


 


(a)          Each
of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully
entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent
or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries now or hereafter maintained with such Lender. Each of
the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken
any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against Borrower or
any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.


  


(b)          If,
at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or
any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant
to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender’s Pro Rata Share of all such distributions
by Agent, such Lender shall promptly (A) turn the same over to Agent, in kind, and with such endorsements as may be required to
negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application
to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty,
an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall
be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such
excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded
in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing
party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the
recovery of the excess payment.


 



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15.13       Agency
for Perfection. Agent hereby appoints each other Lender (and each Bank Product Provider) as its agent (and each Lender
hereby accepts (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to accept) such appointment)
for the purpose of perfecting Agent’s Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of
the Code can be perfected by possession or control. Should any Lender obtain possession or control of any such Collateral, such
Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver possession or control of such
Collateral to Agent or in accordance with Agent’s instructions.


 


15.14       Payments
by Agent to the Lenders. All payments to be made by Agent to the Lenders (or Bank Product Providers) shall be made by bank
wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself
by written notice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof)
represents principal, premium, fees, or interest of the Obligations.


 


15.15       Concerning
the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent to enter into this
Agreement and the other Loan Documents. Each member of the Lender Group agrees (and by entering into a Bank Product Agreement,
each Bank Product Provider shall be deemed to agree) that any action taken by Agent in accordance with the terms of this Agreement
or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together
with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders (and such Bank Product
Provider).


 


15.16       Financial
Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information. By becoming a party to this
Agreement, each Lender:


 


(a)          is
deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each financial examination
report respecting Parent or its Subsidiaries (each, a “Report”) prepared by or at the request of Agent, and
Agent shall so furnish each Lender with such Reports,


 


(b)          expressly
agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and (ii)
shall not be liable for any information contained in any Report,


 


(c)          expressly
agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any
financial examination will inspect only specific information regarding Parent and its Subsidiaries and will rely significantly
upon Parent’s and its Subsidiaries’ books and records, as well as on representations of Borrower’s personnel,


 


(d)          agrees
to keep all Reports and other material, non-public information regarding Parent and its Subsidiaries and their operations, assets,
and existing and contemplated business plans in a confidential manner in accordance with Section 17.9, and


 


(e)          without
limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any other
Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying
Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender
has made or may make to Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase
of, a loan or loans of Borrower, and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing
a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys
fees and costs) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties
who might obtain all or part of any Report through the indemnifying Lender.


 






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(f)          In
addition to the foregoing, (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a
copy of any report or document provided by Parent or its Subsidiaries to Agent that has not been contemporaneously provided by
Parent or such Subsidiary to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such
Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information
from Parent or its Subsidiaries, any Lender may, from time to time, reasonably request Agent to exercise such right as specified
in such Lender’s notice to Agent, whereupon Agent promptly shall request of Borrower the additional reports or information
reasonably specified by such Lender, and, upon receipt thereof from Parent or such Subsidiary, Agent promptly shall provide a copy
of same to such Lender, and (z) any time that Agent renders to Borrower a statement regarding the Loan Account, Agent shall send
a copy of such statement to each Lender.


 


15.17         Several
Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be
executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on
the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the
respective Lenders on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed,
in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer
upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses,
or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating
to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability
to any Participant of any other Lender. Except as provided in Section 15.7, no member of the Lender Group shall have any
liability for the acts of any other member of the Lender Group. No Lender shall be responsible to Borrower or any other Person
for any failure by any other Lender (or Bank Product Provider) to fulfill its obligations to make credit available hereunder, nor
to advance for such Lender (or Bank Product Provider) or on its behalf, nor to take any other action on behalf of such Lender (or
Bank Product Provider) hereunder or in connection with the financing contemplated herein.


 


16.         WITHHOLDING
TAXES.


 


16.1         Payments.
All payments made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or
other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present
or future Indemnified Taxes, and in the event any deduction or withholding of Indemnified Taxes is required, Borrower shall comply
with the next sentence of this Section 16.1. If any Indemnified Taxes are so levied or imposed, Borrower agrees to pay the
full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due
under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.1 after withholding
or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein; provided, 
that Borrower shall not be required to increase any such amounts to the extent that the increase in such amount payable results
from Agent’s or such Lender’s own willful misconduct or gross negligence (as finally determined by a court of competent
jurisdiction). Borrower will furnish to Agent as promptly as possible after the date the payment of any Indemnified Tax is due
pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower agrees to pay any present
or future stamp, value added or documentary taxes or any other excise or property taxes, charges, or similar levies that arise
from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect
to this Agreement or any other Loan Document.


 






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16.2         Exemptions.


 


(a)             If
a Lender or Participant is entitled to claim an exemption or reduction from United States withholding tax, such Lender or Participant
agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation
only) one of the following before receiving its first payment under this Agreement:


 


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


 


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


 


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


 


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


 


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


 


(b)              Each
Lender or Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered
forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change
in circumstances which would modify or render invalid any claimed exemption or reduction.


 


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


  


(d)             If
a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells, assigns,
grants a participation in, or otherwise transfers all or part of the Obligations of Borrower to such Lender or Participant, such
Lender or Participant agrees to notify Agent (or, in the case of a sale of a participation interest, to the Lender granting the
participation only) of the percentage amount in which it is no longer the beneficial owner of the Obligations of Borrower to such
Lender or Participant. To the extent of such percentage amount, Agent will treat such Lender’s or such Participant’s
documentation provided pursuant to Section 16.2(a) or 16.2(c) as no longer valid. With respect to such percentage
amount, such Participant or Assignee may provide new documentation, pursuant to Section 16.2(a) or 16.2(c), if applicable.
Borrower agrees that each Participant shall be entitled to the benefits of this Section 16 with respect to its participation
in any portion of the Commitments and the Obligations so long as such Participant complies with the obligations set forth in this
Section 16 with respect thereto.


 



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16.3        Reductions.


 


(a)          If
a Lender or a Participant is entitled to a reduction in the applicable withholding tax, Agent (or, in the case of a Participant,
to the Lender granting the participation) may withhold from any interest payment to such Lender or such Participant an amount equivalent
to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by Section
16.2(a) or 16.2(c) are not delivered to Agent (or, in the case of a Participant, to the Lender granting the participation),
then Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment
to such Lender or such Participant not providing such forms or other documentation an amount equivalent to the applicable withholding
tax.


 


(b)          If
the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the case
of a Participant, to the Lender granting the participation) did not properly withhold tax from amounts paid to or for the account
of any Lender or any Participant due to a failure on the part of the Lender or any Participant (because the appropriate form was
not delivered, was not properly executed, or because such Lender failed to notify Agent (or such Participant failed to notify the
Lender granting the participation) of a change in circumstances which rendered the exemption from, or reduction of, withholding
tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of a Participant,
such Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly,
by Agent (or, in the case of a Participant, to the Lender granting the participation), as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of a Participant,
to the Lender granting the participation only) under this Section 16, together with all costs and expenses (including attorneys
fees and expenses). The obligation of the Lenders and the Participants under this subsection shall survive the payment of all Obligations
and the resignation or replacement of Agent.


 


16.4         Refunds.
If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which Borrower
have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is
continuing, it shall pay over such refund to Borrower (but only to the extent of payments made, or additional amounts paid, by
Borrower under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all reasonable out-of-pocket
expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with
respect to such a refund); provided, that Borrower, upon the request of Agent or such Lender, agree to repay the amount
paid over to Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than
such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder)
to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding
anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make
available its tax returns (or any other information which it deems confidential) to Borrower or any other Person.


  


17.         GENERAL
PROVISIONS.


 


17.1         Effectiveness.
This Agreement shall be binding and deemed effective when executed by Parent, Borrower, Agent, and each Lender whose signature
is provided for on the signature pages hereof.


 


17.2         Section
Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the
context, everything contained in each Section applies equally to this entire Agreement.


 


17.3         Interpretation.
Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or Parent or Borrower,
whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall
be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions
of all parties hereto.


 






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17.4         Severability
of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the
purpose of determining the legal enforceability of any specific provision.


 


17.5         Bank
Product Providers. Each Bank Product Provider shall be deemed a third party beneficiary hereof and of the provisions of
the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting. Agent hereby
agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the applicable
Bank Product Provider shall be automatically deemed to have appointed Agent as its agent and to have accepted the benefits of the
Loan Documents; it being understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents
consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and security interests (and, if applicable,
guarantees) granted to Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein.
In connection with any such distribution of payments or proceeds of Collateral, Agent shall be entitled to assume no amounts are
due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth
a reasonably detailed calculation) to Agent as to the amounts that are due and owing to it and such written certification is received
by Agent a reasonable period of time prior to the making of such distribution. Agent shall have no obligation to calculate the
amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable
from the applicable Bank Product Provider. In the absence of an updated certification, Agent shall be entitled to assume that the
amount due and payable to the applicable Bank Product Provider is the amount last certified to Agent by such Bank Product Provider
as being due and payable (less any distributions made to such Bank Product Provider on account thereof). Borrower may obtain Bank
Products from any Bank Product Provider, although Borrower is not required to do so. Borrower acknowledges and agrees that no Bank
Product Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider
is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this Agreement
or any other Loan Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder (or be
deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing
thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the
extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the
Collateral or the release of Collateral or Guarantors. 


 


17.6         Debtor-Creditor
Relationship. The relationship between the Lenders and Agent, on the one hand, and the Loan Parties, on the other hand,
is solely that of creditor and debtor. Accordingly, no member of the Lender Group has (or shall be deemed to have) any fiduciary
relationship or duty to any Loan Party arising out of or in connection with the Loan Documents or the transactions contemplated
thereby, and there is no agency or joint venture relationship between the members of the Lender Group, on the one hand, and the
Loan Parties, on the other hand, by virtue of any Loan Document or any transaction contemplated therein.


  


17.7         Counterparts;
Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties on separate
counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together,
shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other
electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.
Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also
shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall
not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document
mutatis mutandis.


 






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17.8        Revival
and Reinstatement of Obligations. If the incurrence or payment of the Obligations by Borrower or Guarantor or the transfer
to the Lender Group of any property should for any reason subsequently be asserted, or declared, to be void or voidable under any
state or federal law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances,
preferences, or other voidable or recoverable payments of money or transfers of property (each, a “Voidable Transfer”),
and if the Lender Group is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon
the advice of counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender Group is required or elects
to repay or restore, and as to all reasonable costs, expenses, and attorneys fees of the Lender Group related thereto, the liability
of Borrower and Guarantor under the Loan Documents to which it is a party automatically shall be revived, reinstated, and restored
and shall exist as though such Voidable Transfer had never been made.


 


17.9        Confidentiality.



 


(a)          Agent
and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding
Parent and its Subsidiaries, their operations, assets, and existing and contemplated business plans (“Confidential
Information”) shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by
Agent and the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for and other advisors, accountants,
auditors, and consultants to any member of the Lender Group and to employees, directors and officers
of any member of the Lender Group (the Persons in this clause (i), “Lender Group Representatives”) on a “need
to know” basis in connection with this Agreement and the transactions contemplated hereby and on a confidential basis,
(ii) to Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product Providers), provided that any
such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 17.9,
(iii) as may be required by regulatory authorities so long as such authorities are informed of
the confidential nature of such information, (iv) as may be required by statute, decision, or judicial or administrative order,
rule, or regulation; provided that (x) prior to any disclosure under this clause (iv), the disclosing party agrees to provide Borrower
with prior notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted
to provide such prior notice to Borrower pursuant to the terms of the applicable statute, decision, or judicial or administrative
order, rule, or regulation and (y) any disclosure under this clause (iv) shall be limited to the portion of the Confidential Information
as may be required by such statute, decision, or judicial or administrative order, rule, or regulation, (v)
as may be agreed to in advance in writing by Borrower, (vi) as requested or required by any Governmental Authority pursuant to
any subpoena or other legal process, provided, that, (x) prior to any disclosure under this clause
(vi) the disclosing party agrees to provide Borrower with prior written notice thereof, to the extent that it is practicable to
do so and to the extent that the disclosing party is permitted to provide such prior written notice to Borrower pursuant to the
terms of the subpoena or other legal process and (y) any disclosure under this clause (vi) shall be limited to the portion of the
Confidential Information as may be required by such Governmental Authority pursuant to such subpoena or other legal process, (vii)
as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure
by Agent or the Lenders or the Lender Group Representatives), (viii)
in connection with any assignment, participation or pledge of any Lender’s interest under this Agreement, provided that prior
to receipt of Confidential Information any such assignee, participant, or pledgee shall have agreed in writing to receive such
Confidential Information hereunder subject to the terms of this Section, (ix) in connection
with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves
claims related to the rights or duties of such parties under this Agreement or the other Loan Documents;
provided, that, prior to any disclosure to any Person (other than any Loan Party, Agent, any Lender, any of their respective
Affiliates, or their respective counsel) under this clause (ix) with respect to litigation involving any Person (other than Borrower,
Agent, any Lender, any of their respective Affiliates, or their respective counsel), the disclosing party agrees to provide Borrower
with prior written notice thereof, and (x) in connection with, and to the extent reasonably necessary for, the exercise
of any secured creditor remedy under this Agreement or under any other Loan Document.


 



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(b)          Anything
in this Agreement to the contrary notwithstanding, Agent may disclose information concerning the terms and conditions of this Agreement
and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials, with
such information to consist of deal terms and other information customarily found in such publications or marketing or promotional
materials and may otherwise use the name, logos, and other insignia of Borrower or the other Loan Parties and the Commitments provided
hereunder in any “tombstone” or other advertisements, on its website or in other marketing materials of the Agent.


 


(c)          The
Loan Parties hereby acknowledge that Agent or its Affiliates may make available to the Lenders materials or information provided
by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials
on IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and certain of the Lenders may
be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to
the Loan Parties or their securities) (each, a “Public Lender”). The Loan Parties shall be deemed to have authorized
Agent and its Affiliates and the Lenders to treat Borrower Materials marked “PUBLIC” or otherwise at any time filed
with the SEC as not containing any material non-public information with respect to the Loan Parties or their securities for purposes
of United States federal and state securities laws. All Borrower Materials marked “PUBLIC” are permitted to be made
available through a portion of the Platform designated as “Public Investor” (or another similar term). Agent and its
Affiliates and the Lenders shall be entitled to treat Borrower Materials that are not marked “PUBLIC” or that are not
at any time filed with the SEC as being suitable only for posting on a portion of the Platform not marked as “Public Investor”
(or such other similar term).


 


17.10       Survival.
All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon
by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any loans, regardless
of any investigation made by any such other party or on its behalf and notwithstanding that Agent or any Lender may have had notice
or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder,
and shall continue in full force and effect as long as the Obligations under this Agreement and the other Loan Documents are outstanding
and so long as the Commitments have not expired or terminated.


 


17.11       Patriot
Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies Borrower that pursuant to the requirements
of the Act, it is required to obtain, verify and record information that identifies Borrower, which information includes the name
and address of Borrower and other information that will allow such Lender to identify Borrower in accordance with the Patriot Act.
In addition, if Agent is required by law or regulation or internal policies to do so, it shall have the right to periodically conduct
(a) Patriot Act searches, OFAC/PEP searches, and customary individual background checks for the Loan Parties and (b) OFAC/PEP searches
and customary individual background checks for the Loan Parties’ senior management and key principals, and Borrower agrees
to cooperate in respect of the conduct of such searches and further agrees that the reasonable costs and charges for such searches
shall constitute Lender Group Expenses hereunder and be for the account of Borrower.


  


17.12       Integration.
This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the
transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the
date hereof. The foregoing to the contrary notwithstanding, all Bank Product Agreements, if any, are independent agreements governed
by the written provisions of such Bank Product Agreements, which will remain in full force and effect, unaffected by any repayment,
prepayments, acceleration, reduction, increase, or change in the terms of any credit extended hereunder, except as otherwise expressly
provided in such Bank Product Agreement.


 



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17.13         Parent
as Agent for Borrower. Borrower hereby irrevocably appoints Parent as Borrower’s agent and attorney-in-fact for Borrower
(the “Borrower’s Administrator”) which appointment shall remain in full force and effect unless and until
Agent shall have received prior written notice signed by Borrower that such appointment has been revoked. Borrower hereby irrevocably
appoints and authorizes Borrower’s Administrator (a) to provide Agent with all notices and instructions under this Agreement
(and any notice or instruction provided by Borrower’s Administrator shall be deemed to be given by Borrower hereunder and
shall bind Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided
by any member of the Lender Group shall be deemed to have been given to Borrower if it is given to Borrower’s Administrator),
(c) to request Revolving Loans for Borrower, and (d) to exercise such other powers as are reasonably incidental thereto to carry
out the purposes of this Agreement. Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and
hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against
the Lender Group by Borrower or by any third party whosoever, arising from or incurred by reason of the Lender Group’s relying
on any notices or instructions of Borrower’s Administrator, except that Borrower will have no liability to
the relevant Agent-Related Person or Lender-Related Person under this Section 17.13 with respect to any liability that has
been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct
of such Agent-Related Person or Lender-Related Person, as the case may be.


 


[Signature pages to follow.]


 



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


 


	PARENT:	NEVADA GOLD & CASINOS, INC.,
	 	a Nevada corporation
	 	 
	 	By:	/s/ Robert B. Sturges
	 	Name:	Robert B. Sturges
	 	Title:	CEO
	 	 
	BORROWER:	A.G. TRUCANO, SON & GRANDSONS, INC.,
	 	a South Dakota corporation
	 	 
	 	By:	/s/ Robert B. Sturges
	 	Name:	Robert B. Sturges
	 	Title:	President


 



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	AGENT AND LENDERS:	
        WELLS FARGO GAMING CAPITAL, LLC,

        a Delaware limited liability company, as Agent and as a Lender

	 	 
	 	By:	/s/ Everardo Gomez
	 	Name:	Everardo Gomez
	 	 	Its Authorized Signatory


 



    	- 2 -



    	 



    

  


Schedule 1.1


 


As used in the Agreement,
the following terms shall have the following definitions:


 


“Accounting
Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or
opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto
or any agency with similar functions).


 


“Additional
Documents” has the meaning specified therefor in Section 5.12 of the Agreement.


 


“Administrative
Questionnaire” has the meaning specified therefor in Section 13.1(a) of the Agreement.


 


“Affected Lender”
has the meaning specified therefor in Section 2.13(b) of the Agreement.


 


“Affiliate”
means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person.
For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries,
of the power to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract,
or otherwise; provided, that, for purposes of Section 6.10 of the Agreement: (a) any Person which owns directly or
indirectly 10% or more of the Equity Interests having ordinary voting power for the election of directors or other members of the
governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited
partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall
be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an
Affiliate of such Person.


 


“Agent”
has the meaning specified therefor in the preamble to the Agreement.


 


“Agent-Related
Persons” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.


 


“Agent’s
Account” means the Deposit Account of Agent identified on Schedule A-1 to the Agreement (or such other Deposit
Account of Agent that has been designated as such, in writing, by Agent to Borrowers and the Lenders).


 


“Agent’s
Liens” means the Liens granted by the Loan Parties to Agent under the Loan Documents.


 


“Agreement”
means the Credit Agreement to which this Schedule 1.1 is attached.


 


“Application
Event” means the occurrence of (a) a failure by Borrower to repay all of the Obligations in full on the Maturity Date,
or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral
be applied pursuant to Section 2.4(b)(ii) of the Agreement.


 



    	 



    	 



    

 


“Assignee”
has the meaning specified therefor in Section 13.1(a) of the Agreement.


 


“Assignment
and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 to the Agreement.


 


“Authorized
Person” means any one of the individuals identified on Schedule A-2 to the Agreement, as such schedule is updated
from time to time by written notice from Borrower to Agent.


 


“Bank Product”
means any one or more of the following financial products or accommodations extended to a Loan Party by a Bank Product Provider:
(a) credit cards (including commercial credit cards (including so-called “procurement cards” or “P-cards”)),
(b) credit card processing services, (c) debit cards, (d) stored value cards, (e) Cash Management Services, or (f) transactions
under Hedge Agreements.


 


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


 


“Bank Product
Collateralization” means providing cash collateral (pursuant to documentation reasonably satisfactory to Agent) to be
held by Agent for the benefit of the Bank Product Providers (other than the Hedge Providers) in an amount determined by Agent as
sufficient to satisfy the reasonably estimated credit exposure with respect to the then existing Bank Product Obligations (other
than Hedge Obligations).


 


“Bank Product
Obligations” means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by a Loan Party
to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of
money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, (b) all Hedge
Obligations, and (c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Agent or
such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product
Provider with respect to the Bank Products provided by such Bank Product Provider to a Loan Party.


 


“Bank Product
Provider” means Wells Fargo or any of its Affiliates (including WFGC).


 


“Bankruptcy
Code” means title 11 of the United States Code, as in effect from time to time.


 


“Base Rate”
means the greatest of (a) two and one-half percent (2.50%) per annum, (b) the Federal Funds Rate plus one-half percent (1/2%),
(c) the LIBOR Rate (which rate shall be calculated based upon an interest period of one (1) month and shall be determined on a
daily basis), plus one (1) percentage point, and (d) the 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.


 



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“Base Rate Loan”
means each portion of the Revolving Loans that bears interest at a rate determined by reference to the Base Rate.


 


“Base Rate Margin”
means three and one-half percent (3.50%) per annum.


 


“Benefit Plan”
means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which Parent or any of its Subsidiaries or
ERISA Affiliates has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.


 


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


 


“Board of Governors”
means the Board of Governors of the Federal Reserve System of the United States (or any successor).


 


“Borrower”
has the meaning specified therefor in the preamble to the Agreement.


 


“Borrower Materials”
has the meaning specified therefor in Section 17.9(c) of the Agreement.


 


“Borrower’s
Administrator” has the meaning specified therefor in Section 17.13 of the Agreement.


 


“Borrowing”
means a borrowing consisting of Revolving Loans made on the same day by the Lenders (or Agent on behalf thereof) or by Agent in
the case of a Protective Advance.


 


“Business Day”
means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state of California.


 


“Capitalized
Lease Obligation” means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance
with GAAP.


 


“Capital Lease”
means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.


 


“Cash Equivalents”
means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency
thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition
thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision
of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the
time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”)
or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more than two hundred
and seventy (270) days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from
S&P or at least P-1 from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’
acceptances maturing within one (1) year from the date of acquisition thereof issued by any bank organized under the laws of the
United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date
of acquisition thereof combined capital and surplus of not less than $1,000,000,000, (e) Deposit Accounts maintained with
(i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the
United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit
Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition
or recognized securities dealer having combined capital and surplus of not less than $1,000,000,000, having a term of not more
than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities
of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying
the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested
in the types of assets described in clauses (a) through (g) above.


 



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


 


“CFC”
means a controlled foreign corporation (as that term is defined in the IRC).


 


“Change of Control”
means that:


 


(a) any Person or two
or more Persons acting in concert shall have acquired beneficial ownership, directly or indirectly, of Equity Interests of Parent
(or other securities convertible into such Equity Interests) representing 30% or more of the combined voting power of all Equity
Interests of Parent entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Board
of Directors of Parent;


 


(c) any Person or two
or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement
that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling
influence over the management or policies of Parent or control over the Equity Interests of such Person entitled to vote for members
of the Board of Directors of Parent on a fully-diluted basis (and taking into account all such Equity Interests that such Person
or group has the right to acquire pursuant to any option right) representing 30% or more of the combined voting power of such Equity
Interests; or


 


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


 


(e) the failure at any
time of Parent to legally and beneficially own and control 100% of the issued and outstanding shares of Equity Interests of each
Loan Party or the failure at any time of Parent to have the ability to elect all of the member of the Board of Directors of each
Borrower.


 


“Closing Date”
means the date of the making of the initial Revolving Loans under the Agreement.


 



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“Code”
means the California Uniform Commercial Code, as in effect from time to time.


 


“Collateral”
means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by any of the Loan Parties in or
upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents.


 


“Commitment”
means, with respect to each Lender, its Commitment and, with respect to all Lenders, their Commitments, in each case as such Dollar
amounts are set forth beside such Lender’s name on Schedule C-1 to the Agreement or in the Assignment and Acceptance
pursuant to which such Lender became a Lender under the Agreement; provided that the aggregate amount of the Commitments
shall automatically and without any action by any party hereto reduce by $500,000 on the last day of July of each fiscal year prior
to the Maturity Date, $400,000 on the last day of August of each fiscal year prior to the Maturity Date, $175,000 on the last day
of September of each fiscal year prior to the Maturity Date, $125,000 on the last day of October of each fiscal year prior to the
Maturity Date, $100,000 on the last day of each of November, December, January, February, and March of each fiscal year prior to
the Maturity Date (with such Commitment reductions being applied to each Lender’s Commitment proportionately in accordance
with its ratable share of the decrease), and shall increase from $0 back to the amount set forth beside such Lender’s name
on Schedule C-1 to the Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender under
the Agreement on the first day of June of each fiscal year prior to the Maturity Date; provided further that the aggregate
amount of the Commitments as of any date of determination shall be decreased by the amount of reductions in the Commitments made
by Borrower in accordance with Section 2.4(c) of the Agreement.


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit C-1 to the Agreement delivered by the chief
financial officer of Borrowers’ Administrator to Agent.


 


“Confidential
Information” has the meaning specified therefor in Section 17.9(a) of the Agreement.


 


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


 


“Control Agreement”
means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by a Loan Party, Agent,
and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account).


 


“Copyright Security
Agreement” has the meaning specified therefor in the Guaranty and Security Agreement.


 



    	-5-



    	 



    

 


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


 


“Defaulting
Lender” means any Lender that (a) has failed to fund any amounts required to be funded by it under the Agreement on the
date that it is required to do so under the Agreement, (b) notified the Borrower, Agent, or any Lender in writing that it does
not intend to comply with all or any portion of its funding obligations under the Agreement, (c) has made a public statement to
the effect that it does not intend to comply with its funding obligations under the Agreement or under other agreements generally
(as reasonably determined by Agent) under which it has committed to extend credit, (d) failed, within 1 Business Day after written
request by Agent, to confirm that it will comply with the terms of the Agreement relating to its obligations to fund any amounts
required to be funded by it under the Agreement, (e) otherwise failed to pay over to Agent or any other Lender any other amount
required to be paid by it under the Agreement on the date that it is required to do so under the Agreement, or (f) (i) becomes
or is insolvent or has a parent company that has become or is insolvent or (ii) becomes the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, or custodian or appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that
has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian appointed
for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding
or appointment.


 


“Deposit Account”
means any deposit account (as that term is defined in the Code).


 


“Designated
Account” means the Deposit Account of Borrowers identified on Schedule D-1 to the Agreement (or such other Deposit
Account of Borrowers located at Designated Account Bank that has been designated as such, in writing, by Borrowers to Agent).


 


“Designated
Account Bank” has the meaning specified therefor in Schedule D-1 to the Agreement (or such other bank that is
located within the United States that has been designated as such, in writing, by Borrowers to Agent).


 


“Disbursement
Agreement” means a disbursement agreement, dated as of even date herewith, in form and substance reasonably satisfactory
to Agent, executed and delivered by each Loan Party and Agent.


 


“Disqualified
Equity Interests” shall mean any Equity Interest that, by its terms (or by the terms of any security or other Equity
Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures
or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise
(except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a
change of control or asset sale event shall be subject to the prior repayment in full of the Revolving Loans and all other Obligations
that are accrued and payable), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests),
in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable
for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the
date that is 180 days after the Maturity Date.


 


“Dollars”
or “$” means United States dollars.


 



    	-6-



    	 



    

 


“Environmental
Action” means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial
or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party
involving violations of Environmental Laws or releases of Hazardous Materials (a) from any assets, properties, or businesses of
any Loan Part, or any of its predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities
which received Hazardous Materials generated by any Loan Party or any of its predecessors in interest.


 


“Environmental
Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code,
binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and
in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order,
consent decree or judgment, in each case, to the extent binding on any Loan Party, relating to the environment, the effect of the
environment on employee health, or Hazardous Materials, in each case as amended from time to time.


 


“Environmental
Liabilities” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable
fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines,
penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental
Authority or any third party, and which relate to any Environmental Action.


 


“Environmental
Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.


 


“Equipment”
means equipment (as that term is defined in the Code).


 


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


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.


 


“ERISA Affiliate”
means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of Parent or
its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by
the same employer as the employees of Parent or its Subsidiaries under IRC Section 414(c), (c) solely for purposes of Section 302
of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which
Parent or any of its Subsidiaries is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and
Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with Parent or any of its Subsidiaries and
whose employees are aggregated with the employees of Parent or its Subsidiaries under IRC Section 414(o).


 


“Event of Default”
has the meaning specified therefor in Section 8 of the Agreement.


 



    	-7-



    	 



    

 


“Exchange Act”
means the Securities Exchange Act of 1934, as in effect from time to time.


 


“Excluded Subsidiaries”
means CGC Holdings LLC, CGE Assets, Inc., Nevada Gold BVR, L.L.C., Gold Mountain Development, LLC, Nevada Gold Speedway, the Immaterial
Subsidiaries, NG Washington, LLC, NG Washington II, LLC, NG Washington II Holdings, LLC and NG Washington III, LLC and “Excluded
Subsidiary” means any one of them.


 


“Excluded Taxes”
means (i) any tax imposed on the net income or net profits of any Lender or any Participant (including any branch profits taxes),
in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or
such Participant is organized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender’s
or such Participant’s principal office is located in each case as a result of a present or former connection between such
Lender or such Participant and the jurisdiction or taxing authority imposing the tax (other than any such connection arising solely
from such Lender or such Participant having executed, delivered or performed its obligations or received payment under, or enforced
its rights or remedies under this Agreement or any other Loan Document); (ii) taxes resulting from a Lender’s or a Participant’s
failure to comply with the requirements of Section 16.2 of this Agreement, and (iii) any United States federal withholding
taxes that would be imposed on amounts payable to a Foreign Lender based upon the applicable withholding rate in effect at the
time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except that Taxes shall
include (A) any amount that such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section
16.1 of this Agreement, if any, with respect to such withholding tax at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office), and (B) additional United States federal withholding taxes that may be imposed
after the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), as a result of a change
in law, rule, regulation, order or other decision with respect to any of the foregoing by any Governmental Authority.


 


“Federal Funds
Rate” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three
Federal funds brokers of recognized standing selected by it.


 


“Foreign Lender”
means any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30).


 


“Funding Date”
means the date on which a Borrowing occurs.


 


“Funding Losses”
has the meaning specified therefor in Section 2.12(b)(ii) of the Agreement.


 


“GAAP”
means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.


 



    	-8-



    	 



    

 


“Gaming Authority”
means the South Dakota Commission on Gaming, and any agency, authority, board, bureau, commission, department, office or instrumentality
of any nature whatsoever of the United States or foreign government (including Native American governments), any state, province
or city or other political subdivision thereof, whether now or hereafter existing, or any officer or official thereof, including
any other agency with authority to regulate any gaming operation (or proposed gaming operation) owned, managed or operated by Parent
or any of its Subsidiaries.


 


“Gaming Laws”
means all applicable federal, state and local laws, rules and regulations pursuant to which any Gaming Authority possesses regulatory,
licensing or permit authority over the ownership or operation of gaming facilities within the States of Nevada and South Dakota,
including SDCL Chapter 42-7B.


 


“Gaming License”
means any finding of suitability, registration, license, franchise, or other finding of qualification, or other approval or authorization
required to own, lease, operate or otherwise conduct or manage gaming activities in any state or jurisdiction in which Parent or
any of its Subsidiaries conduct business (including all such licenses granted by any Gaming Authority, and the rules and regulations
promulgated thereunder), and all applicable Liquor Licenses.


 


“Governing Documents”
means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of
such Person.


 


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


 


“Guarantors”
means (a) Parent, (b) NG South Dakota, and (c) each other Person that becomes a guarantor after the Closing Date pursuant to Section
5.11 of the Agreement.


 


“Guaranty and
Security Agreement” means a guaranty and security agreement, dated as of even date with the Agreement, in form and substance
reasonably satisfactory to Agent, executed and delivered by Borrower and each of the Guarantors to Agent.


 


“Hazardous Materials”
means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as
“hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,”
or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum
derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated
with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances
or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric
fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.


 


“Hedge Agreement”
means a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code.


 


“Hedge Obligations”
means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising,
of Parent or its Subsidiaries arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one
or more of the Hedge Providers.


 



    	-9-



    	 



    

 


“Hedge Provider”
means Wells Fargo or any of its Affiliates.


 


“Immaterial
Subsidiaries” means Nevada Gold Vicksburg, LLC, Nevada Gold NY, Inc., Nevada Gold Management Services, Inc., NG Washington
IV, LLC, Texas City Limits, LLC, Gold River, LLC, and Black Hawk Gold, Ltd. and “Immaterial Subsidiary” means
any one of them.


 


“Indebtedness”
as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers
acceptances, or other financial products, (c) all obligations of such Person as a lessee under Capital Leases, (d) all obligations
or liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is
assumed, (e) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables incurred in
the ordinary course of business and repayable in accordance with customary trade practices and, for the avoidance of doubt, other
than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses), (f) all monetary obligations
of such Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such
Person if the Hedge Agreement were terminated on the date of determination), (g) any Disqualified Equity Interests of such Person,
and (h) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed,
co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses
(a) through (g) above. For purposes of this definition, (i) the amount of any Indebtedness represented by a guaranty or other similar
instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount
for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the
amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset
shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable, the fair market
value of such assets securing such obligation.


 


“Indemnified
Liabilities” has the meaning specified therefor in Section 10.3 of the Agreement.


 


“Indemnified
Person” has the meaning specified therefor in Section 10.3 of the Agreement.


 


“Indemnified
Taxes” means, any Taxes other than Excluded Taxes.


 


“Insolvency
Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under
any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria,
compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.


 


“Intercompany
Subordination Agreement” means an intercompany subordination agreement, dated as of even date with the Agreement, executed
and delivered by Parent, each of the other Loan Parties, and Agent, the form and substance of which is reasonably satisfactory
to Agent.


 



    	-10-



    	 



    

 


“Investment”
means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans,
guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of
such Person made in the ordinary course of business, and (b) bona fide accounts receivable arising in the ordinary course
of business), or acquisitions of Indebtedness, Equity Interests, or all or substantially all of the assets of such other Person
(or of any division or business line of such other Person), and any other items that are or would be classified as investments
on a balance sheet prepared in accordance with GAAP. The amount of any Investment shall be the original cost of such Investment
plus the cost of all additions thereto, without any adjustment for increases or decreases in value, or write-ups, write-downs,
or write-offs with respect to such Investment.


 


“IRC”
means the Internal Revenue Code of 1986, as in effect from time to time.


 


“Lender”
has the meaning set forth in the preamble to the Agreement, and shall also include any other Person made a party to the Agreement
pursuant to the provisions of Section 13.1 of the Agreement and “Lenders” means each of the Lenders or
any one or more of them.


 


“Lender Group”
means each of the Lenders and Agent, or any one or more of them.


 


“Lender Group
Expenses” means all (a) costs or expenses (including taxes and insurance premiums) required to be paid by the Loan Parties
under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) reasonable documented out-of-pocket
fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with Parent or its Subsidiaries
under any of the Loan Documents, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication,
public record searches, filing fees, recording fees, publication, appraisal (including periodic collateral appraisals or business
valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement), real estate
surveys, real estate title policies and endorsements, and environmental audits, (c) Agent's customary fees and charges (as adjusted
from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of any Borrower (whether
by wire transfer or otherwise), together with any reasonable out-of-pocket costs and expenses incurred in connection therewith,
(d) customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (e) reasonable
documented out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision
of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving,
storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of
whether a sale is consummated, (f) financial examination, appraisal, electronic reporting, and valuation fees and expenses (including
travel, meals, and lodging) of Agent related to any inspections, financial examinations, appraisals, or valuation to the extent
of the fees and charges (and up to the amount of any limitation) provided in Section 2.10 of the Agreement, (g) Agent’s
reasonable costs and expenses (including reasonable documented attorneys fees and expenses) relative to third party claims or any
other lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection
with the transactions contemplated by the Loan Documents, Agent’s Liens in and to the Collateral, or the Lender Group’s
relationship with Parent or any of its Subsidiaries, (h) Agent’s reasonable documented costs and expenses (including reasonable
documented attorneys fees and due diligence expenses) incurred in advising, structuring, drafting, reviewing, administering (including
travel, meals, and lodging), syndicating, or amending, waiving, or modifying the Loan Documents, and (i) Agent’s and each
Lender’s reasonable documented costs and expenses (including reasonable documented attorneys, accountants, consultants, and
other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other
advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency
Proceeding concerning Parent or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending
the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action
or any Remedial Action with respect to the Collateral.


 



    	-11-



    	 



    

 


“Lender Group
Representatives” has the meaning specified therefor in Section 17.9 of the Agreement.


 


“Lender-Related
Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors,
employees, attorneys, and agents.


 


“LIBOR Rate”
means the greater of (a) 0.25 percent per annum, and (b) the rate per annum rate appearing on Macro*World’s (www.mworld.com;
the “Service”) Page BBA LIBOR - USD (or on any successor or substitute page of such Service, or any successor
to or substitute for such Service) two (2) Business Days prior to the commencement of the applicable interest period, which determination
shall be conclusive in the absence of manifest error.


 


“Lien”
means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien
(statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement
of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a
lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of
the foregoing.


 


“Liquor Authority”
means South Dakota Department of Revenue, and any agency, authority, board, bureau, commission, department, office or instrumentality
or any nature whatsoever of the United States or foreign government, any state, province or any city or other political subdivision,
whether now or hereafter existing, or any officer or official thereof, including without limitation, any other agency with authority
to regulate the sale or distribution of alcoholic beverages (or proposed sale or distribution of alcoholic beverages) by Parent
or any of its Subsidiaries.


 


“Liquor Laws”
means the statutes regarding the sale and distribution of alcoholic beverages enforced by any Liquor Authority and the rules and
regulations governing any Liquor Authority, including SDCL Title 35.


 


“Liquor License”
means any license, permit, registration, qualification or other approval required to sell, dispense or distribute alcoholic beverages
under the Liquor Laws. 


 


“Loan Account”
has the meaning specified therefor in Section 2.9 of the Agreement.


 


“Loan Documents”
means the Agreement, the Control Agreements, any Copyright Security Agreement, the Disbursement Agreement, the Guaranty and Security
Agreement, the Intercompany Subordination Agreement, the Intercreditor Agreement, the Mortgages, any Patent Security Agreement,
any Trademark Security Agreement, any note or notes executed by any Borrower in connection with the Agreement and payable to any
member of the Lender Group, and any other instrument or agreement entered into, now or in the future, by any Loan Party and any
member of the Lender Group in connection with the Agreement.


 



    	-12-



    	 



    

 


“Loan Party”
means Borrower or any Guarantor.


 


“Management
Agreement” means the Management Agreement, dated as of June 26, 2012, by and between Borrower and Parent.


 


“Margin Stock”
as defined in Regulation U of the Board of Governors as in effect from time to time.


 


“Material Adverse
Effect” means (a) a material adverse effect in the business, operations, results of operations, assets, liabilities or
financial condition of the Loan Parties, taken as a whole, (b) a material impairment of the Loan Parties’ ability to perform
their obligations under the Loan Documents to which they are parties or of the Lender Group’s ability to enforce the Obligations
or realize upon the Collateral (other than as a result of as a result of an action taken or not taken that is solely in the control
of Agent), or (c) a material impairment of the enforceability or priority of Agent’s Liens with respect to all or a material
portion of the Collateral as a result of an action or failure to act on the part of any Loan Party.


 


“Maturity Date”
means March 31, 2013 unless the holder of the Indebtedness under the Trucano Documents has agreed in a writing delivered to Agent
to the extension of such date (in which case the Maturity Date shall be such date that such holder of the Indebtedness has agreed
to in such writing delivered to Agent); provided that the Maturity Date shall in no event be later than October 7, 2014.


 


“Maximum Revolver
Amount” means $1,700,000; provided that the Maximum Revolver Amount shall automatically and without any action
by any party hereto reduce by $500,000 on the last day of July of each fiscal year prior to the Maturity Date, $400,000 on the
last day of August of each fiscal year prior to the Maturity Date, $175,000 on the last day of September of each fiscal year prior
to the Maturity Date, $125,000 on the last day of October of each fiscal year prior to the Maturity Date, $100,000 on the last
day of each of November, December, January, February, and March of each fiscal year prior to the Maturity Date, and shall increase
from $0 back to $1,700,000 on the first day of June of each fiscal year prior to the Maturity Date; provided further that
the Maximum Revolver Amount as of any date of determination shall be decreased by the amount of reductions in the Commitments made
by Borrower in accordance with Section 2.4(c) of the Agreement.


 


“Moody’s”
has the meaning specified therefor in the definition of Cash Equivalents.


 


“Mortgages”
means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by
one of the Loan Parties in favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber real property
collateral.


 


“Nevada Gold
Speedway” means Nevada Gold Speedway, LLC, a Nevada limited liability company.


 


“NG South Dakota”
means NG South Dakota, LLC, a South Dakota limited liability company.


 



    	-13-



    	 



    

 


“Non-Consenting
Lender” has the meaning specified therefor in Section 14.2(a) of the Agreement.


 


“Obligations”
means (a) all loans (including the Revolving Loans and Protective Advances), debts, principal, interest (including any interest
that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part
as a claim in any such Insolvency Proceeding), premiums, liabilities (including all amounts charged to the Loan Account pursuant
to the Agreement), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter),
Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless
of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, and all covenants
and duties of any other kind and description owing by any Loan Party arising out of, under, pursuant to, in connection with, or
evidenced by the Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct
or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid
when due and all other expenses or other amounts that Borrower is required to pay or reimburse by the Loan Documents or by law
or otherwise in connection with the Loan Documents, and (b) all Bank Product Obligations. Without limiting the generality of the
foregoing, the Obligations of Borrowers under the Loan Documents include the obligation to pay (i) the principal of the Revolving
Loans, (ii) interest accrued on the Revolving Loans, (iii) Lender Group Expenses, (iv) fees payable under the Agreement or any
of the other Loan Documents, and (v) indemnities and other amounts payable by any Loan Party under any Loan Document. Any reference
in the Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications,
renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.


 


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


 


“Originating
Lender” has the meaning specified therefor in Section 13.1(e) of the Agreement.


 


“Parent”
has the meaning specified therefor in the preamble to the Agreement.


 


“Participant”
has the meaning specified therefor in Section 13.1(e) of the Agreement.


 


“Participant
Register” has the meaning set forth in Section 13.1(i) of the Agreement.


 


“Patent Security
Agreement” has the meaning specified therefor in the Guaranty and Security Agreement.


 


“Patriot Act”
has the meaning specified therefor in Section 4.13 of the Agreement.


 


“Permitted
Acquisition” means any acquisition by a Loan Party that is expressly permitted pursuant to the Term Loan Documents.


 



    	-14-



    	 



    

 


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


 


“Permitted Dispositions”
means:


 


(a) sales, abandonment,
or other dispositions of Equipment that is substantially worn, damaged, or obsolete or no longer used or useful in the ordinary
course of business and leases or subleases of Real Property not useful in the conduct of the business of the Loan Parties,


 


(b) sales of inventory
to buyers in the ordinary course of business,


 


(c) the use or transfer
of money or Cash Equivalents in a manner that is not prohibited by the terms of the Agreement or any other Loan Documents,


 


(d) the licensing, on
a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,


 


(e) the granting of Permitted
Liens,


 


(f) the sale or discount,
in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the
compromise or collection thereof,


 


(g) any involuntary loss,
damage or destruction of property,


 


(h) any involuntary condemnation,
seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property,


 


(i) the leasing or subleasing
of assets of the Loan Parties in the ordinary course of business,


 


(j) the sale or issuance
of Equity Interests (other than Disqualified Equity Interests) of Parent,


 


(k) (i) the lapse of
registered patents, trademarks, copyrights and other intellectual property of the Loan Parties to the extent not economically desirable
in the conduct of their business or (ii) the abandonment of patents, trademarks, copyrights, or other intellectual property rights
in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights
are not for any proprietary software that is material to generating revenue for the Loan Parties, and (B) such lapse is not materially
adverse to the interests of the Lender Group,


 


(l) the making of Restricted
Payments that are expressly permitted to be made pursuant to the Agreement,


 


(m) the making of Permitted
Investments, and


 


(n) so long as no Event
of Default has occurred and is continuing or would immediately result therefrom, transfers of assets (i) from Parent or any of
its Subsidiaries (other than a Borrower) to a Loan Party (other than Parent), and (ii) from any Subsidiary of Parent that is not
a Loan Party to any other Subsidiary of Parent,


 



    	-15-



    	 



    

 


(o) dispositions of assets
acquired by any Loan Party pursuant to a Permitted Acquisition consummated within twelve (12) months of the date of the proposed
disposition so long as (i) the consideration received for the assets to be so disposed is at least equal to the fair market value
of such assets, (ii) the assets to be so disposed are not necessary or economically desirable in connection with the business of
the Loan Parties, and (iii) the assets to be so disposed are readily identifiable as assets acquired pursuant to the subject Permitted
Acquisition, and


 


(p) sales or dispositions
of assets (other than Equity Interests of Subsidiaries of Parent that are Loan Parties) not otherwise permitted in clauses (a)
through (o) above so long as made at fair market value and the aggregate fair market value of all assets disposed of in fiscal
year (including the proposed disposition) would not exceed $100,000.


 


“Permitted Indebtedness”
means:


 


(a) Indebtedness evidenced
by the Agreement or the other Loan Documents,


 


(b) Indebtedness set
forth on Schedule 4.14 to the Agreement and any Refinancing Indebtedness in respect of such Indebtedness,


 


(c) Permitted Purchase
Money Indebtedness and any Refinancing Indebtedness in respect of such Indebtedness,


 


(d) endorsement of instruments
or other payment items for deposit,


 


(e) Indebtedness consisting
of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds,
bid bonds, appeal bonds, completion guarantee and similar obligations; and (ii) unsecured guarantees arising with respect to customary
indemnification obligations to purchasers in connection with Permitted Dispositions,


 


(f) unsecured Indebtedness
of Parent or one of its Subsidiaries that is incurred on the date of the consummation of a Permitted Acquisition solely for the
purpose of consummating such Permitted Acquisition so long as (i) no Event of Default has occurred and is continuing or would result
therefrom, (ii) such unsecured Indebtedness is not incurred for working capital purposes, (iii) such unsecured Indebtedness does
not mature prior to the date that is 12 months after the Maturity Date, (iv) such unsecured Indebtedness does not amortize until
12 months after the Maturity Date, (v) such unsecured Indebtedness does not provide for the payment of interest thereon in cash
or Cash Equivalents prior to the date that is 12 months after the Maturity Date, and (vi) such Indebtedness is subordinated in
right of payment to the Obligations on terms and conditions reasonably satisfactory to Agent,


 


(g) Indebtedness incurred
in the ordinary course of business under performance, surety, statutory, or appeal bonds,


 


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


 



    	-16-



    	 



    

 


(i) the incurrence by
Parent or its Subsidiaries of Indebtedness under Hedge Agreements that are incurred for the bona fide purpose of hedging the interest
rate, commodity, or foreign currency risks associated with Parent’s and its Subsidiaries’ operations and not for speculative
purposes,


 


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


 


(k) unsecured Indebtedness
of Parent owing to former employees, officers, or directors (or any spouses, ex-spouses, or estates of any of the foregoing) incurred
in connection with the repurchase by Parent of the Equity Interests of Parent that has been issued to such Persons, so long as
(i) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Indebtedness, (ii)
the aggregate amount of all such Indebtedness outstanding at any one time does not exceed $100,000, and (iii) such Indebtedness
is subordinated to the Obligations on terms and conditions reasonably acceptable to Agent,


 


(l) contingent liabilities
in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar obligation of Parent or the
applicable Loan Party incurred in connection with the consummation of one or more Permitted Acquisitions,


 


(m) Indebtedness composing
Permitted Investments,


 


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


 


(o) accrual of interest,
accretion or amortization of original issue discount, or the payment of interest in kind, in each case, on Indebtedness that otherwise
constitutes Permitted Indebtedness,


 


(p) Indebtedness of Parent
and its Subsidiaries incurred under the Term Loan Documents,


 


(q) Indebtedness expressly
permitted pursuant to the Term Loan Documents, and


 


(r) any other unsecured
Indebtedness incurred by Parent or any of its Subsidiaries in an aggregate outstanding amount not to exceed $100,000 at any one
time.


 


“Permitted Intercompany
Advances” means:


 


(a) loans or advances
made by a Loan Party to another Loan Party other than Parent,


 


(b) loans or advances
made by a Subsidiary of Parent that is not a Loan Party to another Subsidiary of Parent that is not a Loan Party,


 


(c) loans or advances
made by a Subsidiary of Parent that is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany
Subordination Agreement,


 


(d) loans or advances
expressly permitted pursuant to the Term Loan Documents.


 



    	-17-



    	 



    

 


“Permitted Investments”
means:


 


(a) Investments in cash
and Cash Equivalents,


 


(b) Investments in negotiable
instruments deposited or to be deposited for collection in the ordinary course of business,


 


(c) advances made in
connection with purchases of goods or services in the ordinary course of business,


 


(d) Investments received
in settlement of amounts due to any Loan Party effected in the ordinary course of business or owing to any Loan Party as a result
of Insolvency Proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan Party,


 


(e) Investments owned
by any Loan Party on the Closing Date and set forth on Schedule P-1 to the Agreement,


 


(f) guarantees permitted
under the definition of Permitted Indebtedness,


 


(g) Permitted Intercompany
Advances,


 


(h) Equity Interests
or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to a Loan
Party (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such
Indebtedness or claims,


 


(i) deposits of cash
made in the ordinary course of business to secure performance of operating leases,


 


(j) (i) non-cash loans
and advances to employees, officers, and directors of Parent or any of the other Loan Parties for the purpose of purchasing Equity
Interests in Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in Parent,
and (ii) loans and advances to employees and officers of Parent or any of the other Loan Parties in the ordinary course of business
for any other business purpose and in an aggregate amount not to exceed $100,000 at any one time,


 


(k) Permitted Acquisitions,


 


(l) Investments in the
form of capital contributions and the acquisition of Equity Interests made by any Loan Party in any other Loan Party (other than
the acquisition of Equity Interests of Parent),


 


(m) Investments resulting
from entering into (i) Bank Product Agreements, or (ii) agreements relative to Indebtedness that is permitted under clause (j)
of the definition of Permitted Indebtedness,


 


(n) Investments held
by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection
with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition, and


 



    	-18-



    	 



    

 


(p) so long as no Event
of Default has occurred and is continuing or would result therefrom, any other Investments in an aggregate amount not to exceed
$100,000 during the term of the Agreement.


 


“Permitted Liens”
means


 


(a) Liens granted to,
or for the benefit of, Agent to secure the Obligations,


 


(b) Liens for unpaid
taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do not have priority
over Agent’s Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Protests,


 


(c) judgment Liens arising
solely as a result of the existence of judgments, orders, or awards that do not constitute an Event of Default under Section
8.3 of the Agreement,


 


(d) Liens set forth on
Schedule P-2 to the Agreement; provided, that to qualify as a Permitted Lien, any such Lien described on Schedule
P-2 to the Agreement shall only secure the Indebtedness that it secures on the Closing Date and any Refinancing Indebtedness
in respect thereof,


 


(e) the interests of
lessors under operating leases and non-exclusive licensors under license agreements,


 


(f) purchase money Liens
or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness
and so long as (i) such Lien attaches only to the asset purchased or acquired and the proceeds thereof, and (ii) such Lien only
secures the Indebtedness that was incurred to acquire the asset purchased or acquired or any Refinancing Indebtedness in respect
thereof,


 


(g) Liens arising by
operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the
ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet
delinquent, or (ii) are the subject of Permitted Protests,


 


(h) Liens on amounts
deposited to secure Parent’s and its Subsidiaries obligations in connection with worker’s compensation or other unemployment
insurance,


 


(i) Liens on amounts
deposited to secure Parent’s and its Subsidiaries obligations in connection with the making or entering into of bids, tenders,
or leases in the ordinary course of business and not in connection with the borrowing of money,


 


(j) Liens on amounts
deposited to secure Parent’s and its Subsidiaries reimbursement obligations with respect to surety or appeal bonds obtained
in the ordinary course of business,


 


(k) with respect to any
Real Property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair the use or operation
thereof,


 


(l) non-exclusive licenses
of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,


 



    	-19-



    	 



    

 


(m) Liens that are replacements
of Permitted Liens to the extent that the original Indebtedness is the subject of permitted Refinancing Indebtedness and so long
as the replacement Liens only encumber those assets that secured the original Indebtedness,


 


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


 


(o) Liens granted in
the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the
extent the financing is permitted under the definition of Permitted Indebtedness,


 


(p) Liens in favor
of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods,


 


(q) Liens solely on any
cash earnest money deposits made by Parent or any of its Subsidiaries in connection with any letter of intent or purchase agreement
with respect to a Permitted Acquisition,


 


(r) Liens expressly
permitted pursuant to the Term Loan Documents, and


 


(s) other Liens which
do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the obligations secured
thereby does not exceed $100,000.


 


“Permitted Protest”
means the right of Parent or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), taxes
(other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that
(a) a reserve with respect to such obligation is established on Parent’s or its Subsidiaries’ books and records in
such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by Parent or its Subsidiary,
as applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending, there will be no impairment of
the enforceability, validity, or priority of any of Agent’s Liens.


 


“Permitted Purchase
Money Indebtedness” means, as of any date of determination, Indebtedness (other than the Obligations, but including Capitalized
Lease Obligations), incurred after the Closing Date and at the time of, or within twenty (20) days after, the acquisition of any
fixed assets for the purpose of financing all or any part of the acquisition cost thereof, in an aggregate principal amount outstanding
at any one time not in excess of $250,000.


 


“Person”
means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability
partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal
entities, and governments and agencies and political subdivisions thereof.


 


“Platform”
has the meaning specified therefor in Section 17.9(c) of the Agreement.


 


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


 



    	-20-



    	 



    

 


“Pro Rata Share”
means, as of any date of determination with respect to each Lender, and with respect to all computations and other matters related
to the Commitments or the Revolving Loans, the percentage obtained by dividing (a) the Revolving Loan Exposure of such Lender by
(b) the aggregate Revolving Loan Exposure of all Lenders, and


 


“Protective
Advances” has the meaning specified therefor in Section 2.3(a) of the Agreement.


 


“Public Lender”
has the meaning specified therefor in Section 17.9(c) of the Agreement.


 


“Qualified
Equity Interest” means and refers to any Equity Interests issued by Parent (and not by one or more of its Subsidiaries)
that is not a Disqualified Equity Interest.


 


“Real Property”
means any estates or interests in real property now owned or hereafter acquired by any Loan Party and the improvements thereto.


 


“Record”
means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable
in perceivable form.


 


“Reference Period”
has the meaning set forth in the definition of EBITDA.


 


“Refinancing
Indebtedness” means refinancings, renewals, or extensions of Indebtedness so long as:


 


(a) such refinancings,
renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended,
other than by the amount of premiums and/or interest paid thereon and the fees and expenses incurred in connection therewith and
by the amount of unfunded commitments with respect thereto,


 


(b) such refinancings,
renewals, or extensions do not result in a shortening of the average weighted maturity (measured as of the refinancing, renewal,
or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole,
are or could reasonably be expected to be materially adverse to the interests of the Lenders,


 


(c) if the Indebtedness
that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions
of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the
Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness, and


 


(d) the Indebtedness
that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than
those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended.


 


“Register”
has the meaning set forth in Section 13.1(h) of the Agreement.


 



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“Registered
Loan” has the meaning set forth in Section 13.1(h) of the Agreement.


 


“Related Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing
in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.


 


“Remedial Action”
means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous
Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials
so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore
or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation
and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws.


 


“Replacement
Lender” has the meaning specified therefor in Section 2.13(b) of the Agreement.


 


“Report”
has the meaning specified therefor in Section 15.16 of the Agreement.


 


“Required Lenders”
means, at any time, Lenders having or holding more than fifty percent (50%) of the Revolving Loan Exposure of all Lenders; provided,
that at any time there are two (2) or more Lenders, “Required Lenders” must include at least two (2) Lenders (who are
not Affiliates of one another).


 


“Restricted
Payment” means to (a) declare or pay any dividend or make any other payment or distribution, directly or indirectly,
on account of Equity Interests issued by Parent (including any payment in connection with any merger or consolidation involving
any Parent) or to the direct or indirect holders of Equity Interests issued by Parent in its capacity as such, or (b) purchase,
redeem, make any sinking fund or similar payment, or otherwise acquire or retire for value (including in connection with any merger
or consolidation involving Parent or any other Loan Party) any Equity Interests issued by Parent or any other Loan Party, (c) make
any payment to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire Equity Interests
of Parent or any other Loan Party now or hereafter outstanding, and (d) make, or cause or suffer to permit Parent or any of its
Subsidiaries to make, any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement,
defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Indebtedness that
is subordinated to the Obligations.


 


“Revolver Usage”
means, as of any date of determination, the amount of outstanding Revolving Loans.


 


“Revolving Lender”
means a Lender that has a Commitment or that has an outstanding Revolving Loan.


 


“Revolving Loans”
has the meaning specified therefor in Section 2.1(a) of the Agreement.


 



    	-22-



    	 



    

 


“Revolving Loan
Exposure”, with respect to any Lender, means, as of any date of determination (a) prior to the termination of the Commitments,
the amount of such Lender’s Commitment, and (b) after the termination of the Commitments, the aggregate outstanding principal
amount of the Revolving Loans of such Lender.


 


“Sanctioned
Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization
directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country,
in each case, that is subject to a country sanctions program administered and enforced by OFAC.


 


“Sanctioned
Person” means a person named on the list of Specially Designated Nationals maintained by OFAC.


 


“S&P”
has the meaning specified therefor in the definition of Cash Equivalents.


 


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


 


“Securities
Account” means a securities account (as that term is defined in the Code).


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.


 


“Solvent”
means, with respect to any Person as of any date of determination, that (a) at fair valuations, the sum of such Person’s
debts (including contingent liabilities) is less than all of such Person’s assets, (b) such Person is not engaged or about
to engage in a business or transaction for which the remaining assets of such Person are unreasonably small in relation to the
business or transaction or for which the property remaining with such Person is an unreasonably small capital, and (c) such Person
has not incurred and does not intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts
as they become due (whether at maturity or otherwise), and (d) such Person is “solvent” or not “insolvent”,
as applicable within the meaning given those terms and similar terms under applicable laws relating to fraudulent transfers and
conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount
that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected
to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under
Statement of Financial Accounting Standard No. 5).


 


“Subsidiary”
of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly
owns or controls the Equity Interests having ordinary voting power to elect a majority of the Board of Directors of such corporation,
partnership, limited liability company, or other entity.


 


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


 


“Tax Lender”
has the meaning specified therefor in Section 14.2(a) of the Agreement.


 



    	-23-



    	 



    

 


“Term Loan Credit
Agreement” means that certain Credit Agreement, dated as of October 7, 2011, by and among Parent, the Subsidiaries of
Parent party thereto as borrowers, the lenders party thereto as “Lenders”, and WFGC, as administrative agent for the
lenders.


 


“Term Loan Documents”
means the Term Loan Credit Agreement and the other “Loan Documents” as that term is defined in the Term Loan Credit
Agreement.


 


“Term Loan Intercreditor
Agreement” means that certain Intercreditor and Agreement, dated as of even date herewith, between Agent and WFGC, as
administrative agent under the Term Loan Documents.


 


“Trademark Security
Agreement” has the meaning specified therefor in the Guaranty and Security Agreement.


 


“Trucano Documents”
means the Stock Purchase Agreement, dated as of October 18, 2011, among Parent, NG South Dakota, Borrower and each of the stockholders
of Borrower signatories thereto (the “Sellers”) and those certain promissory notes dated January 27, 2012, issued
by NG South Dakota to the Sellers in the aggregate original principal amount of $1,885,324.


 


“Trucano Intercreditor
Agreement” means that certain Intercreditor and Subordination Agreement, dated as of even date herewith, between Agent
and Michael J. Trucano.


 


“United States”
means the United States of America.


 


“Voidable Transfer”
has the meaning specified therefor in Section 17.8 of the Agreement.


 


“Wells Fargo”
means Wells Fargo Bank, National Association, a national banking association.


 


“WFGC”
means Wells Fargo Gaming Capital, LLC, a Delaware limited liability company.


 



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