Exhibit 10.7


 


JOINDER AND AMENDMENT NUMBER THREE 


 


TO ABL CREDIT AGREEMENT 


 


THIS JOINDER AND
AMENDMENT NUMBER THREE TO ABL CREDIT AGREEMENT (this “Amendment No. 3”), dated as of May 1, 2020, is entered
into by and among GACP FINANCE CO., LLC (“GACP”), in its capacity as administrative agent for each of
the Lenders (in such capacity, “Agent”), FRANCHISE GROUP NEW HOLDCO, LLC, a Delaware limited liability
company (“Global Parent”), FRANCHISE GROUP INTERMEDIATE HOLDCO, LLC, a Delaware limited liability company
(“Lead Borrower”), AMERICAN FREIGHT GROUP, LLC, a Delaware limited liability company (“AFG”),
certain other Subsidiaries of Lead Borrower party hereto as Borrowers (together with Lead Borrower and AFG, each individually and
collectively, jointly and severally, “Borrower”), the other Loan Parties party hereto and the lenders identified
on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their
respective successors and permitted assigns, each individually, a “Lender”, and collectively, the “Lenders”),
and in light of the following:


 


W I T N E S S E T H


 


WHEREAS, Global
Parent, Borrower, Lenders, the other Loan Parties and Agent are parties to that certain ABL Credit Agreement, dated as of February
14, 2020 (as amended by that certain Amendment Number One to ABL Credit Agreement, dated as of March 13, 2020, and as further amended
by that certain Limited Waiver and Amendment Number Two to ABL Credit Agreement, dated as of April 3, 2020, the “Existing
Credit Agreement”, and the Existing Credit Agreement as amended by this Amendment No. 3, the “Credit Agreement”);


 


WHEREAS, Borrower
has requested that the Lenders and the Agent make certain amendments to the Existing Credit Agreement;


 


WHEREAS, the
Borrower is required to join the Persons listed on Schedule I attached hereto (such Persons, the “Liberty Tax Entities”)
as parties to the Credit Agreement pursuant to the terms of the Credit Agreement (the “Joinder”);


 


WHEREAS, upon
the terms and conditions set forth herein, Agent and Required Lenders have agreed to make certain amendments, including certain
amendments to facilitate the Joinder, to the Existing Credit Agreement on the terms set forth herein.


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1.Defined Terms.
All initially capitalized terms used herein (including the preamble and recitals hereof) without definition shall have the meanings
ascribed thereto in Section 1.01 of the Credit Agreement.


 


2.Amendments to
Credit Agreement. Subject to the satisfaction (or waiver in writing by the Required Lenders) of the conditions precedent set
forth in Section 5 hereof, the Existing Credit Agreement shall be amended to reflect the changes which are attached as Annex
A hereto, such that on the Amendment Effective Date (as defined below) the terms set forth in Annex A hereto which appear
in bold and double underlined text (inserted text) shall be added to the Existing
Credit Agreement and the terms appearing as text which is stricken (deleted text)
shall be deleted from the Existing Credit Agreement, (b) Schedules 4.1, 4.2, 4.12, 4.24, 4.25 and 4.30 to the Existing Credit Agreement
shall be amended and restated in their entirety as attached in Annex B hereto and (c) Schedules 1.1, 4.13, 4.27, 4.28, 6.1,
6.2, 6.7, 6.12, 6.17 and 7.1 to the Existing Credit Agreement shall be supplemented as attached in Annex C hereto.


 




    


     


    

 


3.[Reserved].


 


4.Joinder.
The Liberty Tax Entities hereby acknowledge, agree and confirm that, by their execution of this Amendment No. 3, the Liberty Tax
Entities will be deemed to be “Borrowers” for all purposes of the Credit Agreement and shall have all of the rights
and obligations of a Borrower thereunder as if the Liberty Tax Entities had executed the Credit Agreement. The Liberty Tax Entities
hereby ratify, as of the date hereof, and agree to be bound by, on and after the date hereof, all of the terms, provisions and
conditions contained in the Credit Agreement applicable to a Borrower, including, without limitation, (a) all of the representations
and warranties of the Borrowers set forth in Article IV of the Credit Agreement and (b) all of the covenants set forth in Article
V and Article VI of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph, as of the date
hereof, the Liberty Tax Entities (i) are hereby made a party to the Credit Agreement and the other Loan Documents as Borrowers
thereunder with the same force and effect as if originally named therein as Borrowers and the Liberty Tax Entities hereby jointly
and severally assume and agree to pay and perform all obligations of a Borrower under the Credit Agreement and each of the other
Loan Documents, (ii) hereby jointly with all other Borrowers and Guarantors and severally agree to pay in full the Obligations
under the Credit Agreement and the other Loan Documents, and (iii) hereby expressly assume all obligations and liabilities of a
Borrower under the Credit Agreement and the other Loan Documents.


 


5.Conditions Precedent
to Amendment. The satisfaction (or waiver in writing by Agent and Required Lenders) of each of the following shall constitute
conditions precedent to the effectiveness of this Amendment No. 3 (such date being the “Amendment Effective Date”):


 


(a) Agent
shall have received this Amendment No. 3, duly executed by the parties hereto, and the same shall be in full force and effect.


 


(b) Agent
shall have received a copy of that certain Limited Waiver, Joinder and Amendment Number Two to Credit Agreement, dated as of the
date hereof, by and among the Borrowers, the other loan parties party thereto, the lenders party thereto and GACP, as administrative
agent, and the same shall be in full force and effect.


 


(c) Agent
shall have received the Amended and Restated ABL Security Agreement, by and among the Grantors (as defined therein) and Agent,
dated as of the date hereof, duly executed by the parties thereto, and the same shall be in full force and effect.


 


(d) [reserved]


 


(e) After
giving effect to this Amendment No. 3, with respect to Global Parent and its Subsidiaries, the representations and warranties contained
herein, in the Credit Agreement, and in the other Loan Documents, in each case, 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 as to “materiality” or “Material Adverse Effect” in the text thereof, which representations
and warranties are true and correct in all respects subject to such qualification) on and as of the date hereof, to the same extent
as though made on and as of the date hereof, except to the extent that such representations and warranties specifically relate
to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects
(except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified
or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations
and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date.


 




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(f) No
event has occurred and is continuing or would result from the consummation of the transactions contemplated herein that would constitute
a Default or Event of Default.


 


(g) Agent
shall have received (i) a certificate as to the good standing of each of the Liberty Tax Entities as of a recent date, from such
Secretary of State or similar Governmental Authority; (ii) a certificate of the Secretary or other officer of each Liberty Tax
Entity dated the Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or
operating (or limited liability company) agreement of such Liberty Tax Entity as in effect on the Amendment Effective Date and
at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto
is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Liberty
Tax Entity on the Amendment Effective Date, which authorize the execution, delivery and performance, as applicable, of the Loan
Documents and the applicable amendments and joinders thereto, and, in the case of the Borrowers, the borrowings thereunder, and
that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that attached thereto
is a true and complete copy of the certificate or articles of incorporation or organization of each Liberty Tax Entity as in effect
on the Amendment Effective Date and that such certificate or articles of incorporation have not been amended since the date of
the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as
to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection
herewith on behalf of such Liberty Tax Entity countersigned by another officer as to the incumbency and specimen signature of the
Secretary or other officer executing the certificate pursuant to clause (ii) above.


 


(h) In
order to create in favor of Agent, for the benefit of Secured Parties, a valid, perfected security interest in personal property
Collateral, Agent shall have received:


 


	i.	evidence satisfactory to the Agent of the compliance by each of the Liberty Tax Entities of its obligations under the Collateral Documents to which it is a party (including, without limitation, its obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, and any agreements governing deposit and/or securities accounts as provided therein), together with (A) appropriate financing statements on Form UCC 1 duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the security interests purported to be created by each Collateral Document, and (B) evidence satisfactory to Agent of the filing of such UCC 1 financing statements,


 


	ii.	subject to Section 8(c) below, evidence satisfactory to the Agent that original certificates (if any) with respect to all of the Capital Stock issued by each of the Liberty Tax Entities, together with undated powers executed in blank with respect thereto (provided, that any such certificates issued by any Person other than the Liberty Tax Entities shall only be required to be delivered on the date hereof to the extent timely received after using commercially reasonable efforts to obtain them) have been delivered to Term Collateral Agent (as defined in the Intercreditor Agreement), and


 



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	iii.	a completed Perfection Certificate Supplement, dated the date hereof and executed by an Authorized Officer of each of the Borrowers, together with all attachments contemplated thereby.


 


(i) Lenders
and their respective counsel shall have received executed copies of the favorable written opinions of counsel for the Loan Parties
(other than for the Loan Parties organized under the laws of the state of Florida and the Loan Parties organized under the province
of Ontario), as to such matters as Agent may reasonably request, dated as of the date hereof and otherwise in form and substance
satisfactory to Agent (and such counsel is hereby instructed to deliver such opinion to Lenders).


 


(j) On
the Amendment Effective Date, Agent shall have received a solvency certificate of the chief executive officer, chief operating
officer or chief financial officer of the Lead Borrower substantially in the form of Exhibit F-2 of the Credit Agreement, dated
as of the Amendment Effective Date and addressed to the Agent and Lenders.


 


(k) Agent
shall have received (i) copy of a duly executed payoff letter (“Payoff Letter”), in form and substance satisfactory
to Agent, executed by CIBC Bank USA and acknowledged by Liberty Borrower and each other Liberty Tax Entity party thereto, together
with (A) copies of UCC-3 termination statements or other appropriate termination statements, each in form and substance satisfactory
to Agent, to be filed on or before the Amendment Effective Date and (B) any other releases, terminations or other documents reasonably
required by Agent to evidence the payoff of Indebtedness owed by Liberty Borrower to CIBC Bank USA and (ii) evidence that Liberty
Borrower’s obligations under the credit facility with CIBC Bank USA has been paid in full and all other Liens on assets of
Liberty Borrower or any other Liberty Tax Entities party to such credit facility are or will be released and terminated in accordance
with the Payoff Letter.


 


(l) Lead
Borrower shall pay substantially concurrently with the closing of the transactions evidenced by this Amendment No. 3, all fees,
costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 7 of this Amendment No. 3.


 


6.Representations
and Warranties. Each Loan Party (including the Liberty Tax Entities), jointly and severally, hereby:


 


(a) represents
and warrants that, after giving effect to any updated schedules attached hereto, each of the representations and warranties made
to Agent and Lenders under the Credit Agreement and all of the other Loan Documents are true and correct in all material respects
on and as of the date hereof (after giving effect to this Amendment No. 3 and the other documents executed in connection with this
Amendment No. 3) except to the extent that (i) such representations or warranties are qualified by a materiality standard, in which
case they shall be true and correct in all respects, or(ii) such representations or warranties expressly relate to an earlier date
(in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (or,
if such representations or warranties are qualified by a materiality standard, in all respects as of such earlier date));


 


(b) in
the case of the Loan Parties other than the Liberty Tax Entities, reaffirms all of the covenants contained in the Credit Agreement;


 


(c) represents
and warrants that, after giving effect to updated Schedule 4.12 attached hereto, Schedule 4.12 contains a true, accurate, and complete
list of all Material Real Estate Assets as of the date hereof and as of the Amendment Effective Date;


 




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(d) represents
and warrants that, after giving effect to this Amendment No. 3, no Default or Event of Default has occurred and is continuing;


 


(e) represents
and warrants that the execution, delivery and performance by each Loan Party of this Amendment No. 3 and the other documents, agreements
and instruments executed by any Loan Party in connection herewith (collectively, together with this Amendment No. 3, the “Amendment
Documents”) and the consummation of the transactions contemplated hereby or thereby, are within such Loan Party’s
powers, have been duly authorized by all necessary organizational action, and do not contravene (i) the Organizational Documents
of such Loan Party or (ii) any law or any Contractual Obligation of any Loan Party, except, for purposes of this clause (ii), to
the extent such contravention would not reasonably be expected to have a Material Adverse Effect;


 


(f) represents
and warrants that no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority,
any stockholders, members, partners or any other equityholders of any Loan Party, and any Person pursuant to any Contractual Obligation,
is required for the due execution, delivery and performance by any Loan Party of any Amendment Document to which it is a party
that has not already been obtained if the failure to obtain such authorization, approval or other action, or to provide such notice
or make such filing, could reasonably be expected to result in a Material Adverse Effect;


 


(g) represents
and warrants that each Amendment Document has been duly executed and delivered by each Loan Party party thereto; and


 


(h) represents
and warrants that this Amendment No. 3 constitutes, and each other Amendment Document to be executed on the date hereof will constitute,
upon execution, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in
accordance with its respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium
or similar laws relating to or affecting the rights of creditors generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).


 


7.Payment of Costs
and Fees. Lead Borrower shall pay to Agent and each Lender all expenses required to be paid pursuant to Section 10.02
of the Credit Agreement in connection with the preparation, negotiation, execution and delivery of this Amendment No. 3 and any
documents and instruments relating hereto.


 


8.Post-Closing
Obligations.


 


(a) No
later than 90 days after the Amendment Effective Date (or such later date to which the Agent may agree in its sole discretion),
Liberty Tax Entities shall execute and deliver to Agent, with respect to any Material Real Estate Asset located in the United States,
Mortgage Deliverables.


 


(b) As
soon as practicable after the Amendment Effective Date, the Liberty Tax Entities formed under the laws of Virginia shall deliver
to Agent the certified charter for such Loan Party.


 


(c) No
later than 30 days after the Amendment Effective Date (or such later date to which the Agent may agree in its sole discretion),
Agent shall have received evidence satisfactory to the Agent that the Loan Parties have delivered to the Term Collateral Agent
(i) the certificates representing the Pledged Interests (as defined in the Security Agreement) in Liberty Tax Holding Corporation
and Liberty Tax Service Inc., together with undated powers (or other instruments of transfer acceptable to the Term Collateral
Agent) endorsed in blank by the applicable Loan Party and (ii) all Pledged Notes (as defined in the Security Agreement) owned by
the Liberty Tax Entities and required to be delivered to the Term Collateral Agent pursuant to Section 6(a) of the Term Security
Agreement (as defined in the Intercreditor Agreement), together with undated powers (or other relevant documents of transfer acceptable
to the Term Collateral Agent) endorsed in blank by the applicable Liberty Tax Entity.


 




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(d) No
later than 45 days after the Amendment Effective Date (or such later date to which the Agent may agree in its sole discretion),
the Loan Parties shall have delivered to the Agent (i) a security agreement, deed of hypothec, and/or such other agreements, instruments
and documents as reasonably requested by the Agent, each in form and substance satisfactory to the Agent, executed and delivered
by Liberty Tax Holding Corporation and Liberty Tax Service Inc. (the “Canadian Security Documents”), and (ii)
(A) financing statements in form appropriate for filing under the Personal Property Security Act (Ontario) and the regulations
promulgated thereunder as the Agent may deem desirable to perfect the security interests purported to be created by each Canadian
Security Document, and (B) evidence satisfactory to the Agent of the filing of such financing statements.


 


(e) No
later than 45 days after the Amendment Effective Date (or such later date to which the Agent may agree in its sole discretion),
the Loan Parties shall have delivered to the Agent copies of duly executed terminations or releases, each in form and substance
reasonably satisfactory to Agent, to evidence the termination and release of the SunTrust IP Filings.


 


(f) No
later than 10 Business Days after the Amendment Effective Date (or such later date to which the Agent may agree in its sole discretion),
the Loan Parties shall have delivered to the Agent insurance certificates to supplement Schedule 4.27 as required pursuant to Section
4.27 of the Credit Agreement.


 


9.APPLICABLE
LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL PROVISIONS. THIS AMENDMENT NO. 3 SHALL BE SUBJECT TO THE PROVISIONS REGARDING
APPLICABLE LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL SET FORTH IN SECTIONS 10.14, 10.15 AND 10.16 OF THE CREDIT
AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.


 


10.Amendments.
This Amendment No. 3 cannot be altered, amended, changed or modified in any respect except in accordance with Section 10.05
of the Credit Agreement.


 


11. Counterpart
Execution. This Amendment No. 3 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 Amendment. The words “execution,” signed,” “signature,” and words of like import
in this Amendment No. 3 or in any other certificate, agreement or document related to this Amendment No. 3 or any other Loan Documents
shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation,
“pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign).The
use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated,
sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as
a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act
or the Uniform Commercial Code.


 




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12.Effect on Loan
Documents.


 


(a) The
Credit Agreement, as amended hereby, and each of the other Loan Documents shall be and remain in full force and effect in accordance
with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of
this Amendment No. 3 shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power,
or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document. Except for the amendments to the Credit
Agreement expressly set forth herein, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force
and effect. The waivers, consents and modifications set forth herein, if any, are limited to the specifics hereof (including facts
or occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which
the same are based, shall neither excuse any future non-compliance with the Loan Documents nor, except as expressly set forth in
this Amendment No. 3, operate as a waiver of any Default or Event of Default, shall not operate as a consent to any further waiver,
consent or amendment or other matter under the Loan Documents, and shall not be construed as an indication that any future waiver
or amendment of covenants or any other provision of the Credit Agreement will be agreed to, it being understood that the granting
or denying of any waiver or amendment which may hereafter be requested by Borrower remains in the sole and absolute discretion
of Agent and Lenders. To the extent that any terms or provisions of this Amendment No. 3 conflict with those of the Credit Agreement
or the other Loan Documents, the terms and provisions of this Amendment No. 3 shall control.


 


(b) Upon
and after the effectiveness of this Amendment No. 3, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the
other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof”
or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and
amended hereby.


 


(c) To
the extent that any of the terms and conditions in any of the Loan Documents shall contradict or be in conflict with any of the
terms or conditions of the Credit Agreement, after giving effect to this Amendment No. 3, such terms and conditions are hereby
deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.


 


(d) This
Amendment No. 3 is a Loan Document.


 


(e) Unless
the context of this Amendment No. 3 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 Amendment No. 3 refer to this Amendment
No. 3 as a whole and not to any particular provision of this Amendment No. 3. Section, subsection, clause, schedule, and exhibit
references herein are to this Amendment No. 3 unless otherwise specified. Any reference in this Amendment No. 3 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)
Any reference herein to the Obligations shall (i) mean “Obligations” as defined in the Credit Agreement (including
any expenses, fees or interest 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) and (ii) include all or any portion thereof and any
extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.


 




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13.Entire Agreement.
This Amendment No. 3, and the terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire
understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior
or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or
written.


 


14.Integration.
This Amendment No. 3, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect
to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter
hereof.


 


15.Reaffirmation
of Obligations. Each Loan Party hereby (a) acknowledges and reaffirms its obligations owing to Agent and each Lender under
each Loan Document to which it is a party (including, in respect of Global Parent, its Guaranty of the Obligations), and (b) agrees
that each of the Loan Documents to which it is a party is and shall remain in full force and effect. Each Loan Party hereby (i)
further ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant
to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of each Secured
Party, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and (ii)
acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such obligations,
continue to be and remain collateral for such obligations from and after the date hereof (including, without limitation, from after
giving effect to this Amendment No. 3).


 


16.Severability.
In case any provision in this Amendment No. 3 shall be invalid, illegal or unenforceable, such provision shall be severable from
the remainder of this Amendment No. 3 and the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.


 




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IN WITNESS WHEREOF, the parties have entered
into this Amendment No. 3 as of the date first above written.


 


	FRANCHISE GROUP NEW HOLDCO, LLC,
	as Global Parent
	 
	By: 	/s/ Brian Kahn	 
	Name: 	Brian Kahn
	Title: 	President and Chief Executive Officer
	 
	FRANCHISE GROUP INTERMEDIATE HOLDCO, LLC,
	as Lead Borrower
	 
	By: 	/s/ Brian Kahn	 
	Name: 	Brian Kahn
	Title: 	President and Chief Executive Officer
	 
	AMERICAN FREIGHT GROUP, LLC,
	as a Borrower
	 
	By: 	/s/ Brian Kahn	 
	Name: 	Brian Kahn
	Title: 	President and Chief Executive Officer
	 
	FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC,
	as a Borrower
	 
	By: 	/s/ Brian Kahn	 
	Name:	 Brian Kahn
	Title: 	President and Chief Executive Officer
	 
	AMERICAN FREIGHT HOLDINGS, LLC,
	as a Borrower
	 
	By: 	/s/ Brian Kahn	 
	Name: 	Brian Kahn
	Title: 	President and Chief Executive Officer


 


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	AMERICAN FREIGHT, LLC
	as a Borrower
	 
	By: 	/s/ Brian Kahn	 
	Name:	 Brian Kahn
	Title: 	President and Chief Executive Officer
	 
	AMERICAN FREIGHT MANAGEMENT COMPANY, LLC,
	as a Borrower
	 
	By: 	/s/ Brian Kahn	 
	Name: 	Brian Kahn
	Title: 	President and Chief Executive Officer
	 
	FRANCHISE GROUP INTERMEDIATE B, LLC,
	as a Borrower
	 
	By: 	/s/ Brian Kahn	 
	Name: 	Brian Kahn
	Title: 	President and Chief Executive Officer
	 
	BUDDY’S NEWCO, LLC,
	as a Borrower
	 
	By: 	/s/ Michael Bennett	 
	Name: 	Michael Bennett
	Title: 	Chief Executive Officer
	 
	BUDDY’S FRANCHISING AND LICENSING LLC,
	as a Borrower
	 
	By: 	/s/ Michael Bennett	 
	Name:	 Michael Bennett
	Title: 	Chief Executive Officer


 


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	FRANCHISE GROUP INTERMEDIATE S, LLC,
	as a Borrower
	 
	By: 	/s/ Brian Kahn	 
	Name: 	Brian Kahn
	Title: 	President and Chief Executive Officer
	 
	FRANCHISE GROUP NEWCO S, LLC,
	as a Borrower
	 
	By: 	/s/ Brian Kahn	 
	Name: 	Brian Kahn
	Title: 	President and Chief Executive Officer
	 
	AMERICAN FREIGHT OUTLET STORES, LLC,
	as a Borrower
	 
	By: 	/s/ Will Powell	 
	Name: 	Will Powell
	Title: 	President
	 
	OUTLET MERCHANDISE, LLC,
	as a Borrower
	 
	By: 	/s/ Will Powell	 
	Name: 	Will Powell
	Title: 	President
	 
	LEASING OPERATIONS, LLC,
	as a Borrower
	 
	By: 	/s/ Will Powell	 
	Name: 	Will Powell
	Title: 	President


 


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	AMERICAN FREIGHT DISCOUNT OUTLET FRANCHISING, LLC,
	as a Borrower
	 
	By: 	/s/ Brian Kahn	 
	Name: 	Brian Kahn
	Title: 	President and Chief Executive Officer
	 
	FRANCHISE GROUP INTERMEDIATE V, LLC,
	as a Guarantor
	 
	By: 	/s/ Brian Kahn	 
	Name: 	Brian Kahn
	Title:	 President and Chief Executive Officer
	 
	FRANCHISE GROUP NEWCO V, LLC,
	as a Guarantor
	 
	By: 	/s/ Brian Kahn	 
	Name: 	Brian Kahn
	Title: 	President and Chief Executive Officer
	 
	FRANCHISE GROUP INTERMEDIATE L, LLC,
	as a Guarantor
	 
	By: 	/s/ Brian Kahn	 
	Name: 	Brian Kahn
	Title:	 President and Chief Executive Officer


 


	FRANCHISE GROUP INTERMEDIATE L 1, LLC
	 
	By: 	/s/ Michael Piper	 
	Name: 	Michael Piper
	Title: 	Chief Financial Officer
	 
	FRANCHISE GROUP INTERMEDIATE L 2, LLC
	 
	By: 	/s/ Michael Piper	 
	Name:	 Michael Piper
	Title: 	Chief Financial Officer


 


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	JTH TAX LLC
	 
	By: 	/s/ Michael Piper	 
	Name: 	Michael Piper
	Title:	 Chief Financial Officer
	 
	SIEMPRETAX+ LLC
	 
	By: 	/s/ Michael Piper	 
	Name: 	Michael Piper
	Title: 	Chief Financial Officer
	 
	LIBERTY CREDIT REPAIR, LLC
	 
	By: 	/s/ Michael Piper	 
	Name: 	Michael Piper
	Title: 	Chief Financial Officer and Vice President
	 
	JTH FINANCIAL, LLC
	 
	By: 	/s/ Michael Piper	 
	Name:	 Michael Piper
	Title: 	Chief Financial Officer
	 
	WEFILE LLC
	 
	By: 	/s/ Daniel Brashier	 
	Name: 	Daniel Brashier
	Title: 	Treasurer
	 
	JTH PROPERTIES 1632, LLC
	 
	By: 	/s/ Michael Piper	 
	Name:	 Michael Piper
	Title: 	Chief Financial Officer
	 
	LTS PROPERTIES, LLC
	 
	By: 	/s/ Michael Piper	 
	Name:	 Michael Piper
	Title: 	Chief Financial Officer


 


    - 13 -


     


    

 


	LTS SOFTWARE LLC
	 
	By: 	/s/ Daniel Brashier	 
	Name: 	Daniel Brashier
	Title: 	Treasurer
	 
	JTH TAX OFFICE PROPERTIES, LLC
	 
	By: 	/s/ Michael Piper	 
	Name: 	Michael Piper
	Title: 	Chief Financial Officer
	 
	360 ACCOUNTING SOLUTIONS LLC
	 
	By: 	/s/ Michael Piper	 
	Name: 	Michael Piper
	Title: 	Chief Financial Officer
	 
	JTH COURT PLAZA, LLC
	 
	By: 	/s/ Michael Piper	 
	Name: 	Michael Piper
	Title: 	Chief Financial Officer
	 
	LIBERTY TAX HOLDING CORPORATION
	 
	By: 	/s/ Michael Piper	 
	Name: 	Michael Piper
	Title: 	Chief Financial Officer
	 
	LIBERTY TAX SERVICE INC.
	 
	By: 	/s/ Michael Piper	 
	Name: 	Michael Piper
	Title: 	Chief Financial Officer
	 
	GACP FINANCE CO., LLC,
	as Administrative Agent
	 
	By: 	/s/ Robert Louzan	 
	Name:	 Robert Louzan
	Title: 	President


 


    - 14 -


     


    

 


	GACP II, LP, as a Lender
	 
	By: 	/s/ Robert Louzan	 
	Name:	 Robert Louzan
	Title: 	President


 


    - 15 -


     


    

 


Schedule I


 


Liberty Tax Entities


 


Franchise Group Intermediate L 1, LLC


Franchise Group Intermediate L 2, LLC


SiempreTax+ LLC


JTH Tax LLC


Liberty Credit Repair, LLC


Wefile LLC


JTH Court Plaza, LLC


LTS Properties, LLC


LTS Software LLC


JTH Tax Office Properties, LLC


360 Accounting Solutions LLC


JTH Financial, LLC


JTH Properties 1632, LLC


Liberty Tax Holding Corporation


Liberty Tax Service Inc.


 




    - 16 -


     


    

 


Annex A


 


 


 


Amended ABL Credit Agreement


 


 


 


[See attached.]


 


 


 


 


 


 


 


 


 


 


 


 




    - 17 -


     


    

 


ANNEX BA


 


EXECUTION VERSION


 


Conformed for
Amendment No. 2Copy


 


 


Execution Version 


 


 


Amendment Number One to
ABL Credit Agreement dated as of March 13, 2020


Limited Waiver and Amendment
Number Two to ABL Credit Agreement dated as of April 3, 2020


Joinder and Amendment Number
Three to ABL Credit Agreement dated as of May 1, 2020


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    


     


    

 


ABL CREDIT AGREEMENT


 


dated as of February 14, 2020


 


by and among


 


FRANCHISE GROUP NEW HOLDCO, LLC, 


 


as Global Parent,


 


FRANCHISE GROUP INTERMEDIATE HOLDCO,
LLC, 


 


as Lead Borrower,


 


certain Subsidiaries
of Lead Borrower party hereto as Borrowers,


certain Subsidiaries
of Lead Borrower party hereto as Guarantors,


the Lenders from time to time party hereto,


 


and


 


GACP FINANCE CO., LLC, 


 


as Administrative Agent and Collateral
Agent


 


 


 


 


 


 


 


 


 




    


     


    

 


TABLE OF CONTENTS


	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I DEFINITIONS AND INTERPRETATION	 	1
	 	 	 	 	 
	 	Section 1.01 Definitions	 	1
	 	Section 1.02 Accounting and Other Terms	 	4249
	 	Section 1.03 Construction	 	4350
	 	Section 1.04 Time References	 	4450
	 	Section 1.05 Effect of Benchmark Transition Event	 	4450
	 	Section 1.06 Fiscal Periods	 	4754
	 	 	 	 
	ARTICLE II LOANS	 	4754
	 	 	 	 
	 	Section 2.01 Term Loans	 	4754
	 	Section 2.02 [Reserved]	 	4755
	 	Section 2.03 Protective Advances	 	4855
	 	Section 2.04 Pro Rata Shares; Availability of Funds	 	4855
	 	Section 2.05 Use of Proceeds	 	4956
	 	Section 2.06 Evidence of Debt; Register; Lenders’ Books and Records; Term Notes	 	4956
	 	Section 2.07 Interest	 	4957
	 	Section 2.08 Conversion/Continuation	 	5058
	 	Section 2.09 Default Interest	 	5158
	 	Section 2.10 Fees	 	5259
	 	Section 2.11 Repayments of Loans and Commitment Reductions 53[Reserved]	 	60
	 	Section 2.12 Voluntary Prepayments	 	5360
	 	Section 2.13 Mandatory Prepayments	 	5460
	 	Section 2.14 Application of Prepayments/Reductions	 	5562
	 	Section 2.15 General Provisions Regarding Payments	 	5663
	 	Section 2.16 Ratable Sharing	 	5764
	 	Section 2.17 Making or Maintaining LIBOR Rate Loans	 	5865
	 	Section 2.18 Increased Costs	 	5966
	 	Section 2.19 Taxes; Withholding, etc	 	6067
	 	Section 2.20 Obligation to Mitigate	 	6370
	 	Section 2.21 Defaulting Lenders	 	6471
	 	Section 2.22 Removal or Replacement of a Lender	 	6471
	 	Section 2.23 Joint and Several Liability	 	72
	 	Section 2.24 Lead Borrower	 	76
	 	 	 	 
	ARTICLE III CONDITIONS PRECEDENT	 	6976
	 	 	 	 
	 	Section 3.01 Closing Date	 	6976
	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES	 	7179
	 	 	 	 
	 	Section 4.01 Organization; Requisite Power and Authority; Qualification	 	7179
	 	Section 4.02 Capital Stock and Ownership	 	7280
	 	Section 4.03 Due Authorization	 	7280
	 	Section 4.04 No Conflict	 	7280


 


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TABLE OF CONTENTS


	 	 	 	 	 
	 	Section 4.05 Governmental Consents	 	7280
	 	Section 4.06 Binding Obligation	 	7381
	 	Section 4.07 Historical Financial Statements	 	7381
	 	Section 4.08 Projections	 	7381
	 	Section 4.09 No Material Adverse Effect	 	7381
	 	Section 4.10 Adverse Proceedings, etc.	 	7381
	 	Section 4.11 Payment of Material Taxes	 	7482
	 	Section 4.12 Properties	 	7482
	 	Section 4.13 Environmental Matters	 	7482
	 	Section 4.14 Eligible Credit Card Receivables; Eligible Accounts; Eligible Rental Agreements	 	83
	 	Section 4.15 Eligible Inventory	 	83
	 	Section 4.144.16 Governmental Regulation	 	7583
	 	Section 4.154.17 Margin Stock	 	7584
	 	Section 4.164.18 Employee Matters	 	7584
	 	Section 4.174.19 Employee Benefit Plans	 	7684
	 	Section 4.184.20 Certain Fees	 	7685
	 	Section 4.194.21 Solvency	 	7685
	 	Section 4.20 Gift Cards, Points Programs, and Other Incentive Programs	 	77
	 	Section 4.22 [Reserved]	 	85
	 	Section 4.214.23 Compliance with Statutes, etc	 	7785
	 	Section 4.224.24 Intellectual Property	 	7785
	 	Section 4.234.25 Inventory and Equipment	 	7785
	 	Section 4.244.26 Trademarks and Key Trademark Licenses	 	7785
	 	Section 4.254.27 Insurance	 	7786
	 	Section 4.264.28 Franchise Agreements	 	7886
	 	Section 4.274.29 Permits, etc	 	7887
	 	Section 4.284.30 Cash Management	 	7887
	 	Section 4.294.31 Security Interests	 	7987
	 	Section 4.304.32 PATRIOT ACT	 	7987
	 	Section 4.314.33 OFAC/Sanctions	 	7988
	 	Section 4.324.34 Disclosure	 	7988
	 	Section 4.334.35 Use of Proceeds	 	8088
	 	 	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS	 	8088
	 	 	 	 	 
	 	Section 5.01 Financial Statements and Other Reports	 	8088
	 	Section 5.02 Existence	 	8595
	 	Section 5.03 Payment of Taxes and Claims	 	8595
	 	Section 5.04 Maintenance of Properties	 	8595
	 	Section 5.05 Insurance	 	8695
	 	Section 5.06 Inspections; Field Examinations and Appraisals	 	8696
	 	Section 5.07 Lenders Meetings and Conference Calls	 	8797
	 	Section 5.08 Compliance with Laws	 	8797
	 	Section 5.09 Environmental	 	8797


 


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TABLE OF CONTENTS


	 	 	 	 	 
	 	Section 5.10 Subsidiaries	 	8898
	 	Section 5.11 Additional Material Real Estate Assets	 	8999
	 	Section 5.12 Location of Inventory and Equipment	 	90100
	 	Section 5.13 Further Assurances	 	90100
	 	Section 5.14 [Reserved]Corporate Separateness	 	90100
	 	Section 5.15 [Reserved] Error! Bookmark not defined.	 	101
	 	Section 5.16 Post-Closing Matters	 	91101
	 	Section 5.17 Use of Proceeds	 	91101
	 	Section 5.18 Franchise Agreements	 	91101
	 	Section 5.19 Rental Agreements	 	101
	 	 	 	 	 
	ARTICLE VI NEGATIVE COVENANTS	 	91101
	 	 	 	 	 
	 	Section 6.01 Indebtedness	 	91101
	 	Section 6.02 Liens	 	91101
	 	Section 6.03 Equitable Lien Error! Bookmark not defined.[Reserved]	 	102
	 	Section 6.04 No Further Negative Pledges	 	91102
	 	Section 6.05 Restricted Junior Payments	 	92102
	 	Section 6.06 Restrictions on Subsidiary Distributions	 	93103
	 	Section 6.07 Investments	 	93103
	 	Section 6.08 Financial Covenants	 	93104
	 	Section 6.09 Fundamental Changes; Disposition of Assets; Acquisitions	 	94104
	 	Section 6.10 Disposal of Subsidiary Interests	 	95106
	 	Section 6.11 Sales and Lease Backs	 	96106
	 	Section 6.12 Transactions with Affiliates	 	96106
	 	Section 6.13 Conduct of Business	 	97107
	 	Section 6.14 Permitted Activities of Holdings, Global Parent, Liberty Top Parent, and S/B Parent 97Parent Companies	 	107
	 	Section 6.15 Changes to Certain Agreements and Organizational Documents	 	97108
	 	Section 6.16 Accounting Methods	 	98108
	 	Section 6.17 Cash Management	 	98108
	 	Section 6.18 Prepayments of Certain Indebtedness	 	99110
	 	Section 6.19 Issuance of Capital Stock	 	99110
	 	Section 6.20 Anti-Terrorism Laws	 	99110
	 	Section 6.21 Franchise Agreements	 	99110
	 	 	 	 	 
	ARTICLE VII GUARANTY	 	99111
	 	 	 	 	 
	 	Section 7.01 Guaranty of the Obligations	 	100111
	 	Section 7.02 Contribution by Guarantors	 	100111
	 	Section 7.03 Payment by Guarantors	 	100111
	 	Section 7.04 Liability of Guarantors Absolute	 	100112
	 	Section 7.05 Waivers by Guarantors	 	102113
	 	Section 7.06 Guarantors’ Rights of Subrogation, Contribution, etc	 	103114
	 	Section 7.07 Subordination of Other Obligations	 	103114
	 	Section 7.08 Continuing Guaranty	 	103115


 


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TABLE OF CONTENTS


	 	 	 	 	 
	 	Section 7.09 Authority of Guarantors or Borrower	 	103115
	 	Section 7.10 Financial Condition of Borrower	 	103115
	 	Section 7.11 Bankruptcy, etc	 	104115
	 	Section 7.12 Discharge of Guaranty upon Sale of Guarantor	 	104116
	 	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT	 	105116
	 	 	 	 
	 	Section 8.01 Events of Default	 	105116
	 	 	 	 	 
	ARTICLE IX ADMINISTRATIVE AGENT	 	107119
	 	 	 	 
	 	Section 9.01 Appointment of Agents	 	108119
	 	Section 9.02 Powers and Duties	 	108120
	 	Section 9.03 General Immunity	 	108120
	 	Section 9.04 Agents Entitled to Act as Lender	 	109121
	 	Section 9.05 Lenders’ Representations, Warranties and Acknowledgment	 	110121
	 	Section 9.06 Right to Indemnity	 	110122
	 	Section 9.07 Successor Administrative Agent	 	111122
	 	Section 9.08 Collateral Documents and Guaranty	 	112124
	 	Section 9.09 Agency for Perfection	 	113124
	 	Section 9.10 [Reserved]	 	113124
	 	Section 9.11 Reports and Other Information; Confidentiality; Disclaimers	 	113125
	 	 	 	 	 
	ARTICLE X MISCELLANEOUS	 	114126
	 	 	 	 	 
	 	Section 10.01 Notices	 	114126
	 	Section 10.02 Expenses	 	115127
	 	Section 10.03 Indemnity	 	116127
	 	Section 10.04 Setoff	 	117128
	 	Section 10.05 Amendments and Waivers	 	117129
	 	Section 10.06 Successors and Assigns; Participations	 	118130
	 	Section 10.07 Independence of Covenants	 	122134
	 	Section 10.08 Survival of Representations, Warranties, and Agreements	 	122134
	 	Section 10.09 No Waiver; Remedies Cumulative	 	122134
	 	Section 10.10 Marshalling; Payments Set Aside	 	122134
	 	Section 10.11 Severability	 	123134
	 	Section 10.12 Obligations Several; Independent Nature of Lenders’ Rights	 	123134
	 	Section 10.13 Headings	 	123134
	 	Section 10.14 APPLICABLE LAW	 	123135
	 	Section 10.15 CONSENT TO JURISDICTION	 	123135
	 	Section 10.16 WAIVER OF JURY TRIAL	 	123135
	 	Section 10.17 Confidentiality	 	124136
	 	Section 10.18 Usury Savings Clause	 	125137
	 	Section 10.19 Counterparts	 	125137
	 	Section 10.20 Effectiveness	 	126137
	 	Section 10.21 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 	 	126138


 


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TABLE OF CONTENTS


	 	 	 	 	 
	 	Section 10.22 PATRIOT Act Notice	 	126138
	 	Section 10.23 Consent to Intercreditor Agreement	 	138
	 	Section 10.24 Intercreditor Agreement Governs	 	139


 


    - v -


     


    

 


	APPENDICES:	A	Term Loan Commitments
	 	B	Notice Addresses
	 	 
	SCHEDULES:	1.1	Third Party Franchisees 
	 	4.1	Jurisdiction of Organization
	 	4.2	Capital Stock and Ownership
	 	4.12	Material Real Estate Assets
	 	4.13	Environmental Matters
	 	4.24 	Intellectual Property
	 	4.25 	Inventory and Equipment
	 	4.27	Insurance
	 	4.28 	Franchise Agreements
	 	4.30	Bank Accounts and Securities Accounts
	 	5.1	Performance Information
	 	5.16 	Certain Post Closing Matters
	 	6.1 	Certain Indebtedness
	 	6.2 	Certain Liens
	 	6.7 	Certain Investments
	 	6.12 	Certain Affiliate Transactions
	 	6.17 	Credit Card Issuers and Credit Card Processors
	 	7.1 	List of BrandsNames
	 	 
	EXHIBITS:	A-1 	Funding Notice
	 	A-2 	Conversion/Continuation Notice
	 	B 	Initial Perfection Certificate
	 	C 	Compliance Certificate
	 	D 	Assignment Agreement
	 	E-1	Certificate Regarding Non-Bank Status (For Non-US Lenders That Are Not Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes)
	 	E-2 	Certificate Regarding Non-Bank Status (For Non-US Lenders That Are Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes)
	 	F-1 	Closing Date Certificate
	 	F-2 	Solvency Certificate
	 	G 	Security Agreement
	 	H 	Credit Card Notifications
	 	I 	Borrowing Base Certificate
	 	J 	Term Note
	 	K 	Borrower Joinder Agreement


 


    - vi -


     


    

 


ABL CREDIT AGREEMENT


 


This CREDIT AGREEMENT,
dated as of February 14, 2020, by and among FRANCHISE GROUP INTERMEDIATE HOLDCO, LLC, a Delaware limited liability company
(“Lead Borrower”), as a Borrower, FRANCHISE GROUP MERGER SUB AF, INC., a Delaware corporation (“Merger
Sub”), as a Borrower (which, on the Closing Date, shall be merged with and into AMERICAN FREIGHT GROUP, INC.,
a Delaware corporation (“AFGI”), with AFGI surviving such merger as a Borrower), certain other Subsidiaries
of Lead Borrower from time to time party hereto as Borrowers, FRANCHISE GROUP NEW HOLDCO, LLC, a Delaware limited liability
company (“Global Parent”), as a Guarantor, certain Subsidiaries of Lead Borrower from time to time party hereto
as Guarantors, 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), GACP FINANCE
CO., LLC, a Delaware limited liability company (“GACP”), as administrative agent for each of the Lenders
(in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), GACP,
as collateral agent for each of the Lenders (in such capacity, together with its successors and assigns in such capacity, “Collateral
Agent”), and GACP II, L.P., as sole lead arranger and sole book runner.


 


W I T N E S S E T H:


 


WHEREAS, capitalized
terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.01 hereof;


 


WHEREAS, pursuant
to the Agreement and Plan of Merger, dated as of December 28, 2019 (as amended from time to time in accordance therewith, the “Acquisition
Agreement”), by and among AFGI, Franchise Group Newco Intermediate AF, LLC, a Delaware limited liability company (“AF
Holdings”), Merger Sub and The Jordan Company, L.P., a Delaware limited partnership, as Representative, Merger Sub will
merge with and into AFGI (the “Acquisition”), with AFGI surviving the Acquisition as an indirect Subsidiary
of Lead Borrower;


 


WHEREAS, Lenders have
agreed to extend an asset based term loan credit facility to Borrowers in an aggregate principal amount of $100,000,000, the proceeds
of which will be used as described in Section 2.05.


 


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


 


ARTICLE I


DEFINITIONS AND INTERPRETATION


 


Section 1.01 Definitions.
As used in this Agreement, the following terms shall have the following definitions:


 


“A Team”
means A Team Sales, LLC, a Delaware limited liability company.


 


“A Team Secured
Note” means that certain Secured Promissory Note, dated October 23, 2019, between A Team and Franchise Group Newco S,
LLC, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.


 




    - 1 -


     


    

 


“Accounts”
means all “accounts” (as defined in the UCC) of the Loan Parties (or, if referring to another Person, of such Person),
including, without limitation, accounts, accounts receivable, monies due or to become due, and obligations in any form (whether
arising in connection with contracts, contract rights, instruments, general intangibles, or chattel paper), in each case whether
arising out of goods sold or services rendered or from any other transaction and whether or not earned by performance, now or hereafter
in existence, and all documents of title or other documents representing any of the foregoing, and all collateral security and
guaranties of any kind, now or hereafter in existence, given by any Person with respect to any of the foregoing.


 


“Account
Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible.


 


“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 any successor
thereto or any agency with similar functions).


 


“Acquisition”
has the meaning specified in the recitals hereto.


 


“Acquisition
Agreement” has the meaning specified in the recitals hereto.


 


“Adjusted
LIBOR Rate” means for any Interest Rate Determination Date with respect to an Interest Period for a LIBOR Rate Loan,
the greater of (a) the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/100 of 1%)
(i) (A) the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent
to be the offered rate appearing on Bloomberg L.P.’s service for ICE LIBO USD (for delivery on the first day of such period)
with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such
Interest Rate Determination Date or (B) in the event the rate referenced in the preceding clause (a) does not
appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest
1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which
displays ICE LIBO USD (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined
as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date (the rate described in this
clause (a)(i), the “LIBOR Rate”), by (ii) an amount equal to (A) one, minus (B) the
Applicable Reserve Requirement, and (b) 1.50% per annum.


 


“Administrative
Agent” has the meaning specified in the preamble hereto.


 


“Administrative
Agent’s Account” means an account at a bank designated by Administrative Agent from time to time as the account
into which the Loan Parties shall make all payments to Administrative Agent under this Agreement and the other Loan Documents.


 


“Adverse
Proceeding” means any action, suit, proceeding (whether administrative, judicial, or otherwise), governmental investigation,
or arbitration (whether or not purportedly on behalf of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities))
at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Actions) or other
regulatory body or any mediator or arbitrator, whether pending or, to the knowledge of any Loan Party, threatened in writing against
or affecting any Loan Party or any of its Subsidiaries (excluding the Excluded Entities) or any property of any Loan Party or any
of its Subsidiaries (excluding the Excluded Entities).


 




    - 2 -


     


    

 


“AF Credit
Agreement” means that certain Credit Agreement, dated as of October 31, 2014, among American Freight, Inc., American
Freight Holdings, Inc., the lenders named therein and KeyBank National Association, as administrative agent and collateral agent,
and the other Persons party thereto, as amended, restated, supplemented, or otherwise modified from time to time.


 


“AF Holdings”
has the meaning specified in the recitals hereto.


 


“Affected
Lender” has the meaning specified in Section 2.17(b).


 


“Affected
Loans” has the meaning specified in Section 2.17(b).


 


“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 Capital Stock, by contract, or
otherwise; provided, that for purposes of Section 6.12 of this Agreement: (a) any Person which owns directly
or indirectly 30% or more of the Capital Stock having ordinary voting power for the election of directors or other members of the
governing body of a Person or 30% 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, (c) each partnership in which a Person is a general partner shall be deemed
an Affiliate of such Person and (d) each Permitted Holder and each of its employees, directors, officers and other Affiliates
shall be deemed an Affiliate of the Loan Parties. Without limiting the foregoing, Ultimate Parent and any Subsidiary of Ultimate
Parent that is not a Loan Party shall be considered Affiliates of the Loan Parties for purposes of this Agreement. Notwithstanding
anything herein to the contrary, in no event shall GACP or any parent company thereof be considered an “Affiliate”
of any Loan Party.


 


“AFGI”
has the meaning specified in the preamble hereto.


 


“Agent”
means each of Administrative Agent and Collateral Agent (for the avoidance of doubt, neither of the GACP Facility Agents are an
“Agent” hereunder).


 


“Aggregate
Amounts Due” has the meaning specified in Section 2.16.


 


“Aggregate
Payments” has the meaning specified in Section 7.02.


 


“Agreement”
means this Credit Agreement and any annexes, exhibits, and schedules attached hereto as it may be amended, supplemented, or otherwise
modified from time to time.


 


“Alternate
Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the per annum rate publicly quoted
from time to time by The Wall Street Journal as the “Prime Rate” in the United States (or, if The Wall Street
Journal ceases quoting a prime rate of the type described, either (i) the per annum rate quoted as the base rate on such
corporate loans in a different national publication as reasonably selected by Administrative Agent or (ii) the highest per
annum rate of interest published by the Federal Reserve Board in Federal Reserve statistical release H.15 (519) entitled “Selected
Interest Rates” as the bank prime loan rate or its equivalent), (b) the Federal Funds Effective Rate (but not less than
zero) in effect on such day, plus 1/2 of 1.00%, (c) the Adjusted LIBOR Rate (taking into account the 1.50% floor therein)
for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day), plus
1.00%, and (d) 2.50%. Any change in the Alternate Base Rate due to a change in such “Prime Rate”, the Federal
Funds Effective Rate or the Adjusted LIBOR Rate shall be effective on the effective date of such change in the “Prime Rate”,
the Federal Funds Effective Rate or the Adjusted LIBOR Rate, as the case may be.


 




    - 3 -


     


    

 


“Amendment
No. 2” means the Limited Waiver and Amendment Number Two to ABL Credit Agreement, dated as of April 3, 2020, by and among
the Borrowers, the Agent and the lenders party thereto.”


 


“Amendment
No. 2 Effective Date” has the meaning set forth in the first sentence of Section 4 of Amendment No. 2.


 


“Anti-corruption
Laws” means the FCPA, and all other applicable laws concerning or relating to bribery, money laundering or corruption.


 


“Applicable
Margin” means (a) with respect to Term Loans that are LIBOR Rate Loans, 7.50%, and (b) with respect to Term Loans
that are Base Rate Loans, 6.50%.


 


“Applicable
Reserve Requirement” means, at any time, for any LIBOR Rate Loan, the maximum rate, expressed as a decimal, at which
reserves (including, without limitation, any basic marginal, special, supplemental, emergency, or other reserves) are required
to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D)
under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking
regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required
to be maintained by such member banks with respect to (a) any category of liabilities which includes deposits by reference
to which the applicable Adjusted LIBOR Rate or any other interest rate of a Loan is to be determined or (b) any category of
extensions of credit or other assets which include LIBOR Rate Loans. A LIBOR Rate Loan shall be deemed to constitute Eurocurrency
liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions, or
offsets that may be available from time to time to the applicable Lender. The rate of interest on LIBOR Rate Loans shall be adjusted
automatically on and as of the effective date of any change in the Applicable Reserve Requirement.


 


“Application
Event” means the (a) occurrence of an Event of Default and (b) the election by the Administrative Agent or
the Required Lenders during the continuance of such Event of Default to require that payments and proceeds of Collateral be applied
pursuant to Section 2.15(g).


 


“Asset Sale”
means a sale, lease, or sub lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer, license, or other
disposition to (other than to or with a Loan Party), or any exchange of property with, any Person, in one transaction or a series
of transactions, of all or any part of any Loan Party’s or any of its Subsidiaries’ businesses, assets, or properties
of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including,
without limitation, the Capital Stock of any Loan Party (other than Global Parent to the extent the issuance of such Capital Stock
does not result in a Change of Control), other than inventory (or other assets) sold, licensed in the ordinary course of business,
or leased in the ordinary course of business. For purposes of clarification, “Asset Sale” shall include (a) the
sale or other disposition for value of any contracts, (b) any sale of merchant accounts (or any rights thereto, including,
without limitation, any rights to any residual payment stream with respect thereto) by any Loan Party or any of its Subsidiaries
and (c) licenses of patents, trademarks, and other intellectual property rights granted by any Loan Party or any of its Subsidiaries.


 


“Assignment
Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments
or modifications as may be approved by Administrative Agent.


 




    - 4 -


     


    

 


“Authorized
Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer),
chief executive officer, chief operating officer, secretary, president, or one of its vice presidents (or the equivalent thereof),
and such Person’s chief financial officer or treasurer.


 


“B. Riley”
means the parent company of GACP.


 


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


 


“Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the
European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time
which is described in the EU Bail-In Legislation Schedule.


 


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


 


“Base Rate
Loan” means a Loan bearing interest at a rate determined by reference to the Alternate Base Rate.


 


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


 


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


 


“Beneficiary”
means each Agent and each Lender.


 


“BK Permitted
Holders” means (a) Samjor Family LP, and (b) Brian Kahn.


 


“Board”
means (a) with respect to any corporation, the board of directors of the corporation or any committee thereof duly authorized
to act on behalf of such board, (b) with respect to a partnership, the board of directors of the general partner of the partnership,
(c) with respect to a limited liability company, the managing member or members or any controlling committee or board of directors
of such company or the sole member or the managing member thereof, and (d) with respect to any other Person, the board or
committee of such Person serving a similar function.


 


“Borrower
Joinder Agreement” shall mean a joinder agreement in substantially the form of Exhibit K hereto and otherwise
in form and substance acceptable to Agent.


 


“Borrowers”
shall mean, collectively, the following: (a) Lead Borrower, (b) each of the other Persons identified on the signature pages hereof
as a “Borrower” and (c) any other Person that at any time after the Closing Date becomes a Borrower pursuant to the
terms hereof, including, without limitation, Section 5.10(a) hereof and by execution of a Borrower Joinder Agreement; each
sometimes being referred to herein individually as a “Borrower”.


 


“Borrowing
Base” means, as of any date of determination, the result of:


 


(a) (a)
85% multiplied by the face amount of Eligible Credit Card Receivables, plus


 


(b) (b)
85% multiplied by the face amount of Eligible Accounts, plus


 




    - 5 -


     


    

 


(c) (c)
90% of the Net Orderly Liquidation Value of Eligible Inventory (such determination may be made as
to different categories of Eligible Inventory based upon the net recovery percentage applicable to such categories) at such time;
plus


 


(d) (d)
65% of the Net Orderly Liquidation Value of the “Remaining Contractual Revenue” corresponding
to Eligible Rental Agreements that are “Active Lease Contracts” (as described in the most recent Eligible Rental Agreement
Portfolio received by the Administrative Agent); minus


 


(e) (e)
Reserves implemented by the Administrative Agent in its Permitted Discretion; provided, (i)
until the delivery of copies of field examinations and appraisals (which for the avoidance of doubt, as to (x) such field examinations
and appraisals delivered on or prior to the Second Amendment No.
2 Effective Date and (y) any updates which have already been commissioned prior to the Second
Amendment No. 2 Effective Date to the field examinations and appraisals previously delivered
to the Administrative Agent covering Sears Top Parent or its Subsidiaries, in each case, may be addressed to parties other than
the Administrative Agent but as to any such field examinations and appraisals delivered after the Second
Amendment No. 2 Effective Date pursuant to Section 5.06 or otherwise, must be addressed
to the Administrative Agent) in respect of the Eligible Credit Card Receivables, Eligible Accounts, Eligible Inventory and Eligible
Rental Agreements of the Loan Parties, in each case, in form reasonably acceptable to the Administrative Agent and, subject to
the proviso to the definition of “Net Orderly Liquidation Value”, prepared by Persons reasonably acceptable to the
Administrative Agent (the “Initial Field Examinations and Appraisals”), the Borrowing Base shall be deemed to
be $100,000,000; provided that if the Initial Field Examinations and Appraisals are not delivered to the Administrative
Agent on or prior to May 1, 2020 (or such later date as may be agreed by the Administrative Agent) then, from and after such date,
the Borrowing Base shall be deemed to be $0 and (ii) following the delivery to the Administrative Agent of the Initial Field Examinations
and Appraisals and upon not less than three (3) days notice, the Administrative Agent may (in its Permitted Discretion and without
limitation of the Administrative Agent’s rights pursuant to the definition of Reserves or any other provision of this Agreement)
adjust standards of eligibility, advance rates and Reserve criteria for Eligible Credit Card Receivables, Eligible Accounts, Eligible
Inventory, Eligible Rental Agreements in light of such Initial Field Examinations and Appraisals; provided that the Administrative
Agent shall not be required to provided notice with respect to changes to Reserves based on mathematical calculations.


 


“Borrowing
Base Certificate” means a certificate substantially in the form of Exhibit I hereto (with such changes therein
as may be required by the Administrative Agent to reflect the components of and reserves against the Borrowing Base as provided
for hereunder from time to time), executed and certified as accurate and complete by an Authorized Officer of the Borrower.


 


“Borrowing
Base Ratio” means, as of the end of any fiscal month (or week if weekly) the ratio of (x) the Borrowing Base as at the
end of such fiscal month (or week if weekly) (calculated pursuant to the Borrowing Base Certificate delivered as of the last day
of such fiscal month (or as of the last day of such week if weekly) pursuant to Section 5.01(k)) to (y) the aggregate outstanding
principal amount of Term Loans as at the end of such fiscal month (or week if weekly).


 


“Buddy Top
Parent” means Franchise Group Intermediate B, LLC, a Delaware limited liability company.


 




    - 6 -


     


    

 


“Buddy’s
Credit Agreement” means that certain Credit Agreement, dated as of July 10, 2019, among Buddy Top Parent, its direct
and indirect subsidiaries as borrowers, the other parties party thereto and Kayne Solutions Fund, L.P., as administrative agent,
as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business
Day” means (a) any day excluding Saturday, Sunday, and any day which is a legal holiday under the laws of the State
of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental
action to close and (b) with respect to all notices, determinations, fundings, and payments in connection with the Adjusted
LIBOR Rate or any LIBOR Rate Loans, the term “Business Day” shall mean any day which is a Business Day described in
clause (a) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.


 


“Capital
Lease” means, as applied to any Person, any lease of any property (whether real, personal, or mixed) by that Person (a) as
lessee that, in conformity with GAAP as in effect on the date hereof, is or should be accounted for as a capital lease on the balance
sheet of that Person or (b) as lessee which is a transaction of a type commonly known as a “synthetic lease” (i.e.,
a transaction that is treated as an operating lease for accounting purposes but with respect to which payments of rent are intended
to be treated as payments of principal and interest on a loan for Federal income Tax purposes).


 


“Capital
Stock” means any and all shares, interests, participations, or other equivalents (however designated) of capital stock
of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation,
partnership interests and membership interests, and any and all warrants, rights, or options to purchase, or other arrangements
or rights to acquire any of the foregoing.


 


“Cash”
means money, currency, or a credit balance in any demand or Deposit Account.


 


“Cash Equivalents”
means, as at any date of determination, (a) marketable securities (i) issued or directly and unconditionally guaranteed
as to interest and principal by the United States Government or (ii) issued by any agency of the United States, the obligations
of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date, (b) marketable
direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public
instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof,
a rating of at least A-1 from S&P or at least P-1 from Moody’s, (c) commercial paper maturing no more than one year
from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or
at least P-1 from Moody’s, (d) certificates of deposit or bankers’ acceptances maturing within one year after
such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America
or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in
the regulations of its primary Federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations)
of not less than $100,000,000, and (e) shares of any money market mutual fund that (i) has substantially all of its assets
invested continuously in the types of investments referred to in clauses (a) and (b) above, (ii) has
net assets of not less than $250,000,000, and (iii) has the highest rating obtainable from either S&P or Moody’s.


 


“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.


 


“Certificate
Regarding Non-Bank Status” means a certificate substantially in the form of Exhibit E.


 




    - 7 -


     


    

 


“Change of
Control” means that:


 


(a) after
the Closing Date, any Person or two or more Persons acting in concert (other than Permitted Holders or Ultimate Parent, any subsidiary
of Ultimate Parent or any successor entity thereto) shall have acquired beneficial ownership, directly or indirectly, of Capital
Stock of Global Parent (or other securities convertible into such Capital Stock) representing 35% or more of the combined
voting power of all Capital Stock of Global Parent,


 


(b) 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 Ultimate Parent such that a majority of the members of such Board of Directors are not Continuing
Directors,


 


(c) after
the Closing Date, Global Parent fails to own and control, directly or indirectly, 100% of the Capital Stock (other than directors’
qualifying shares, issuances pursuant to any equity incentive plan or similar plan, the Equity Grant,
or other nominal issuance in order to comply with local laws) of each other Loan Party (other than as permitted by Section 6.10
or Section 6.19),


 


(d) after
the Closing Date, the BK Permitted Holders fail to own and control, directly or indirectly, Capital Stock in Global Parent or Ultimate
Parent, as applicable, in an aggregate amount equal to 80% or greater than the aggregate amount of Capital Stock of Global Parent
and Ultimate Parent, as applicable, that is owned and controlled directly by the BK Permitted Holders immediately following the
Closing Date (in each case, on a fully-diluted basis (and taking into account all Capital Stock of Global Parent and Ultimate Parent
that the BK Permitted Holders may have the right to acquire pursuant to any option right); provided, that any exchange of Capital
Stock of Global Parent held by the BK Holders for Capital Stock of Ultimate Parent effectuated by the BK Holders, Ultimate Parent
or Global Parent after the Closing Date shall be disregarded for purposes of this clause (d), or


 


(e) the
occurrence of a Change of Management after the Closing Date.


 


“Change of
Management” means that Brian Kahn’s direct or indirect management responsibilities of Lead Borrower are materially
diminished from those held by him as of the Closing Date, in each case, other than as a result of (a) death or (b) physical or
mental incapacity.


 


“Closing
Date” means the date on which the initial Term Loans are made.


 


“Closing
Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit F-1.


 


“Collateral”
means, collectively, all of the real, personal, and mixed property (including Capital Stock) and all interests therein and proceeds
thereof now owned or hereafter acquired by any Person upon which a Lien is granted or purported to be granted by such Person pursuant
to the Collateral Documents as security for the Obligations.


 


“Collateral
Access Agreement” means a collateral access agreement in form and substance reasonably satisfactory to Collateral Agent.


 


“Collateral
Agent” has the meaning specified in the preamble hereto.


 




    - 8 -


     


    

 


“Collateral
Coverage Test” has the meaning specified in Section 5.10.


 


“Collateral
Documents” means the Security Agreement, the Credit Card Notifications, the Mortgages, if any, the Collateral Access
Agreements, if any, any Control Agreement, and all other instruments, documents, and agreements delivered by any Loan Party pursuant
to this Agreement or any of the other Loan Documents in order to grant to Collateral Agent, for the benefit of Secured Parties,
a Lien on any real, personal, or mixed property of such Loan Party as security for the Obligations, in each case, as such Collateral
Documents may be amended or otherwise modified from time to time.


 


“Commitment”
means any Term Loan Commitment.


 


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


 


“Consolidated
Capital Expenditures” means, for any period, the aggregate of all expenditures of Global Parent, the Lead Borrower and
its Subsidiaries (other than the Excluded Entities) during such period determined on a consolidated basis that, in accordance with
GAAP, are or should be included in “purchase of property and equipment or which should otherwise be capitalized” or
similar items reflected in the consolidated statement of cash flows of the Loan Parties.


 


“Consolidated
Liquidity” means, for any period, an amount determined on a consolidated basis, equal to the aggregate sum of Qualified
Cash of Global Parent, the Lead Borrower and its Subsidiaries (other than the Excluded Entities).


 


“Continuing
Director” means (1) any member of the Board of Directors of Ultimate Parent who was a director (or comparable manager)
of Ultimate Parent on the Closing Date and (2) any individual who becomes a member of the Board of Directors of Ultimate Parent
after the Closing Date if such individual was approved, appointed, or nominated for election to the Board of Directors of Ultimate
Parent by either a majority of the Permitted Holders or a majority of the Continuing Directors.


 


“Contractual
Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture,
mortgage, deed of trust, contract, undertaking, agreement, or other instrument to which that Person is a party or by which it or
any of its properties is bound or to which it or any of its properties is subject.


 


“Control
Agreement” means a control agreement, in form and substance reasonably satisfactory to Collateral Agent, executed and
delivered by Collateral Agent, the GACP Facility Agent (if party thereto), the applicable securities intermediary (with respect
to a Securities Account) or bank (with respect to a Deposit Account) and any of the Loan Parties.


 


“Conversion/Continuation
Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation
Notice.


 


“Conversion/Continuation
Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.


 


“COVID-19
Pandemic” means the global spread of the coronavirus illness, which was declared to be a pandemic by the World Health Organization
on March 11, 2020.


 




    - 9 -


     


    

 


“Credit Card
Issuer” shall mean any Person (other than a Loan Party) who issues or whose members issue credit cards, including, without
limitation, MasterCard or VISA bank credit or debit cards or other bank credit or debit cards issued through MasterCard International,
Inc., Visa, U.S.A., Inc. or Visa International and American Express, Discover, Diners Club, Carte Blanche and other non-bank credit
or debit cards, including, without limitation, credit or debit cards issued by or through American Express Travel Related Services
Company, Inc., and Novus Services, Inc. and other issuers approved by Administrative Agent.


 


“Credit Card
Notification” has the meaning provided in Section 6.17(d).


 


“Credit Card
Processor” shall mean any servicing or processing agent or any factor or financial intermediary who facilitates, services,
processes or manages the credit authorization, billing transfer and/or payment procedures with respect to any Loan Party’s
sales transactions involving credit card or debit card purchases by customers using credit cards or debit cards issued by any Credit
Card Issuer.


 


“Credit Card
Receivables” means each “Account” or “payment intangible” (each as defined in the UCC) together
with all income, payments and proceeds thereof, owed by a Credit Card Issuer or Credit Card Processor to a Loan Party resulting
from charges by a customer of a Loan Party on credit or debit cards issued by such Credit Card Issuer in connection with the sale
of goods by a Loan Party, or services performed by a Loan Party, in each case in the ordinary course of its business.


 


“Credit Extension”
means the making of a Loan.


 


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


 


“Default”
means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.


 


“Default
Excess” means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata
Share of the aggregate outstanding principal amount of Loans of all Lenders (calculated as if all Defaulting Lenders (other than
such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of
all Loans of such Defaulting Lender.


 


“Default
Period” means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default,
or violation of Section 9.05(c), and ending on the earliest of the following dates: (a) the date on which all
Commitments are cancelled or terminated, and/or the Obligations are declared or become immediately due and payable, (b) the
date on which (i) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the
funding by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non pro rata application of any
voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.13 or by a combination thereof),
and (ii) such Defaulting Lender shall have delivered to Lead Borrower and Administrative Agent a written reaffirmation of
its intention to honor its obligations hereunder with respect to its Commitments, (c) with respect to a Funding Default, the
date on which Lead Borrower, Administrative Agent, and Required Lenders waive all Funding Defaults of such Defaulting Lender in
writing, and (d) with respect to violation of Section 9.05(c), the date on which Administrative Agent shall have
waived all violations of Section 9.05(c) by such Defaulting Lender in writing.


 


“Default
Rate” means any interest payable pursuant to Section 2.09.


 




    - 10 -


     


    

 


“Defaulted
Loan” has the meaning specified in Section 2.21.


 


“Defaulting
Lender” has the meaning specified in Section 2.21.


 


“Deposit
Account” means a demand, time, savings, passbook, or like account with a bank, savings and loan association, credit union,
or like organization, other than an account evidenced by a negotiable certificate of deposit.


 


“Disqualified
Capital Stock” means any Capital Stock that, by its terms (or by the terms of any security or other Capital Stock 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 Capital Stock), 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 Loans and all other Obligations that are accrued
and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely
for Qualified Capital Stock), 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 Capital Stock that would constitute Disqualified Capital
Stock, in each case, prior to the date that is 180 days after the Maturity Date. Any Capital Stock in any Person that is issued
to any director, officer, or other employee shall not constitute a Disqualified Capital Stock solely because it may be required
to be repurchased by such Person or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations
or as a result of such employee’s termination, death, or disability.


 


“Disqualified
Institutions” means (a) any person that has been separately identified in writing by Ultimate Parent to Administrative
Agent on or prior to the Closing Date, (b) those persons who are competitors of Ultimate Parent and its and their subsidiaries
that are separately identified in writing by Ultimate Parent, Global Parent or the Lead Borrower to Administrative Agent from time
to time, and (c) in the case of each of clauses (a) and (b), any of their respective Affiliates (which, for the avoidance
of doubt, shall not include any bona fide debt investment funds that are Affiliates of the persons referenced in clause (b)
above, unless separately identified by Ultimate Parent, Global Parent or the Lead Borrower pursuant to clause (a) above) that
are either (i) identified in writing by Ultimate Parent, Global Parent or the Lead Borrower from time to time or (ii) readily
identifiable on the basis of such Affiliate’s name; provided that no updates to the list of Disqualified Institutions
shall be deemed to retroactively disqualify any parties that have previously acquired an assignment or participation interest in
respect of the Loans from continuing to hold or vote such previously acquired assignments and participations on the terms set forth
herein for Lenders that are not Disqualified Institutions (it being understood and agreed that such prohibitions with respect to
Disqualified Institutions shall apply to any potential future assignments or participations to any such parties).


 


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


 


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


 


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


 




    - 11 -


     


    

 


“Dollars”
and the sign “$” mean the lawful money of the United States of America.


 


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


 


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


 


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


 


“Eligible
Accounts” means those Accounts created by a Loan Party in the ordinary course of its business, that arise out of such
Borrower’s sale of goods or rendition of services, that comply with each of the representations and warranties respecting
Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding
criteria set forth below; provided, that such criteria may be revised from time to time by the Administrative Agent in the
Administrative Agent’s Permitted Discretion to address the results of any information with respect to the Loan Parties’
business or assets of which the Administrative Agent becomes aware after the Closing Date, including any field examination performed
by (or on behalf of) the Administrative Agent from time to time after the Closing Date. In determining the amount to be included,
Eligible Accounts shall be calculated net of customer deposits, unapplied cash, taxes, finance charges, service charges, discounts,
credits, allowances, and rebates. Eligible Accounts shall not include the following:


 


(a) Accounts
that the Account Debtor has failed to pay within 90 days of original invoice date or 60 days of due date,


 


(b) Accounts
owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates)
are deemed ineligible under clause (a) above,


 


(c) Accounts
with selling terms of more than 90 days,


 


(d) Accounts
with respect to which the Account Debtor is an Affiliate of Loan Party or an employee or agent of any Loan Party or any Affiliate
of any Loan Party,


 


(e) Accounts
(i) arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return,
a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional,
or (ii) with respect to which the payment terms are “C.O.D.”, cash on delivery or other similar terms,


 


(f) Accounts
that are not payable in Dollars,


 




    - 12 -


     


    

 


(g) Accounts
with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States or Canada,
or (ii) is not organized under the laws of the United States or Canada or any state or province thereof, or (iii) is the government
of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or
of any department, agency, public corporation, or other instrumentality thereof, unless (A) the Account is supported by an irrevocable
letter of credit reasonably satisfactory to the Administrative Agent (as to form, substance, and issuer or domestic confirming
bank) that has been delivered to the Administrative Agent and, if requested by the Administrative Agent, is directly drawable by
the Administrative Agent, or (B) the Account is covered by credit insurance in form, substance, and amount, and by an insurer,
reasonably satisfactory to the Administrative Agent,


 


(h) Accounts
with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United
States (exclusive, however, of Accounts with respect to which the Loan Parties have complied, to the reasonable satisfaction of
the Administrative Agent, with the Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States or any
other Governmental Authority,


 


(i) Accounts
with respect to which the Account Debtor is a creditor of a Loan Party, has or has asserted a right of recoupment or setoff, or
has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment or setoff,
or dispute,


 


(j) Accounts
with respect to an Account Debtor whose Eligible Accounts owing to the Loan Parties exceed 10% (such percentage, as applied to
a particular Account Debtor, being subject to reduction by the Administrative Agent in its Permitted Discretion if the creditworthiness
of such Account Debtor deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in
excess of such percentage; provided, that in each case, the amount of Eligible Accounts that are excluded because they exceed
the foregoing percentage shall be determined by the Administrative Agent based on all of the otherwise Eligible Accounts prior
to giving effect to any eliminations based upon the foregoing concentration limit,


 


(k) Accounts
with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as
to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition
of such Account Debtor,


 


(l) [Reserved],


 


(m) Accounts
that are not subject to a valid and perfected first priority Lien in favor of the Agent or the GACP Facility Agent, as applicable,


 


(n) Accounts
with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii)
the services giving rise to such Account have not been performed and billed to the Account Debtor,


 


(o) Accounts
with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity,


 




    - 13 -


     


    

 


(p) Accounts
(i) that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance
by the applicable Borrower of the subject contract for goods or services, or (ii) that represent credit card sales,


 


(q) Accounts
acquired through an acquisition (including, without limitation, acquisitions effected by mergers or consolidations) of all of or
substantially all of the Capital Stock or assets of any Person, or of any division or line of business or other business unit of
any Person, unless and until the Administrative Agent has completed or received (A) a field examination of such Accounts from appraisers
reasonably satisfactory to Administrative Agent and establishes Reserves (if applicable) therefor, and (B) such other due diligence
as Administrative Agent may reasonably require, all of the results of the foregoing to be reasonably satisfactory to Administrative
Agent, or


 


(r) Accounts
which does not meet such other reasonable eligibility criteria for Accounts as Administrative Agent may determine in its Permitted
Discretion.


 


“Eligible
Assignee” means (a) any Lender, any Affiliate of any Lender, and any Related Fund (any two or more Related Funds being
treated as a single Eligible Assignee for all purposes hereof), and (b) any commercial bank, insurance company, investment or mutual
fund, or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which
extends credit or buys loans as one of its businesses, and (c) any other Person (other than a natural Person) approved by Lead
Borrower (so long as no Specified Event of Default has occurred and is continuing) and Administrative Agent (each such consent
not to be unreasonably withheld or delayed); provided, that (i) no approval of Lead Borrower shall be required during the continuance
of a Specified Event of Default, (ii) no approval of Lead Borrower shall be required for Disqualified Institutions during the continuance
of a Specified Event of Default, and (iii) to the extent the consent of Lead Borrower is required for any assignment, such consent
shall be deemed to have been given if Lead Borrower has not responded within ten (10) Business Days of a written request for such
consent; provided further, that (x) neither (A) Lead Borrower nor any Affiliate of Lead Borrower nor (B) the Permitted Holders
nor any Affiliate of the Permitted Holders shall, in any event, be an Eligible Assignee, (y) no Person owning or controlling any
trade debt or Indebtedness of any Loan Party (other than the Obligations) or any Capital Stock of any Loan Party shall, in any
event, be an Eligible Assignee, and (z) B. Riley shall not, in any event, be an Eligible Assignee.


 




    - 14 -


     


    

 


“Eligible
Credit Card Receivables” means at the time of any determination thereof, each Credit Card Receivable that satisfies the
following criteria at the time of creation and continues to meet the same at the time of such determination: such Credit Card Receivable
(i) has been earned by performance and represents the bona fide amounts due to a Loan Party from a Credit Card Issuer or Credit
Card Processor, and in each case is originated in the ordinary course of business of such Loan Party, and (ii) in each case is
not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (i) below. Without
limiting the foregoing, to qualify as an Eligible Credit Card Receivable, a Credit Card Receivable shall indicate no Person other
than a Loan Party as payee or remittance party. In determining the amount to be so included, the face amount of a Credit Card Receivable
shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual
discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances
and (ii) the aggregate amount of all cash received in respect of such Credit Card Receivable but not yet applied by the Loan Parties
to reduce the amount of such Credit Card Receivable. Except as otherwise agreed by the Administrative Agent, any Credit Card Receivable
included within any of the following categories shall not constitute an Eligible Credit Card Receivable:


 


(a) (a) Credit
Card Receivables which do not constitute an “Account” or “payment intangible” (each as defined in the UCC);


 


(b) (b)
 Credit Card Receivables that have been outstanding for more than ten (10)
Business Days from the date of sale;


 


(c) (c)
 Credit Card Receivables (i) that are not subject to a perfected first priority
security interest in favor of the Collateral Agent (subject to Permitted Liens having priority over the Lien of the Agent by operation
of applicable Requirements of Law), or (ii) with respect to which a Loan Party does not have good and valid title thereto, free
and clear of any Lien (other than Permitted Liens);


 


(d) (d)
 Credit Card Receivables which are disputed or with respect to which a claim,
counterclaim, offset or chargeback has been asserted by the applicable credit card processor (to the extent of such dispute, claim,
counterclaim, offset or chargeback);


 


(e) (e)
 Credit Card Receivables as to which a Credit Card Issuer or a Credit Card
Processor has the right under certain circumstances to require a Loan Party to repurchase the entire portfolio of Credit Card Receivables
from such Credit Card Issuer or Credit Card Processor;


 


(f) (f) Credit
Card Receivables due from a Credit Card Issuer or a Credit Card Processor of the applicable credit card which is the subject of
any Insolvency Proceeding;


 


(g) (g)
 Credit Card Receivables which are not a valid, legally enforceable obligation
of the applicable Credit Card Issuer or a Credit Card Processor with respect thereto;


 


(h) (h)
 Credit Card Receivables which do not conform to all representations, warranties
or other provisions in the Loan Documents relating to Credit Card Receivables; or


 




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(i) (i)
 Credit Card Receivables which Administrative Agent determines in its Permitted
Discretion to be uncertain of collection or which do not meet such other reasonable eligibility criteria for Credit Card Receivables
as Administrative Agent may determine in its Permitted Discretion.


 


“Eligible
Inventory” means, as of the date of determination thereof, items of Inventory of a Loan Party that are finished goods,
merchantable and readily saleable to the public in the ordinary course of the Loan Parties’ business, in each case that,
except as otherwise agreed by the Administrative Agent, (A) complies with each of the representations and warranties respecting
Inventory made by the Loan Parties in the Loan Documents, and (B) is not excluded as ineligible by virtue of one or more of the
criteria set forth below. Except as otherwise agreed by Administrative Agent, in its Permitted Discretion, the following items
of Inventory shall not be included in Eligible Inventory:


 


(a) (a) Inventory
(i) that is not subject to a perfected first priority security interest in favor of Collateral Agent (subject to Permitted Liens
having priority over the Lien of Collateral Agent by operation of applicable Requirements of Law), or (ii) with respect to which
a Loan Party does not have good and valid title thereto, free and clear of any Lien (other than Permitted Liens);


 


(b) (b) Inventory
that is leased or consigned from a vendor to a Loan Party;


 


(c) (c) Inventory
that is consigned by a Loan Party to a Person which is not a Loan Party other than Inventory that is consigned to Third Party Franchisees
for which the Loan Parties have met the Third Party Franchisee Eligibility Requirements;


 


(d) (d) Inventory
that is not located in the United States of America (excluding territories or possessions of the United States) or Puerto Rico
at a location that is owned or leased by a Loan Party, except (i) Inventory in transit between such owned or leased locations,
(ii) Inventory at locations owned or leased by Third Party Franchisees for which the Loan Parties have met the Third Party Franchisee
Eligibility Requirements, and (iii) to the extent permitted by clause (e), Inventory located in a distribution or warehouse center;


 


(e) (e)
  (i) Inventory that is located in a distribution center leased by a Loan
Party unless the applicable lessor has delivered to Collateral Agent a Collateral Access Agreement; provided, that if such
a Collateral Access Agreement is not obtained within thirty (30) days following such time as the applicable Loan Party has entered
into such arrangement with such applicable lessor (or such later date as Administrative Agent may agree in its Permitted Discretion),
Inventory at such locations shall constitute Eligible Inventory as long as Administrative Agent has established a Reserve in such
amount as Administrative Agent in its Permitted Discretion deemed appropriate or (ii) Inventory that is located in a distribution
or warehouse center unless the applicable owner or lessee of such distribution or warehouse center has delivered to Collateral
Agent a Collateral Access Agreement; provided, that if such a Collateral Access Agreement is not obtained within thirty
(30) days following such time as the applicable Loan Party has entered into such arrangement with such applicable distribution
or warehouse center owner or lessee (or such later date as Administrative Agent may agree in its Permitted Discretion), Inventory
at such locations shall constitute Eligible Inventory as long as Administrative Agent has established a Reserve in such amount
as Administrative Agent in its Permitted Discretion deemed appropriate;


 




    - 16 -


     


    

 


(f) (f)
 Other than Inventory customarily sold at outlet locations in the ordinary
course of business or otherwise in a manner consistent with past practice, Inventory that is comprised of goods which (i) are damaged,
defective, “seconds,” or otherwise unmerchantable, (ii) are to be returned to the vendor, (iii) are obsolete, or custom
items, work-in-process, raw materials, or that constitute samples, spare parts, promotional, marketing, labels, bags and other
packaging and shipping materials or supplies used or consumed in a Loan Party’s business, (iv) which have been packed away
and stored for more than 12 months, (v) are not in material compliance with all standards imposed by any Governmental Authority
having regulatory authority over such Inventory, its use or sale, or (vi) are bill and hold goods;


 


(g) (g)
 Inventory that is not insured in compliance with the provisions of Section
4.27 hereof;


 


(h) (h)
 Inventory that has been sold but not yet delivered or as to which a Loan
Party has accepted a deposit from a third party;


 


(i) (i)
 Inventory that exhibits, includes or is identified by any trademark, tradename
or other Intellectual Property right which trademark, tradename or other Intellectual Property right (i) is subject to a restriction
that could reasonably be expected to adversely affect Agents’ ability to liquidate such Inventory or (ii) the relevant Loan
Party does not have the right to use in connection with the sale of such Inventory, either through direct ownership or through
a written license or sublicense;


 


(j) (j)
 Inventory acquired through an acquisition (including, without limitation,
acquisitions effected by mergers or consolidations) of all of or substantially all of the Capital Stock or assets of any Person,
or of any division or line of business or other business unit of any Person, unless and until Agent has completed or received (A)
an appraisal of such Inventory from appraisers reasonably satisfactory to Administrative Agent and establishes Reserves (if applicable)
therefor, and (B) such other due diligence as Administrative Agent may reasonably require, all of the results of the foregoing
to be reasonably satisfactory to Administrative Agent; provided that such Inventory shall be deemed to constitute Eligible
Inventory for a period of 45 days after the date of its acquisition notwithstanding that the Administrative Agent has not completed
such due diligence as long as such Inventory is of the same kind and quality as other of the Loan Parties’ Inventory and
would otherwise constitute Eligible Inventory;


 


(k) (k)
 Inventory (other than Inventory acquired in an acquisition which is governed
by clause (j) above) which is not of the type usually sold in the ordinary course of any Loan Party’s business, unless and
until Administrative Agent agrees in its Permitted Discretion that such Inventory shall be deemed Eligible Inventory; or


 


(l) (l)
 Inventory which does not meet such other reasonable eligibility criteria
for Inventory as Administrative Agent may determine in its Permitted Discretion.


 




    - 17 -


     


    

 


“Eligible
Rental Agreement Portfolio” means, at
any time, the Eligible Rental
Agreements of the
Loan Parties.


 


“Eligible
Rental Agreements” means, as of the date of determination thereof, rental agreements entered into by Buddy Top Parent
or any of its Subsidiaries that are Loan Parties with a customer of such Loan Party that, in each case except as otherwise agreed
by the Administrative Agent, (A) complies with each of the representations and warranties respecting Rental Agreements made by
the Loan Parties in the Loan Documents, and (B) is not excluded as ineligible by virtue of one or more of the criteria set forth
below; provided, that such criteria may be revised from time to time by the Administrative Agent in the Administrative Agent’s
Permitted Discretion to address the results of any information with respect to the Loan Parties’ business or assets of which
the Administrative Agent becomes aware after the Closing Date, including any appraisal performed by (or on behalf of) the Administrative
Agent from time to time after the Closing Date. Without limiting the Administrative Agent’s Permitted Discretion provided
herein Eligible Rental Agreements shall not include any rental agreement:


 


(a) (a)
which is not subject to a first priority (subject to Permitted Liens) perfected security interest
in favor of the Agent on behalf of the Secured Parties·


 


(b) (b)
which is subject to any Lien other than a Lien in favor of the Agent and a Permitted Lien;


 


(c) (c)
with respect to which the remaining value of the inventory in respect thereof has been written off
the books of the Borrower or other applicable Loan Party or otherwise designated as uncollectible;


 


(d) (d)
with respect to which any representation or warranty contained in this Agreement or in the Security
Agreement is not true in any material respect;


 


(e) (e)
which does not arise from the rent of goods in the ordinary course of business;


 


(f) (f)
for which the goods subject to such rental agreement have not been shipped to the applicable counterparty;


 


(g) (g)
with respect to which the amounts due under such rental agreement remain unpaid after the original
due date for a period to be determined by the Administrative Agent in its Permitted Discretion based on the most recently delivered
Borrowing Base Certificate or the most recent Eligible Rental Agreement Portfolio appraisal received by the Administrative Agent;


 


(h) (h)
with respect to which the counterparty thereof has (i) applied for, suffered, or consented to the
appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) had possession of all or a material part of
its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition
for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary
case under any state or federal bankruptcy laws (other than post-petition accounts payable of an Account Debtor that is a debtor-in-possession
under the Bankruptcy Code and reasonably acceptable to the Administrative Agent), (iv) admitted in writing its inability, or is
generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business;


 




    - 18 -


     


    

 


(i) (i)
with respect to which rental payments are owed in any currency other than Dollars;


 


(j) (j)
which is not governed by the law of the United States, any state thereof or Puerto Rico;


 


(k) (k)
which is not generated at a store located in the United States or Puerto Rico;


 


(l) 
(l) with respect to which the counterparty thereof
is an Affiliate of any Loan Party or any employee, officer or director of any Loan Party·


 


(m) (m)
with respect to which the counterparty thereof is a Person to which any Loan Party is indebted, but
only to the extent of such indebtedness;


 


(n) (n)
with respect to which the payments thereunder are subject to any asserted counterclaim, deduction,
defense, setoff or dispute but only to the extent of any such asserted counterclaim, deduction, defense, setoff or dispute;


 


(o) (o)
with respect to which the Borrower or the applicable Loan Party has made any agreement with the counterparty
thereof for any reduction in any rental payments or other amounts due thereunder, other than discounts and adjustments given in
the ordinary course of business that are consistent with the treatment provided for in the most recently delivered Borrowing Base
Certificate or the most recent Eligible Rental Agreement Portfolio appraisal received by the Administrative Agent;


 


(p) (p)
which does not comply in all material respects with the requirements of all applicable laws and regulations,
whether federal, state or local;


 


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


 


(r) (r)
with respect to which the Administrative Agent determines in its Permitted Discretion (following
(to the extent practicable) reasonable prior notice to, and consultation with, the Borrower) the rental payments or other payments
thereunder may not be paid by reason of the counterparty's inability to pay or which the Administrative Agent otherwise determines
is unacceptable in its Permitted Discretion.


 


“Employee
Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was
sponsored, maintained, or contributed to, or required to be contributed, by any Loan Party or any of its ERISA Affiliates.


 




    - 19 -


     


    

 


“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
any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), or any of their respective 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 Subsidiaries (excluding the Excluded Entities), or any of their respective 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 or its Subsidiaries (excluding the Excluded
Entities), relating to protection of the environment, protection of employee health (from exposure to Hazardous Materials), 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”
has the meaning ascribed to such term in the Security Agreement.


 


“Equity
Grant” means Capital Stock issued within 365 days of the Third Amendment Effective Date by Liberty/Revolution
Top Parent to Brent Turner; provided that no more than 5% of the Capital
Stock issued by Liberty/Revolution Top Parent as of the Third Amendment Effective Date may be so issued.


 


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


 


“ERISA Affiliate”
means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning
of Section 414(b) of the Internal Revenue Code of which that Person is a member, (b) any trade or business (whether or
not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c)
of the Internal Revenue Code of which that Person is a member, and (c) any member of an affiliated service group within the
meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (a)
above, or any trade or business described in clause (b) above is a member. Any former ERISA Affiliate of Global Parent
or any of its Subsidiaries (excluding the Excluded Entities) shall continue to be considered an ERISA Affiliate of Global Parent
or any such Subsidiary (excluding the Excluded Entities) within the meaning of this definition with respect to the period such
entity was an ERISA Affiliate of Global Parent or such Subsidiary and with respect to liabilities arising after such period for
which Global Parent or such Subsidiary could be liable under the Internal Revenue Code or ERISA.


 




    - 20 -


     


    

 


“ERISA Event”
means: (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder
with respect to any Pension Plan (excluding those for which the provision for thirty day notice to the PBGC has been waived by
regulation); (b)the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code or Section 302
of ERISA with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue
Code), the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect
to any Pension Plan, or the failure to make any required contribution to a Multiemployer Plan; (c) the provision by the administrator
of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination
described in Section 4041(c) of ERISA; (d) the withdrawal by Global Parent, any of its Subsidiaries (excluding the Excluded
Entities), or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination
of any such Pension Plan resulting in liability to Global Parent, any of its Subsidiaries (excluding the Excluded Entities), or
any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (e) the institution by the PBGC of proceedings
to terminate any Pension Plan or the occurrence of any event or condition which might constitute grounds under ERISA for the termination
of or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of liability on Global Parent, any
of its Subsidiaries (excluding the Excluded Entities), or any of their respective ERISA Affiliates pursuant to Section 4062(e)
or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the withdrawal of Global Parent, any
of its Subsidiaries (excluding the Excluded Entities), or any of their respective ERISA Affiliates in a complete or partial withdrawal
(within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor,
or the receipt by Global Parent, any of its Subsidiaries (excluding the Excluded Entities), or any of their respective ERISA Affiliates
of notice from any Multiemployer Plan (1) imposing withdrawal liability, (2) that such Multiemployer Plan is in reorganization
or insolvency pursuant to Section 4241 or 4245 of ERISA, (3) that such Multiemployer Plan is in “endangered”
or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or (4) that
such Multiemployer Plan intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (h) the occurrence
of an act or omission which could give rise to the imposition on Global Parent, any of its Subsidiaries (excluding the Excluded
Entities), or any of their respective ERISA Affiliates of fines, penalties, Taxes, or related charges under Chapter 43 of
the Internal Revenue Code or under Section 409, Section 502(c), (i), or (l), or Section 4071 of ERISA in respect
of any Employee Benefit Plan; (i) the assertion of a material claim (other than routine claims for benefits) against any Employee
Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Global Parent, any of its Subsidiaries (excluding
the Excluded Entities), or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (j) receipt
from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to
be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue
Code or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a)
of the Internal Revenue Code, (k) the imposition of a Lien pursuant to Section 430(k) of the Internal Revenue Code or
pursuant to Section 303(k) of ERISA with respect to any Pension Plan, (l) the existence with respect to any funded Employee
Benefit Plan sponsored by Global Parent, any of its Subsidiaries (excluding the Excluded Entities), or any of their respective
ERISA Affiliates of a non-exempt “Prohibited Transaction” (within the meaning of Section 406 of ERISA or Section 4975(c)
of the Code), (m) the filing, pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application
for a waiver of the minimum funding standard with respect to any Pension Plan, (n) a determination that any Pension Plan is
in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA).


 


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


 


“Event of
Default” means each of the conditions or events set forth in Section 8.01.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.


 




    - 21 -


     


    

 


“Excluded
Accounts” means Deposit Accounts, Securities Accounts and Commodity Accounts (1) specially and exclusively used
for payroll, payroll Taxes, accrued and unpaid employee compensation payments and other employee wage and benefit payments to or
for any Grantor’s employees and (including salaries, wages, benefits and expense reimbursements, 401(k) and other retirement
plans and employee benefits, including rabbi trusts for deferred compensation and health care benefits), (2) that are zero
balance accounts or other accounts (including, for the avoidance of doubt, local operating accounts of individual retail locations)
that automatically sweep balances on an at least daily basis (other than days that are not business days for the applicable bank)
(or, solely with respect to AF Holdings and its Subsidiaries, weekly) to a concentration account that is subject to a Control Agreement
(subject to the timing requirements set forth in Section 6.17), (3) that (x) individually have a daily balance of
not more than $100,000 and (y) together with all other Deposit Accounts, Securities Accounts and Commodity Accounts constituting
Excluded Accounts under this clause (3), have a daily balance of not more than $2,500,000 in the aggregate for all such Deposit
Accounts, Securities Accounts or Commodity Accounts and (4) consisting solely of Cash or Cash Equivalents securing Permitted
Indebtedness (other than the Obligations) to the extent such security constitutes Permitted Liens (including, for avoidance of
doubt, any account used solely in connection with cash collateralizing the Workers Comp L/C to the extent not in violation of clause
(o) of the definition of “Permitted Liens”), and (5) used solely
for withholding and trust accounts, escrow and any other fiduciary accounts, and (6) subject to compliance
with Section 6.17(b), Local Deposit Accounts.


 


“Excluded
Entities” means (a) Revolution Holdings and its direct and indirect subsidiaries,
and (b) Vitamin Holdings and its direct and indirect subsidiaries and
(c) Liberty Holdings and its direct and indirect
subsidiaries; provided that (x) with respect to clausesclause
(b) and (c), to the extent not prohibited by law, regulation or the terms of such
Person’s third party Indebtedness, each such Person and its respective direct and indirect subsidiaries shall immediately,
and without further action by any Person, no longer constitute “Excluded Entities”.


 


“Excluded
Subsidiary” means any Subsidiary (a) that is prohibited, but only so long as such Subsidiary would be prohibited,
by applicable law, rule, or regulation from providing a guaranty of the Obligations or granting a Lien on its assets to secure
the Obligations or that would require governmental (including regulatory) consent, approval, license or authorization to provide
such a guaranty or grant such a Lien, unless such consent, approval, license or authorization has been received (it being understood
that the Loan Parties shall not be obligated to seek any such consent, approval, license or authorization); provided that
the exclusion in this clause (a) shall in no way be construed to (A) apply to the extent that any described prohibition
is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (B) limit, impair,
or otherwise affect any of the Collateral Agent’s continuing security interests in and liens upon any rights or interests
of any Loan Party in or to (1) monies due or to become due under or in connection with the Capital Stock of such Excluded
Subsidiary, or (2) any proceeds from the sale, license, lease, or other dispositions of the Capital Stock of such Excluded
Subsidiary; (b) to the extent the Agents and the Borrower mutually determine that the cost and/or burden of obtaining a guaranty
of the Obligations and/or a grant of a Lien on its assets to secure the Obligations by such Subsidiary outweighs the benefit to
the Lenders, (c) that is, or if it were a Loan Party, would be, an “investment company” under the Investment Company
Act of 1940, (d) that is a not-for-profit entity with a charitable purpose, or
(e) the Excluded Entities, and (f) that is a direct
or indirect Subsidiary of an entity described in clause (a), (b), (c) or (d) above. For the avoidance of doubt, none
of thethe only Excluded Subsidiaries that
are Loan Parties as of the ClosingThird
Amendment Effective Date shall be anare
the Excluded Subsidiary as of the
Closing DateEntities.


 


“Excluded
Taxes” has the meaning specified in Section 2.19(a).


 




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“Existing
Businesses” means each of the businesses owned or operated, directly or indirectly, as of the Closing Date by Global
Parent and its Subsidiaries.


 


“Existing
Indebtedness” means Indebtedness and other obligations outstanding under each of (i) the Buddy’s Credit Agreement,
(ii) the Sears Credit Agreement and (iii) the AF Credit Agreement.


 


“Exit Fee”
has the meaning specified in Section 2.10.


 


“Exit Fee
Percentage” means (i) at any time prior to the Stated Maturity Date, 0% and (ii) on and after the Stated Maturity Date,
2.00%.


 


“Extraordinary
Receipts” means any cash received by Global Parent or any of its Subsidiaries (for the avoidance of doubt, this includes
the Excluded Entities) not in the ordinary course of business (and not consisting of proceeds described in Section 2.13(a)
or (b) hereof), including, without limitation, (a) foreign, United States, state, or local Tax refunds, (b) pension
plan reversions, (c) judgments, proceeds of settlements, or other consideration of any kind in connection with any cause of
action, (d) [reserved], (e) indemnity payments, and (f) any purchase price adjustment received in connection with
any purchase agreement, excluding for the avoidance of doubt proceeds from (i) the issuance of Capital Stock of Global Parent
or the issuance of Capital Stock of any of its Subsidiaries (so long as such issuance is to its direct parent company that owns
100% of the Capital Stock of such Subsidiary prior to such issuance) and (ii) the issuance of Indebtedness (it being understood
and agreed that the issuance of Indebtedness not permitted to be incurred pursuant to Section 6.01 shall remain subject
to Section 2.13(d)).


 


“Fair Share”
has the meaning specified in Section 7.02.


 


“Fair Share
Contribution Amount” has the meaning specified in Section 7.02.


 


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


 


“Federal
Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary,
to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided, that if such day is not a Business Day, the Federal Funds Effective
Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding
Business Day.


 


“Fee Letter”
means the fee letter, dated as of the Closing Date, by and between Ultimate Parent and GACP, as the same now exists or may hereafter
be amended, modified, supplemented, extended, renewed, restated or replaced.


 




    - 23 -


     


    

 


“Financial
Officer Certification” means, with respect to the financial statements for which such certification is required, the
certification of the chief operating officer, chief financial officer, chief executive officer or other officer with similar responsibilities
of the Lead Borrower that such financial statements fairly present, in all material respects, the financial condition of the Loan
Parties (or Global Parent and its Subsidiaries, or Ultimate Parent and its Subsidiaries, as the case may be, in each case subject
to Section 5.14) as at the dates indicated and the results of their operations and their cash flows for the periods indicated,
subject to changes resulting from audit and normal year-end adjustments.


 


“Financial
Plan” has the meaning specified in Section 5.01(i).


 


“First Priority”
means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is
the only Lien to which such Collateral is subject, other than any Permitted Lien.


 


“Fiscal Quarter”
means a fiscal quarter of any Fiscal Year, which quarters shall generally end on (a) with respect to the first fiscal quarter
of any Fiscal Year, the Saturday of the thirteenth week of such Fiscal Year, (b) with respect to the second fiscal quarter
of any Fiscal Year, the Saturday of the twenty-sixth week of such Fiscal Year, (c) with respect to the third fiscal quarter
of any Fiscal Year, the Saturday of the thirty-ninth week of such Fiscal Year, and (d) with respect to the last fiscal quarter
of any Fiscal Year, the last day of such Fiscal Year, as such Fiscal Quarters may be amended in accordance with the provisions
of Section 6.16 hereof.


 


“Fiscal Year”
means the fiscal year of the Lead Borrower ending on the Saturday closest to December 31 of each calendar year (or such other
date as may be permitted by Section 6.16).


 


“Flood Hazard
Property” means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of the Secured
Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.


 


“Flow of
Funds Agreement” means that certain Letter of Direction, dated as of the Closing Date, duly executed by each Loan Party
and any other parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, in connection with the
disbursement of Loan proceeds in accordance with Section 2.05.


 


“Franchise
Agreement” means a franchising agreement between any Loan Party or any Subsidiary (excluding the Excluded Entities) thereof,
as franchisor, and any other Person, as franchisee, pertaining to the establishment and operation of a business with operations
comparable to the operations of the Lead Borrower and its Subsidiaries (excluding the Excluded Entities).


 


“Franchise
Disclosure Documents” means any uniform franchise offering circulars and franchise disclosure documents used by (and,
to the extent required, filed by) any Loan Party or Subsidiary (excluding the Excluded Entities) to comply with any applicable
law, rule, regulation or order of any Governmental Authority.


 


“Franchise
Laws” means all applicable laws, rules, regulations, orders, binding guidance or other requirements of the United States
Federal Trade Commission or any other Governmental Authority relating to the relationship between franchisor and franchisees or
to the offer, sale, termination, non-renewal or transfer of a franchise.


 


“Funding
Default” has the meaning specified in Section 2.21.


 




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“Funding
Notice” means a notice substantially in the form of Exhibit A-1.


 


“GAAP”
means, subject to the limitations on the application thereof set forth in Section 1.02, United States generally accepted
accounting principles in effect as of the date of determination thereof.


 


“GACP”
has the meaning ascribed thereto in the preamble to this Agreement.


 


“GACP Credit
Agreement” means the Credit Agreement, dated as of February 14, 2020, by and among the Loan Parties, the GACP Facility
Lenders and the GACP Facility Agent, as amended, restated, supplemented or otherwise modified from time to time; provided
that any such amendment, restatement, supplement or modification shall be subject to the terms of the Intercreditor Agreement.


 


“GACP Facility
Agents” means (1) GACP Finance Co., LLC, in its capacity as administrative agent on behalf of lenders under the GACP
Credit Agreement and (2) Kayne Solutions Fund, L.P., in its capacity as collateral agent on behalf of lenders under the GACP Credit
Agreement.


 


“GACP Facility
Lenders” means the “Lenders” under the GACP Credit Agreement.


 


“GACP Facility
Loan Documents” means the “Loan Documents” as defined in the GACP Credit Agreement.


 


“GACP Facility
Obligations” means all Indebtedness and other Obligations (as defined in the GACP Credit Agreement) of the Loan Parties
incurred or owing under the GACP Facility Loan Documents, including all obligations in respect of the payment of principal, interest,
fees, prepayment premiums and indemnification obligations, and any refinancing of such Indebtedness permitted under this Agreement
and under the Intercreditor Agreement; provided that all GACP Facility Obligations are subject to the Intercreditor Agreement.


 


“Global Parent”
has the meaning ascribed thereto in the preamble to this Agreement.


 


“Governmental
Authority” means any federal, state, municipal, national, or other government, governmental department, commission, board,
bureau, court, agency, or instrumentality or political subdivision thereof, or any entity or officer exercising executive, legislative,
judicial, regulatory, or administrative functions of or pertaining to any government or any court, in each case whether associated
with a state of the United States, the United States, or a foreign entity or government.


 


“Governmental
Authorization” means any permit, license, authorization, plan, directive, consent order, or consent decree of or from
any Governmental Authority.


 


“Grantor”
has the meaning specified in the Security Agreement.


 


“Guaranteed
Obligations” has the meaning specified in Section 7.01.


 


“Guarantor”
means (a) each Borrower (other than with respect to its own Obligations), (b) Global Parent, (c) each Guarantor Subsidiary,
and (d) each other Person which guarantees, pursuant to Article VII or otherwise, all or any part of the Obligations.


 


“Guarantor
Subsidiary” means each Subsidiary of Lead Borrower (other than the Excluded Entities and the Excluded Subsidiaries) that
is a Guarantor.


 




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“Guaranty”
means (a) the guaranty of each Guarantor set forth in Article VII, and (b) each other guaranty, in form and
substance satisfactory to each Agent, made by any other Guarantor for the benefit of the Secured Parties guaranteeing all or part
of the Obligations.


 


“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.


 


“Highest
Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted
for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law,
under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable
laws now allow.


 


“Historical
Financial Statements” means (a) all financial statements required to be delivered on or after December 28, 2019 and prior
to the Closing Date under the Sears Credit Agreement and (b) all financial statements required to be delivered on or after December
28, 2019 and prior to the Closing Date under the Buddy’s Credit Agreement, (c) the unaudited consolidated balance sheets
and related statements of income, changes in equity, and cash flows of AFGI, in each case, for each fiscal quarter ending after
December 31, 2019 and ended at least 45 days prior to the Closing Date; and (d) an unaudited pro forma consolidated balance
sheet and income statement of the Loan Parties as of the date of the most recent consolidated balance sheet delivered pursuant
to the preceding clause (c).


 


“Increased
Cost Lender” has the meaning specified in Section 2.22.


 


“Indebtedness”
means, as applied to any Person, without duplication, (a) all indebtedness for borrowed money, (b) that portion of obligations
with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP, (c) all
obligations of such Person evidenced by notes, bonds, or similar instruments or upon which interest payments are customarily paid
and all obligations in respect of notes payable and drafts accepted representing extensions of credit whether or not representing
obligations for borrowed money, (d) any obligation owed for all or any part of the deferred purchase price of property or
services, including any deferred payment obligations in connection with an acquisition to the extent such deferred payment obligations
are fixed and non-contingent (excluding any such obligations incurred under ERISA and excluding trade payables incurred in the
ordinary course of business and repayable in accordance with customary trade terms), (e) all obligations created or arising
under any conditional sale or other title retention agreement with respect to property acquired by such Person, (f) all indebtedness
secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby
shall have been assumed by that Person or is non-recourse to the credit of that Person, (g) the face amount of any letter
of credit or letter of guaranty issued, bankers’ acceptances facilities, surety bonds, and similar credit transactions issued
for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings, (h) the direct
or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting
with recourse, or sale with recourse by such Person of the obligation of another, (i) any obligation of such Person the primary
purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged,
or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against
loss in respect thereof, (j) any liability of such Person for an obligation of another through any agreement (contingent or
otherwise) (i) to purchase, repurchase, or otherwise acquire such obligation or any security therefor, or to provide funds
for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions,
or otherwise) or (ii) to maintain the solvency or any balance sheet item, level of income, or financial condition of another
if, in the case of any agreement described under subclauses (i) or (ii) of this clause (j), the
primary purpose or intent thereof is as described in clause (i) above, (k) all obligations of such Person in respect
of any exchange traded or over the counter derivative transaction, whether entered into for hedging or speculative purposes. The
Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general
partner or joint venturer, unless such Indebtedness is expressly non-recourse to such Person.


 




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“Indemnified
Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages),
penalties and claims (including Environmental Liabilities), and reasonable and documented out-of-pocket costs (including the costs
of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation, or other response action necessary to
remove, remediate, clean up, or abate any Hazardous Materials), expenses, and disbursements of any kind or nature whatsoever (including
the reasonable and documented fees and reasonable and documented out-of-pocket disbursements of counsel for Indemnitees in connection
with any investigative, administrative, or judicial proceeding commenced or threatened in writing by any Person, whether or not
any such Indemnitee shall be designated as a party or a potential party thereto, and any reasonable and documented fees or expenses
incurred by Indemnitees in enforcing this indemnity (limited, in the case of legal expenses, to the reasonable, documented and
invoiced fees and reasonable, documented and invoiced out-of-pocket disbursements of one primary counsel (to be retained by the
Administrative Agent) to all Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel in any relevant material
jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, solely in the case of an actual
or perceived conflict of interest where any Indemnitee affected by such conflict informs Lead Borrower of such conflict, in each
case, of a single additional firm of counsel in each relevant material jurisdiction for all similarly situated affected Indemnitees)),
whether direct, indirect, or consequential and whether based on any federal, state, or foreign laws, statutes, rules, or regulations
(including securities and commercial laws, statutes, rules, or regulations and Environmental Laws), on common law or equitable
cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner
relating to or arising out of (a) this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby
(including Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement
of any of the Loan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement
of the Guaranty), (b) the statements contained in any commitment letter delivered by any Lender to Ultimate Parent with respect
to the transactions contemplated by this Agreement, or (c) any Environmental Liabilities or any Hazardous Materials relating
to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of any Loan Party
or any of its Subsidiaries.


 


“Indemnified
Taxes” has the meaning specified in Section 2.19(a).


 


“Indemnitee”
has the meaning specified in Section 10.03(a).


 


“Indemnitee
Agent Party” has the meaning specified in Section 9.06.


 




    - 27 -


     


    

 


“Initial
Perfection Certificate” has the meaning assigned to such term in the definition of Perfection Certificate.


 


“Insolvency
Proceeding” means any proceeding commenced by or against any Person under any provision of any Debtor Relief Law.


 


“Intellectual
Property” has the meaning ascribed to such term in the Security Agreement.


 


“Intercompany
Subordination Agreement” means that certain Intercompany Subordination Agreement, dated as of the Closing Date, made
by the Loan Parties in favor of Collateral Agent, for the benefit of the Secured Parties, in form and substance satisfactory to
Collateral Agent.


 


“Intercreditor
Agreement” means the intercreditor agreement dated as of the date hereof among the Agent and the GACP Facility Agents,
as the same may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time in accordance
with the provisions hereof and thereof.


 


“Interest
Payment Date” means with respect to (a) any Base Rate Loan, (i) the first day of each fiscal quarter, commencing
on the first such date to occur after the Closing Date, and (ii) the final maturity date of such Loan, and (b) any LIBOR
Rate Loan, (i) the last day of each Interest Period applicable to such Loan, (ii) if earlier, three months after the
commencement of such Interest Period and (iii) the final maturity date of such Loan.


 


“Interest
Period” means, in connection with a LIBOR Rate Loan, an interest period of one, two, three, or six months, as selected
by Lead Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (a) initially, commencing on the Closing
Date or Conversion/Continuation Date thereof, as the case may be and (b) thereafter, commencing on the day on which the immediately
preceding Interest Period expires; provided, that (i) if an Interest Period would otherwise expire on a day that is
not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs
in such month, in which case such Interest Period shall expire on the immediately preceding Business Day, (ii) any Interest
Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall, subject to clause (b)(iii) of this definition, end
on the last Business Day of a calendar month, and (iii) no Interest Period with respect to any portion of any Term Loans shall
extend beyond the Maturity Date.


 


“Interest
Rate Determination Date” means, with respect to any Interest Period, the date that is two (2) Business Days prior
to the first day of such Interest Period.


 


“Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter,
and any successor statute.


 


“Inventory”
has the meaning ascribed to such term in the Security Agreement.


 


“Investment”
means (a) any direct or indirect purchase or other acquisition by the Loan Parties or any of their Subsidiaries (excluding
the Excluded Entities) of, or of a beneficial interest in, any of the Securities or all or substantially all of the assets of any
other Person (other than a Guarantor Subsidiary) (or of any division or business line of such other Person), (b) any direct
or indirect redemption, retirement, purchase, or other acquisition for value by any Subsidiary of Global Parent (excluding the
Excluded Entities) from any Person (other than a Loan Party), of any Capital Stock of such Person, (c) any direct or indirect
loan, advance, or capital contributions by Global Parent or any of its Subsidiaries (excluding the Excluded Entities) to any other
Person (other than a Loan Party), including all indebtedness and accounts receivable from that other Person that are not current
assets or did not arise from sales to that other Person in the ordinary course of business, and (d) any direct or indirect
Guaranty of any obligations of any other Person (other than a Loan Party). The amount of any Investment shall be the original cost
of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write
ups, write downs, or write offs with respect to such Investment.


 




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“Joinder”
means a Joinder substantially in the form of Annex 1 to the Security Agreement delivered by a Loan Party pursuant to
Section 5.10.


 


“Joint Venture”
means a joint venture, partnership, or other similar arrangement, whether in corporate, partnership, or other legal form; provided,
that in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.


 


“Lead Borrower”
has the meaning specified in the preamble hereto.


 


“Lender”
means (i) each lender listed on the signature pages hereto as a Lender, and (ii) any other Person that becomes a party
hereto pursuant to an Assignment Agreement other than any Person that ceases to be a party hereto pursuant to any Assignment Agreement.


 


“Liberty
Area Development Rights” means certain development rights allotted or sold, or able to be allotted or sold, to an area developer
to market and sell territories within a specified geographic area to eligible franchisees.


 


“Liberty
Franchise Rights” means the rights of a franchisee of any Liberty Party within any specified geographic area.


 


“Liberty
Holdings” means Franchise Group Intermediate L 1, LLC, a Delaware limited liability company.


 


“Liberty
Parties” means Liberty Holdings and each of its
Subsidiaries.


 


“Liberty/Revolution
Top Parent” means Franchise Group Intermediate L, LLC, a Delaware limited liability company.


 


“LIBOR Rate”
has the meaning assigned to such term in the definition of Adjusted LIBOR Rate.


 


“LIBOR Rate
Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate.


 


“Licensed
Trademarks” has the meaning specified in Section 4.26.


 


“Lien”
means (a) any lien, mortgage, pledge, assignment, hypothecation, deed of trust, security interest, charge, or encumbrance
of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and
any lease in the nature thereof) and any option, trust, or other preferential arrangement having the practical effect of any of
the foregoing, and (b) in the case of Securities, any purchase option, call, or similar right of a third party with respect
to such Securities.


 


“Loan”
means a Term Loan.


 




    - 29 -


     


    

 


“Loan Account”
means an account maintained hereunder by Administrative Agent on its books of account at the Payment Office and with respect to
Lead Borrower, in which it will be charged with all Loans made to, and all other Obligations incurred by, the Loan Parties.


 


“Loan Document”
means any of this Agreement, the Intercreditor Agreement, the Collateral Documents, the
Fee Letter, the Flow of Funds Agreement, any Guaranty, the Intercompany Subordination Agreement, each Term Note, the
Perfection Certificate, any other fee letter executed and delivered by any Loan Party to any Secured Party and all other
documents, instruments, certificates or agreements executed and delivered by a Loan Party
for the benefit of Administrative Agent, the Collateral Agent or any Lender in connection herewith.


 


“Loan Party”
means each Borrower and each Guarantor, in each case, other than the Excluded Entities and the Excluded Subsidiaries.


 


“Local
Deposit Account” means a Deposit Account maintained by a Liberty Party with respect to (and used only for) one or more store
locations.


 


“Margin Stock”
has the meaning specified in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.


 


“Material
Adverse Effect” means (i) after the Closing Date, a material adverse effect on and/or material adverse developments
with respect to (a) the business operations, properties, assets, condition (financial or otherwise) or liabilities of the
Loan Parties taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their payment obligations
under the applicable Loan Documents or (c) the rights and remedies, taken as a whole, of the Agents and the Lenders under
the Loan Documents, except that any adverse effect, change, event, or development arising from or relating to or resulting from
(1) general business, industry or economic conditions, or (2) local, regional, national or international political or social conditions,
including the declaration of a national emergency, in each case with respect or relating to the epidemic, pandemic or disease relating
to the COVID-19 virus outbreakPandemic
shall not be taken into account in determining whether a material and adverse effect has occurred under clauses (i)(a) or (b) above
or (ii) on the Closing Date, a “Material Adverse Effect” as defined in the Acquisition Agreement.


 


“Material
Intellectual Property” means Intellectual Property that is owned by a Grantor and the loss of which would reasonably
be expected, either individually or in the aggregate, to have a Material Adverse Effect.


 


“Material
Real Estate Asset” means any fee owned Real Estate Asset of a Loan Party having a fair market value in excess of $1,000,000,
as reasonably estimated by the Lead Borrower in good faith in consultation with Collateral Agent.


 


“Maturity
Date” means the earliest of (a) September 30, 2020 (the “Stated Maturity Date”) and (b) the
date that the Term Loan shall become due and payable in full hereunder, whether by acceleration or otherwise.


 


“Merger Sub”
has the meaning specified in the preamble hereto.


 


“Moody’s”
means Moody’s Investor Services, Inc.


 




    - 30 -


     


    

 


“Mortgage”
means a mortgage, deed of trust, or other deed to secure debt, in form and substance reasonably satisfactory to Collateral Agent,
made by a Loan Party in favor of Collateral Agent, for the benefit of the Secured Parties, granting a Lien on any Real Property
securing the Obligations and delivered to Collateral Agent.


 


“Multiemployer
Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) or
Section 4001(a)(3) of ERISA.


 


“Narrative
Report” means, with respect to the financial statements for which such narrative report is required, (a) a narrative
report describing the operations of the Loan Parties in the form prepared for presentation to senior management thereof, and (b) a
financial report package including management’s discussion and analysis of the financial condition and results of operations,
in each case, for the applicable fiscal month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then
current Fiscal Year to the end of such period to which such financial statements relate with comparison to and variances from the
immediately preceding period and budget.


 


“Net Orderly
Liquidation Value” means, as of any date of determination, (a) with respect to Eligible Inventory, the percentage of
the book value of such Inventory that is estimated to be recoverable in an orderly liquidation of such Inventory net of all associated
costs and expenses of such liquidation, such percentage to be determined as to each category of Inventory and as specified in the
most recent appraisal of Inventory delivered pursuant to Section 5.06; provided that the Net Orderly Liquidation
Value shall be calculated with respect to Eligible Inventory by (x) any one of the following that is mutually agreeable to Administrative
Agent and Borrower: Gordon Brothers, Great America, or Hilco or (y) any other appraiser selected by Administrative Agent and reasonably
acceptable to Borrower or (b) with respect to Eligible Rental Agreements of any Person, the net orderly liquidation value expected
to be realized at an orderly, negotiated sale held within a reasonable time period from the most recent Eligible Rental Agreement
Portfolio appraisal received by the Administrative Agent or Borrowing Base Certificate.


 


“Net Proceeds”
means (a) with respect to any Asset Sale, an amount equal to: (i) Cash payments received by the Global Parent or any
of its Subsidiaries (for the avoidance of doubt, this includes the Excluded Entities) from such Asset Sale, minus (ii) any
bona fide direct costs incurred in connection with such Asset Sale to the extent paid or payable to non-Affiliates, including
(A) income or gains Taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale during
the Tax period the sale occurs, (B) payment of the outstanding principal amount of, premium or penalty and interest on, any
Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid
under the terms thereof as a result of such Asset Sale, and (C) a reasonable reserve for any indemnification payments (fixed
or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset
Sale undertaken by Global Parent or any of its Subsidiaries (for the avoidance of doubt, this includes the Excluded Entities) in
connection with such Asset Sale; provided, that upon release of any such reserve, the amount released shall be considered
Net Proceeds, and (b) with respect to any insurance, condemnation, taking, or other casualty proceeds, an amount equal to:
(i) any Cash payments or proceeds received by Global Parent or any of its Subsidiaries (for the avoidance of doubt, this includes
the Excluded Entities) (A) under any casualty, business interruption, or “key man” insurance policies in respect
of any covered loss thereunder or (B) as a result of the condemnation or taking of any assets of Global Parent or any of its
Subsidiaries (for the avoidance of doubt, this includes the Excluded Entities) by any Person pursuant to the power of eminent domain,
condemnation, or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking,
minus (ii) (A) any actual and reasonable costs incurred by Global Parent or any of its Subsidiaries (for
the avoidance of doubt, this includes the Excluded Entities) in connection with the adjustment or settlement of any claims of Global
Parent or any of its Subsidiaries (for the avoidance of doubt, this includes the Excluded Entities) in respect thereof, and (B) any
bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (b)(i)(B)
of this definition to the extent paid or payable to non-Affiliates, including income Taxes payable as a result of any gain recognized
in connection therewith (including, without limitation, Permitted Tax Payments).


 




    - 31 -


     


    

 


“Non-Consenting
Lender” shall have the meaning assigned to such term in Section 2.22).


 


“Non-US Lender”
has the meaning specified in Section 2.19(d)(ii).


 


“Obligations”
means all loans (including the Term Loans (inclusive of 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), the Exit Fee, liabilities, obligations (including indemnification obligations),
fees (including the fees provided for in the Fee Letter or any other fee letter to which any of the Secured Parties are party),
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 this 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 any Loan Party is required to pay or reimburse by the Loan Documents, by law, or otherwise
in connection therewith. Without limiting the generality of the foregoing, the Obligations of Borrowers under the Loan Documents
include the obligation to pay (a) the principal of the Term Loans, (b) interest accrued on the Term Loans, (c) expenses,
(d) the Exit Fee, and the other fees payable under this Agreement or any of the other Loan Documents, and (e) indemnities
and other amounts payable by any Loan Party under any Loan Document. Any reference in this 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.


 


“OFAC Sanctions
Programs” means (a) the Requirements of Law and Executive Orders administered by OFAC, including but not limited
to, Executive Order No. 13224, and (b) the list of Specially Designated Nationals and Blocked Persons administered by
OFAC, in each case, as renewed, extended, amended, or replaced.


 


“Organizational
Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization,
as amended, and its by-laws, as amended, (b) with respect to any limited partnership, its certificate of limited partnership,
as amended, and its partnership agreement, as amended, (c) with respect to any general partnership, its partnership agreement,
as amended, and (d) with respect to any limited liability company, its articles of organization or certificate of formation,
as amended, and its operating agreement or limited liability company agreement, as amended. In the event any term or condition
of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar
governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily
certified by such governmental official.


 


“Other Connection
Taxes” has the meaning specified in Section 2.19(a).


 


“Other Taxes”
has the meaning specified in Section 2.19(b).


 




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“Owned Trademarks”
has the meaning specified in Section 4.26.


 


“Parent Company”
means each of Global Parent, Liberty/Revolution Top Parent, Vitamin Intermediate Parent and Vitamin Top Parent.


 


“Participant
Register” has the meaning specified in Section 10.06(h)(ii).


 


“PATRIOT
Act” has the meaning specified in Section 4.32.


 


“Payment
Office” means Administrative Agent’s office as may be designated in writing from time to time by Administrative
Agent to Lead Borrower.


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any successor thereto.


 


“Pension
Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal
Revenue Code or Section 302 of ERISA.


 


“Perfection
Certificate” means a certificate, in the form attached hereto as Exhibit B, reasonably satisfactory to Collateral Agent
that provides information with respect to the assets of each Loan Party (the “Initial Perfection
Certificate”), as modified by that certain Supplement to Perfection Certificate, dated as
of the Third Amendment Effective Date, by the Loan Parties.


 


“Permitted
Acquisition” means the purchase or other acquisition, by merger, consolidation or otherwise, by the Lead Borrower or
any Subsidiary of any Capital Stock in, or all or substantially all the assets of (or all or substantially all the assets constituting
a business unit, division, product line or line of business of), any Person; provided that (a) in the case of any purchase or other
acquisition of Capital Stock in a Person, (i) such Person, upon the consummation of such purchase or acquisition, will be a Subsidiary
(including as a result of a merger or consolidation between any Subsidiary and such Person), or (ii) such Person is merged into
or consolidated with a Subsidiary and such Subsidiary is the surviving entity of such merger or consolidation, (b) with respect
to each such purchase or other acquisition, all actions required to be taken with respect to such newly created or acquired Subsidiary
(including each subsidiary thereof) or assets in order to satisfy the requirements set forth in Section 5.10, Section
5.11 or Section 5.13, as applicable, (or arrangements for the taking of such actions after the consummation of the Permitted
Acquisition shall have been made that are reasonably satisfactory to the Collateral Agent) (unless such newly created or acquired
Subsidiary is an Excluded Entity or is otherwise an Excluded Subsidiary), (c) after giving effect to any such purchase or other
acquisition, no Event of Default shall have occurred and be continuing or would immediately result therefrom, (d) such acquisition
shall not be hostile and shall have been approved by the Board of Directors and/or the stockholders or other equityholders of such
Person, as applicable, (e) the total consideration paid in connection with such purchase or acquisition shall not exceed $1,000,000
in any Fiscal Year, and (f) Borrowers have shall have provided each Agent with written notice of the proposed acquisition at least
3 Business Days prior to the anticipated closing date of the proposed acquisition and substantially contemporaneously with the
closing of the acquisition shall have provided each Agent copies of the acquisition agreement and other material documents and
deliverable relative to the proposed acquisition.


 


“Permitted
Discretion” means a good faith determination made by an Agent, exercising commercially reasonable business judgment from
the perspective of a secured asset-based lender.


 




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“Permitted
Holders” means (a) Vintage Capital Management, LLC, (b) Brian Kahn, (c) Lauren Kahn, (d) Tributum, L.P., (e) Stefac LP,
(f) Vintage Tributum, L.P., (g) Kahn Capital Management, LLC, (h) Vintage Vista GP, LLC, (i) Andrew Laurence, (j) B. Riley FBR,
Inc., (k) Bryant R. Riley, (l) any direct or indirect current or former equityholders of Buddy’s Newco, LLC or Franchise
Group New Holdco, LLC, (m) Samjor Family LP, (n) Vintage RTO, L.P. and (o) any Affiliates, general partners, limited partners,
investment managers, investment advisors, investment funds or direct or indirect equity holders, successors or assigns of any of
the foregoing.


 


“Permitted
Indebtedness” means:


 


(a) (a) the
Obligations,


 


(b) (b) Indebtedness
of any Guarantor Subsidiary to any Borrower or to any other Guarantor Subsidiary, or of any Borrower to any Guarantor Subsidiary,
or of any Loan Party to any Subsidiary of Global Parent that is not a Loan Party; provided, that (i) all such Indebtedness
shall be evidenced by promissory notes and all such notes shall be subject to a First Priority Lien pursuant to the Security Agreement,
and (ii) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations
pursuant to the terms of the Intercompany Subordination Agreement,


 


(c) (c) Indebtedness
incurred by the Loan Parties and their Subsidiaries arising from agreements providing for indemnification, adjustment of purchase
or acquisition price, deferred purchase price or similar obligations, or from guaranties or letters of credit, surety bonds, or
performance bonds securing the performance of such Loan Party or any such Subsidiary pursuant to such agreements, in connection
with Permitted Acquisitions, the Transactions or permitted dispositions of any business or assets of such Loan Party or such Subsidiary,


 


(d) (d) Indebtedness
which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal, or similar obligations incurred
in the ordinary course of business and Indebtedness constituting guaranties in the ordinary course of business of the obligations
of suppliers, customers, franchisees, and licensees of the Loan Parties and their Subsidiaries (including, without limitation,
Indebtedness consisting of take or pay obligations contained in supply agreements in the ordinary course of business), and including,
without limitation, Indebtedness consisting of obligations contained in non-exclusive licenses of patents, trademarks, and other
intellectual property rights granted by any Loan Party or any of its Subsidiaries in the ordinary course of business and not interfering
in any respect with the ordinary conduct of the business of such Loan Party or any such Subsidiary),


 


(e) (e) Indebtedness
in respect of Cash Management Services, netting services, automated clearinghouse arrangements, overdraft protections, and otherwise
in connection with deposit accounts or from the honoring of a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business,


 




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(f) (f) Indebtedness
described in Schedule 6.1, but not any extensions, renewals, or replacements of such Indebtedness except (i) renewals
and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date
of this Agreement (or, with respect to Indebtedness described in the supplement to Schedule 6.1 attached
to the Third Amendment, the Third Amendment Effective Date), and (ii) refinancings and extensions of any such Indebtedness
if the terms and conditions thereof are not less favorable to the obligor thereon or to Lenders than the Indebtedness being refinanced
or extended (except that the interest rate on such Indebtedness shall be at the then prevailing market rate), and the average life
to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, that such
Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness
of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed, or refinanced, (B) exceed
in a principal amount the Indebtedness being renewed, extended, or refinanced (together with any premium, penalty, interest and
any fees and expenses), or (C) be incurred, created, or assumed if any Event of Default has occurred and is continuing or
would result therefrom,


 


(g) (g) Permitted
Purchase Money Indebtedness,


 


(h) (h) Indebtedness
owing to insurance carriers and incurred to finance insurance premiums of Global Parent or any of its Subsidiaries in the ordinary
course of business,


 


(i) (i) guarantees
by Global Parent and the Loan Parties of any indebtedness or other obligations of any Loan Party or Subsidiary (other than an Excluded
Entity) permitted to be incurred hereunder,


 


(j) (j)
 Indebtedness (1) incurred by Sears Top Parent or any of its Subsidiaries
arising under the Workers Comp L/C so long as the face amount thereof does not exceed $5,565,000, together with any additional
amounts (in an aggregate additional face amount not exceeding $5,565,000) temporarily outstanding for no longer than ten (10) Business
Days (or such later date as the Administrative Agent may approve) during the replacement process of the Workers Comp L/C as permitted
by the definition of Workers Comp L/C and (2) incurred by the Lead Borrower or any of its Subsidiaries in respect of letters of
credit, bank guarantees, warehouse receipts, bankers’ acceptances or similar instruments issued or created in the ordinary
course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property,
casualty or liability insurance or self-insurance or other reimbursement-type obligations regarding workers compensation claims;



 


(k) (k) Indebtedness
under the GACP Credit Agreement and the GACP Facility Loan Documents so long as it remains subject to the terms of the Intercreditor
Agreement and such GACP Facility Obligations in aggregate amount do not exceed the Maximum Term Principal Obligations (as defined
in the Intercreditor Agreement), 


 


(l) (l) 
[Reserved],


 


(m) (m) Indebtedness
representing deferred compensation or stock-based compensation owed to employees, consultants or independent contractors of Global
Parent or its Subsidiaries incurred in the ordinary course of business or consistent with past practice;,


 




    - 35 -


     


    

 


(n) (n) all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on
obligations described in clauses (a) through (m) above;,


 


(o) (o) Indebtedness
assumed after the Closing Date in connection with any (1) Permitted Acquisition; provided that such Indebtedness was not incurred
in contemplation of such acquisition or such Person becoming a Loan Party or (2) any other Investment not prohibited by Section
6.07; provided that any Indebtedness assumed pursuant to this clause (o) (other than, to the extent constituting Indebtedness,
motor vehicle leases) shall not exceed in an aggregate principal amount of $2,500,000 at any time outstanding, 


 


(p) (p)
 to the extent constituting Indebtedness, motor vehicle leases in the ordinary
course of business, subject to Section 6.13, 


 


(q) (q)
 Indebtedness of any Borrower, Guarantor or any of their Subsidiaries entered
into in the ordinary course of business pursuant to a Hedge Agreement; provided, that, (i) such arrangements are not for speculative
purposes, and (ii) such Indebtedness shall be unsecured, except to the extent secured by a Permitted Lien, and


 


(r) (p) other
Indebtedness in an aggregate principal amount not exceeding $1,250,000 at any time outstanding.,


 


(s) Indebtedness
not to exceed $1,000,000 owing to First Horizon Bank (formerly First Tennessee Bank) in connection with a credit card program provided
by such lender to the Liberty Parties from time to time,


 


(t) Indebtedness
of any Loan Party or any of their Subsidiaries incurred in connection with any non-payment of rent by such Loan Party or Subsidiary
caused by the COVID-19 Pandemic; provided that the aggregate outstanding amount of such Indebtedness attributable to unpaid rent
shall not exceed $7,700,000 at any time, and


 


(u) unsecured
Indebtedness owing to area developers and/or franchisees incurred by the Liberty Parties solely for the purpose of repurchasing
Liberty Area Development Rights and/or Liberty Franchise Rights as permitted under clauses (o) and (p) of the definition of “Permitted
Investments”; provided that (i) such Indebtedness shall not bear interest, and (ii) the aggregate outstanding principal amount
of such Indebtedness shall not exceed $250,000 at any time.


 


“Permitted
Investments” means:


 


(a) (a) Investments
in Cash and Cash Equivalents,


 


(b) (b) equity
Investments owned as of the Closing Date in any Subsidiary of Global Parent and Investments made after the Closing Date in any
wholly owned Guarantor Subsidiaries,


 




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(c) (c) Investments
(i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors,
and (ii) deposits, prepayments, and other credits to suppliers made in the ordinary course of business consistent with the
past practices of the Loan Parties and their Subsidiaries,


 


(d) (d) to
the extent constituting an Investment, (1) Permitted Indebtedness and (2) purchases and acquisitions of inventory, supplies, materials
or equipment or purchases, acquisitions, non-exclusive licenses or leases of other assets, Intellectual Property, or other rights,
in each case in the ordinary course of business;


 


(e) (e) Consolidated
Capital Expenditures,


 


(f) (f) the
Acquisition and Permitted Acquisitions,


 


(g) (g) Investments
described in Schedule 6.7,


 


(h) (h) Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business,


 


(i) (i) advances
in the form of prepayment of expenses that are expected to be due and payable in connection with operations of the Loan Parties
and their Subsidiaries in the ordinary course of business, so long as such expenses are being paid in accordance with customary
trade terms of the applicable Person, 


 


(j) (j) the
A Team Secured Note, 


 


(k) (k) Investments
consisting of non-exclusive licenses of patents, trademarks, and other intellectual property rights granted by any Loan Party or
any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the
business of such Loan Party or any such Subsidiary,


 


(l) (l) promissory
notes and other non-cash consideration received in connection with dispositions permitted by Section 6.09,


 


(m) (m)
 advances of payroll payments to employees in the ordinary course of business,
and


 


(n) (n) other
Investments not otherwise described above in an aggregate amount not to exceed at any time $2,500,000 and at the time of making
any such Investment no Event of Default shall have occurred and be continuing or would immediately result therefrom.,


 


(o) so
long as (x) no Default or Event of Default shall have occurred and be continuing or shall be caused thereby and (y) both prior
and after giving effect to such repurchase, the Fixed Charge Coverage Ratio (as defined in the GACP Credit Agreement) is at least
0.25x greater than the then applicable level set forth in Section 6.08(a) of the GACP Credit Agreement, repurchases of Liberty
Area Development Rights; provided that (i) any such repurchase shall be made at a purchase price not to exceed four times the net
revenue (i.e. the actual amount received by the area developer from franchise owners related to tax preparation royalties) for
the applicable geographic area covered by such Liberty Area Development Rights for the most-recent trailing twelve-month period,
(ii) the purchase price for any such repurchase will be paid only from available cash, Indebtedness incurred in accordance with
clause (u) of the definition of “Permitted Indebtedness” and/or forgiveness of loans and other advances made by the
Liberty Parties to the applicable area developer, and (iii) the aggregate purchase price for repurchases of Liberty Area Development
Rights shall not exceed $250,000 during any Fiscal Year,


 




    - 37 -


     


    

 


(p) so
long as (x) no Default or Event of Default shall have occurred and be continuing or shall be caused thereby and (y) both prior
and after giving effect to such repurchase, the Fixed
Charge Coverage Ratio (as defined in the GACP Credit Agreement) is at least 0.25x greater than the then applicable level set forth
in Section 6.08(a) of the GACP Credit Agreement, repurchases of Liberty Franchise Rights; provided that (i) any such repurchase
shall be made at a purchase price not to exceed the net tax return preparation revenue for the applicable franchise included in
such Liberty Franchise Rights for the most-recent trailing twelve-month period, (ii) the purchase price for any such repurchase
will be paid only from available cash, Indebtedness incurred in accordance with clause (u) of the definition of “Permitted
Indebtedness” and/or forgiveness of loans and other advances made by the Liberty Parties to the applicable franchisee, and
(iii) the aggregate purchase price for repurchases of Liberty Franchise Rights shall not exceed $250,000 during any Fiscal Year,
and


 


(q) loans
and advances to franchisees made by the Liberty Parties in the ordinary course of business and consistent with past practice in
connection with the sale of Liberty Franchise Rights; provided that (i) such loans and advances shall be evidenced by promissory
notes and any such promissory notes with an individual value or more than $250,000 shall be pledged to the Collateral Agent, for
the benefit of the Secured Parties, in accordance with the Loan Documents and (ii) the aggregate outstanding principal amount of
such loans and advances made in reliance on this clause (q) shall not exceed $5,000,000 at any time.


 


“Permitted
Liens” means:


 


(a) (a) Liens
in favor of Collateral Agent for the benefit of the Secured Parties granted pursuant to any Loan Document,


 


(b) (b) Liens
for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted and reserves required by GAAP have been made,


 


(c) (c) statutory
Liens of landlords, banks (and rights of set off), carriers, warehousemen, mechanics, repairmen, workmen, and materialmen, and
other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or by
Section 303(k) of ERISA), in each case incurred in the ordinary course of business for amounts not overdue by more than thirty
(30) days or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted
and reserves required by GAAP have been made,


 




    - 38 -


     


    

 


(d) (d) Liens
incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance, and other types
of social security, or to secure appeal bonds or the performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, trade contracts, performance and return of money bonds, and other similar obligations (exclusive
of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale, or similar proceedings
have been commenced with respect to any portion of the Collateral on account thereof,


 


(e) (e) easements,
rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will
not interfere in any material respect with the ordinary conduct of the business of the Loan Parties and their Subsidiaries,


 


(f) (f) any
interest or title of a lessor or sublessor under any lease of real estate permitted hereunder,


 


(g) (g) Liens
solely on any cash earnest money deposits made by any Loan Party or any of its Subsidiaries in connection with any letter of intent
or purchase agreement permitted hereunder,


 


(h) (h) purported
Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property
entered into in the ordinary course of business,


 


(i) (i) 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,


 


(j) (j) any
zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any
real property,


 


(k) (k) non-exclusive
licenses of patents, trademarks, and other intellectual property rights granted by any Loan Party or any of its Subsidiaries in
the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Loan Party
or any such Subsidiary,


 


(l) (l) Liens
in favor of banking or other financial institutions arising as a matter of law or relating exclusively to Cash Management Services,


 


(m) (m) Liens
described in Schedule 6.2,


 


(n) (n) Liens
securing Permitted Purchase Money Indebtedness; provided, that any such Lien shall encumber only the asset subject to such
Capital Lease or the asset acquired with the proceeds of such Indebtedness,


 




    - 39 -


     


    

 


(o) (o) cash
collateral in an aggregate amount at any time not exceeding 105% multiplied the face amount of the Workers Comp L/C, together with
any additional cash collateral (in an aggregate additional amount not exceeding 105% off the face amount of any replacement Workers
Comp L/C) temporarily outstanding for no longer than ten (10) Business Days (or such later date as Administrative Agent may approve)
during the replacement process of the Workers Comp L/C as permitted by the definition of Workers Comp L/C,


 


(p) (p) Liens
securing the GACP Facility Obligations to the extent permitted to be incurred pursuant to clause (k) of Permitted Indebtedness;
provided that such Liens are at all times subject to the Intercreditor Agreement,


 


(q) (q) [Reserved],


 


(r) (r) Liens
in favor of Credit Card Issuers and Credit Card Processors arising in the ordinary course of business securing the obligation to
pay customary fees and expenses in connection with credit card arrangements,


 


(s) (s) Liens
in respect of any judgments that, individually or in the aggregate, would not constitute an Event of Default hereunder,


 


(t) (t) possessory
Liens in favor of brokers and dealers in connection with the acquisition or dispositions of Permitted Investments, provided
that such liens (i) attach only to such Investments and (ii) secure only obligations incurred in the ordinary course
and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with Margin
Stock,


 


(u) (u) any
interest of, and Liens granted to, consignors in the ordinary course of business with respect to the consignment of goods to a
Loan Party,


 


(v) (v) Liens
constituting premium rebates securing financing arrangements with respect to insurance premiums, 


 


(w) (w) Liens
existing on property or other assets at the time of its acquisition or existing on the property or other assets of any Person at
the time such Person becomes a Loan Party, in each case after the Closing Date, and any modifications, replacements, renewals or
extensions thereof; provided that (A) any such Lien was not created in contemplation of such acquisition or such Person becoming
a Loan Party, (B) any such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof
and other than after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time
that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such
requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition)
and (C) any such Lien secures Indebtedness and other obligations are permitted under clause (g), clause (o) or clause (p) of the
“Permitted Indebtedness” definition;,


 




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(x) (x) Liens
on motor vehicles securing Indebtedness permitted by clause (p) of the definition of “Permitted Indebtedness”;
and,


 


(y) (y) other
Liens securing obligations in an aggregate principal amount not exceeding $1,250,000 at any time outstanding.,
and


 


(z) Liens
on real property owned by JTH Court Plaza, LLC located at 2387 Liberty Way, Virginia Beach, VA 23456, to secure the obligations
of the Liberty Parties under the credit card program referenced in clause (s) of the definition of “Permitted Indebtedness”.


 


“Permitted
Purchase Money Indebtedness” means, as of any date of determination, (A) Indebtedness (other than the Obligations, but
otherwise including Capital Leases and purchase money Indebtedness), incurred after the Closing Date and at the time of, or within
180 days after, the acquisition, purchase, lease, construction, repair, replacement or improvement of any fixed assets for
the purpose of financing all or any part of the acquisition, purchase, lease, construction, repair, replacement or improvement
cost thereof and (B) any refinancing of any Indebtedness set forth in the immediately preceding clause (A) (or successive refinancings
thereof), in each case, in an aggregate principal amount outstanding at any one time not in excess of $10,000,000.


 


“Permitted
Tax Payments” means distributions or other payments from Lead Borrower to Global Parent, which will in turn be distributed
by Global Parent, in an amount equal to the amounts required under Sections 4.01(b), 4.01(c) and 4.01(d) of the First Amended and
Restated Limited Liability Company Agreement of Global Parent, dated as of July 10, 2019, as in effect on the date hereof.


 


“Person”
means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts, or other organizations, whether or not legal entities, and Governmental Authorities.


 


“Phase I
Report” means, with respect to any Real Property, a report that (a) conforms to the ASTM Standard Practice for Environmental
Site Assessments: Phase I Environmental Site Assessment Process, E 1527, (b) was conducted no more than six months prior to the
date such report is required to be delivered hereunder, by one or more environmental consulting firms reasonably satisfactory to
Collateral Agent, (c) includes an assessment of asbestos containing materials at such Real Property, and (d) is accompanied by
an estimate of the reasonable worst case cost of investigating and remediating any Hazardous Materials activity identified in the
Phase I Report as giving rise to an actual or potential material violation of any Environmental Law or as presenting a material
risk of giving rise to a material Environmental Action.


 


“Principal
Office” means, the Administrative Agent’s “Principal Office” as set forth on Appendix B
or such other office as such Person may from time to time designate in writing to Borrower and each Lender.


 


“Pro Rata
Share” means (a) with respect to all payments, computations, and other matters relating to the Term Loan of any
Lender, the percentage obtained by dividing (i) the Term Loan Exposure of that Lender, by (ii) the aggregate Term Loan
Exposure of all Lenders, and (b) for all other purposes with respect to each Lender, the percentage obtained by dividing (i) an
amount equal to the sum of the Term Loan Exposure of that Lender, by (ii) an amount equal to the sum of the aggregate Term
Loan Exposure of all Lenders.


 


“Projections”
has the meaning specified in Section 4.08.


 




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“Protective
Advances” has the meaning specified in Section 2.03.


 


“Qualified
Capital Stock” means and refers to any Capital Stock issued by Global Parent or Lead Borrower (and not by any other Person)
that is not Disqualified Capital Stock.


 


“Qualified
Cash” means, as of any date of determination, the amount of unrestricted Cash and Cash Equivalents of the Loan Parties
that is in Deposit Accounts or in Securities Accounts, or any combination thereof, which such Deposit Account or Securities Account
is subject to a Control Agreement (subject to the timing requirements set forth in Section 6.17) and is maintained
by a branch office of the bank or securities intermediary located within the United States.


 


“Real Estate
Asset” means, at any time of determination, any interest (fee, leasehold, or otherwise) then owned by any Loan Party
in any real property.


 


“Real Property”
means any real property (including all buildings, fixtures, or other improvements located thereon) now, hereafter, or heretofore
owned or leased by any Loan Party or any of their respective predecessors or Affiliates.


 


“Refranchising
Activity” means the sale of any retail locations owned or operated by a Loan Party to franchisee(s) to be owned and operated
by such franchisee(s), with such franchisee(s) to provide royalties to a Loan Party in connection with the operation of such retail
locations.


 


“Register”
has the meaning specified in Section 2.06(b).


 


“Regulation
D” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.


 


“Reinvestment
Amounts” has the meaning specified in Section 2.13(a).


 


“Related
Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial
loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.


 


“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.


 


“Rental Agreements”
means each rental agreements entered into by a Loan Party with a customer of such Loan Party


 


“Replacement
Lender” has the meaning specified in Section 2.22.


 


“Reports”
has the meaning specified in Section 9.11(a).


 


“Required
Lenders” means, as of any date of determination, Lenders whose Pro Rata Shares aggregate to at least 50.1%.


 




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“Requirements
of Law” means, with respect to any Person, collectively, the common law and all federal, state, provincial, local, foreign,
multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders,
judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation
or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in
each case that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property
is subject.


 


“Reserves”
means, (1) without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria
or the definition of “Borrowing Base” or “Net Orderly Liquidation Value”, such reserves as Administrative
Agent from time to time determines in its Permitted Discretion as being appropriate (a) to reflect the impediments to Agents’
ability to realize upon the Collateral, (b) to reflect claims and liabilities that Administrative Agent determines will need to
be satisfied in connection with the realization upon the Collateral, (c) to reflect criteria, events, conditions, contingencies
or risks which adversely affect any component of the Borrowing Base, or (d) to reflect that a Default or an Event of Default then
exists; provided that, without limiting the generality of the foregoing, such Reserves may include, in Administrative Agent’s
Permitted Discretion, (but are not limited to) reserves based on: (i) rent; (ii) customs duties, and other costs to release Inventory
which is being imported into the United States; (iii) outstanding Taxes and other governmental charges, including, without limitation,
ad valorem, real estate, personal property, sales, claims of the PBGC and other Taxes which may have priority over the interests
of Agents in the Collateral; (iv) the aggregate remaining value at such time of outstanding merchandise credits of the Loan Parties,
(v) deposits made by customers with respect to the purchase of goods or the performance of services and layaway obligations of
the Loan Parties, (vi) reserves for reasonably anticipated changes in the Net Orderly Liquidation Value of Eligible Inventory and
Eligible Rental Agreements between appraisals, (vii) warehousemen’s or bailee’s charges and other Permitted Liens which
may have priority over the interests of Agents in the Collateral, (viii) commissions and other amounts due to Third Party Franchisees,
(ix) rebates, discounts, warranty claims and returns, and (x) reserves as Administrative Agent from time to time determines in
its Permitted Discretion as being appropriate to reflect the reasonably anticipated liabilities and obligations of the Loan Parties
with respect to Cash Management Services then provided or outstanding, and (2) such reserves as may be established from time to
time by Administrative Agent in its Permitted Discretion, without duplication of any other Reserves or items that are otherwise
addressed or excluded through eligibility criteria or the definition of “Borrowing Base” or “Net Orderly Liquidation
Value”, with respect to the determination of the (a) saleability, at retail, of the Eligible Inventory, which reflect such
other factors as affect the market value of the Eligible Inventory or which reflect claims and liabilities that Administrative
Agent determines will need to be satisfied in connection with the realization upon the Inventory and (b) collectibility, of the
Eligible Rental Agreements, which reflect claims and liabilities that Administrative Agent determines will need to be satisfied
in connection with the realization upon the Eligible Rental Agreements; provided that, without limiting the generality of
the foregoing, such Reserves under this clause (2) may, in Administrative Agent’s Permitted Discretion, include (but are
not limited to) reserves based on: (I) obsolescence; (II) seasonality; (III) Inventory which has been lost, misplaced, stolen,
or is otherwise unaccounted for; (IV) Imbalance; (V) change in Inventory character; (VI) change in Inventory composition; (VII)
change in Inventory mix; (VIII) mark-downs (both permanent and point of sale); (IX) retail mark-ons and mark-ups inconsistent with
prior period practice and performance, industry standards, current business plans or advertising calendar and planned advertising
events and (X) discounts, reductions and other adjustments of amounts due under Rental Agreements consistent with the treatment
provided for in the most recently delivered Borrowing Base Certificate or the most recent Rental Agreement Portfolio appraisal
received by the Administrative Agent.


 




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“Restricted
Junior Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares of any
class of Capital Stock of Lead Borrower or Global Parent now or hereafter outstanding, except a dividend payable solely in shares
of that class of Capital Stock to the holders of that class, (b) any redemption, retirement, sinking fund or similar payment,
purchase, or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of Global Parent or any
of its Subsidiaries (for the avoidance of doubt, this includes the Excluded Entities), (c) any payment made to retire, or
to obtain the surrender of, any outstanding warrants, options, or other rights to acquire shares of any class of Capital Stock
of Global Parent or any of its Subsidiaries (for the avoidance of doubt, this includes the Excluded Entities), (d) management
or similar fees (and related expenses) payable to any Permitted Holder or any of its Affiliates or any other Affiliates of any
Loan Party, and (e) 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 subordinated Indebtedness
(excluding, to the extent considered subordinated, the GACP Facility Obligations), in each case, whether such dividend, distribution
or other payment is made in cash or other assets.


 


“Revolution
Holdings” means Franchise Group Intermediate R, LLC, a Delaware limited liability company.


 


“S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.


 


“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, or (d) a Person resident in or determined to
be resident in a country, in each case of clauses (a) through (d) that is a target of Sanctions, including a target of
any country sanctions program administered and enforced by OFAC.


 


“Sanctioned
Person” means, at any time, (a) any Person named on the list of Specially Designated Nationals and Blocked Persons
maintained by OFAC or any other Sanctions-related list maintained by any relevant Sanctions authority, (b) a Person or legal
entity that is a target of Sanctions, (c) any Person operating, organized, or resident in a country that is a Sanctioned Entity,
or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf of
any such Person or Persons described in clauses (a) through (c) above.


 


“Sanctions”
means individually and collectively, respectively, any and all economic, trade, financial, or other sanctions laws, regulations,
or embargoes imposed, administered, or enforced from time to time by: (a) the United States of America, including, without
limitation, those administered by OFAC or the U.S. Department of State, (b) the United Nations Security Council, or (c) any
other governmental authority in any jurisdiction in which any Loan Party or any of their respective Subsidiaries is located or
doing business.


 


“Sears Credit
Agreement” means that certain Credit Agreement, dated as of October 23, 2019, among Sears Top Parent, certain of its
subsidiaries as guarantors, the other parties party thereto and Guggenheim Credit Services, LLC, a Delaware limited liability company,
as administrative agent, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Sears Top
Parent” means Franchise Group Intermediate S, LLC, a Delaware limited liability company.


 


“Secured
Parties” means the Agents and Lenders.


 




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“Securities”
means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit
sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated, or otherwise, or in general any instruments commonly known as “securities” or any certificates
of interest, shares, or participations in temporary or interim certificates for the purchase or acquisition of, or any right to
subscribe to, purchase, or acquire, any of the foregoing.


 


“Securities
Account” means a securities account (as defined in the UCC).


 


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


 


“Security
Agreement” means thethat certain Amended
and Restated ABL Security Agreement executed by the Loan Parties in favor of the Collateral
Agent, for the benefit of the Secured Parties, substantially in
the form of Exhibit G,
as it may be amended, supplemented, or otherwise modified from time to time.


 


“Solvent”
means, with respect to the Global Parent, the Lead Borrower and its Subsidiaries (on a consolidated basis), that as of the date
of determination, both (a)(i) the sum of the debt (including contingent liabilities) of Global Parent, the Lead Borrower and its
Subsidiaries (on a consolidated basis) does not exceed the present fair saleable value of the present assets of the Loan Parties
(on a consolidated basis), (ii) the capital of Global Parent, the Lead Borrower and its Subsidiaries (on a consolidated basis)
is not unreasonably small in relation to its business as contemplated on the date of determination, and (iii) Global Parent,
the Lead Borrower and its Subsidiaries (on a consolidated basis) have not incurred and do not intend to incur, or believe (nor
should they reasonably believe) that they will incur, debts beyond their ability to pay such debts as they become due (whether
at maturity or otherwise), and (b) Global Parent, the Lead Borrower and its Subsidiaries (on a consolidated basis) are “solvent”
within the meaning given that term 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).


 


“Specified
Acquisition Agreement Representations” means such of the representations made by, or with respect to, AFGI in the Acquisition
Agreement, but only to the extent that Ultimate Parent (or its applicable affiliate) has a right (taking into account any applicable
cure provisions) not to consummate the transactions contemplated by the Acquisition Agreement or to terminate its (or its applicable
affiliate’s) obligations under the Acquisition Agreement, in each case, as a result of a breach of such representations and
warranties that are material to the interests of the Lenders.


 


“Specified
Event of Default” means an Event of Default described under Section 8.01(a), (c) (solely with respect to
Section 5.01(a), (b), (c) and (d) and Section 6.08), (f) or (g); provided,
that, solely for purposes of Section 9.05, Section 10.06, and the definition of “Eligible Assignee”,
any Event of Default pursuant to Section 8.01(c) shall constitute a Specified Event of Default only if such Event of Default
occurs in (x) two consecutive Fiscal Quarters or (y) two Fiscal Quarters in any four-Fiscal Quarter period. For the avoidance of
doubt, the immediately preceding proviso shall not apply for purposes of determining whether default interest applies pursuant
to Section 2.09.


 




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“Specified
Representations” means the representations and warranties set forth in Sections 4.01(a), 4.01(b) (solely
with respect to power and authority to enter into the Loan Documents and to carry out the transactions contemplated thereby), 4.03,
4.04(f) (solely as it relates to the borrowing of the Term Loan, the guaranteeing of the Obligation under the Loan Documents,
performance of the Loan Documents, and the granting of security interests in the Collateral), 4.06, 4.16 (as
to clause (a) thereof, solely with respect to the Investment Company Act of 1940), 4.17, 4.21, 4.31,
4.32, 4.33, and 4.35.


 


“Stated Maturity
Date” has the meaning specified in the definition of “Maturity Date”.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture, or other
business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without
regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees,
or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of
that Person or a combination thereof; provided, that in determining the percentage of ownership interests of any Person
controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall
be deemed to be outstanding.


 


“Tax”
means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction, or withholding (including backup withholding)
imposed, levied, collected, withheld, or assessed by any Governmental Authority and all interest, penalties and additions to tax
with respect thereto.


 


“Term Loan”
means a Term Loan made by a Lender to Borrower pursuant to Section 2.01(a).


 


“Term Loan
Commitment” means the Commitment of a Lender to make or otherwise fund a Term Loan, and “Term Loan Commitments”
means such commitments of all Lenders in the aggregate. The amount of each Lender’s Term Loan Commitment is set forth on
Appendix A or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms
and conditions hereof. As of the Closing Date, the aggregate amount of the Term Loan Commitments is $100,000,000.


 


“Term Loan
Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the
Term Loan of such Lender; provided, that at any time prior to the making of the Term Loan, the Term Loan Exposure of any
Lender shall be equal to such Lender’s Term Loan Commitment.


 


“Term Notes”
means a promissory note in the form of Exhibit J.


 


“Terminated
Lender” has the meaning specified in Section 2.22.


 


“Third
Amendment” means that certain Joinder and Amendment Number Three to ABL Credit Agreement, dated as of May 1, 2020 by and
among Liberty Parties, Global Parent, Lead Borrower,
each other Person identified as a “Borrower” on the signature pages thereof, Administrative Agent and the Lenders party
thereto.


 


“Third
Amendment Effective Date” means May 1, 2020.


 




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“Third Party
Franchisee Eligibility Requirements” means, collectively, each of the following:


 


(a) (a)
 The applicable Loan Party has executed an agreement with the applicable Third
Party Franchisee,  to operate a franchise under one of the Brands as listed on Schedule 7.1 hereto, or any subsequent
rebranding of such franchise, at a location owned or leased and operated by such Third Party Franchisee, substantially on the standard
form agreements containing terms and conditions established by the Loan Parties from time to time and, with respect to any agreement
executed or renewed or extended after the Maturity Date, to include (A) an acknowledgement from such Third Party Franchisee
that the Loan Parties, or Collateral Agent, acting on behalf of the Loan Parties, are authorized to transfer proceeds of the Inventory
consigned by such Loan Party to such Third Party Franchisee from the bank account maintained by such Third Party Franchisee to
an account in the name of a Loan Party, and (B) an acknowledgement by the Third Party Franchisee that the applicable Loan
Party has granted a Lien to Collateral Agent on the Inventory consigned by such Loan Party to the Third Party Franchisee and an
agreement by the Third Party Franchisee to reasonably cooperate with the Collateral Agent in the event of the exercise by the Collateral
Agent of its rights and remedies with respect to such Lien;


 


(b) (b) The
applicable Loan Party has provided Collateral Agent with evidence that such Loan Party has filed appropriate UCC financing statements
against the applicable Third Party Franchisee evidencing the consignment arrangement between such Loan Party and the applicable
Third Party Franchisee with respect to the Inventory consigned by the such Loan Party to the applicable Third Party Franchisee,
and has taken all other action required under applicable Requirements of Law to obtain a valid, first priority perfected security
interest in such Inventory (including, without limitation, providing notification to other secured parties of the applicable Third
Party Franchisee as required by the UCC);


 


(c) (c) If
requested by the Collateral Agent, the applicable Loan Party has provided the Collateral Agent with an assignment of the UCC financing
statements set forth in clause (b) above;


 


(d) (d) The
applicable Loan Party has complied with all representations, warranties and covenants set forth herein and in the other Loan Documents
relating to federal and state franchise and other regulatory Requirements of Law in connection with the operation of the a franchise
under one of the Brands as listed on Schedule 7.1 (or any subsequent rebranding of such franchises) by the applicable Third
Party Franchisee; and


 


(e) (e) The
agreements between the applicable Loan Party and the applicable Third Party Franchisee provide that all amounts owed by such Third
Party Franchisee to such Loan Party shall be swept at least daily into an account of a Loan Party which is subject to a Control
Agreement.


 


For the purposes of
paragraph (a) above, “reasonably cooperate with the Collateral Agent” means that the Third Party Franchisee will,
at the Collateral Agent’s expense, (i) give the Collateral Agent and its representatives access during normal business
hours to all Inventory consigned by the applicable Loan Party to the Third Party Franchisee, (ii) permit the Collateral Agent
and its representatives to take possession and control of the Inventory consigned by the applicable Loan Party to the Third Party
Franchisee, and to remove the Inventory from the premises of the Third Party Franchisee, (iii) to the extent not prohibited
by applicable location occupancy agreements (such as leases), conduct “going out of business sales” and engage in similar
activities with respect to the Inventory consigned by the applicable Loan Party to the Third Party Franchisee, and (iv) take
all other commercially reasonable actions with respect to the Inventory consigned by the applicable Loan Party to the Third Party
Franchisee that, upon Collateral Agent’s request, may be reasonably necessary to permit Collateral Agent to exercise all
of its rights and remedies with respect to the Lien on the Inventory consigned by such Loan Party to the Third Party Franchisee.


 




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“Third Party
Franchisees” means, as of the Closing Date (or, with respect to the Liberty Parties, as
of the Third Amendment Effective Date), the individuals and entities listed in Schedule 1.1 as “third party
franchisees”, and thereafter, any additional individual or entity that meets the Third Party Franchisee Eligibility Requirements.


 


“Trade Announcements”
has the meaning specified in Section 10.17.


 


“Transaction
Costs” means the fees, costs, and expenses payable by the Loan Parties in connection with the transactions contemplated
by the Loan Documents, the Acquisition Agreement, and the repayment of Existing Indebtedness.


 


“Transactions”
means the transactions contemplated by the Acquisition Agreement, and the Loan Documents, including without limitation, (i) the
consummation of the Acquisition, (ii) the execution and delivery of the Loan Documents, the creation of the Liens pursuant
to the Collateral Documents and the initial borrowing of the Term Loan on the Closing Date, (iii) the repayment of Existing
Indebtedness, and (iv) the payment of Transaction Costs.


 


“Type of
Loan” means a Base Rate Loan or a LIBOR Rate Loan.


 


“UCC”
means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.


 


“Ultimate
Parent” means Franchise Group, Inc., a Delaware corporation.


 


“Vitamin
Holdings” means Valor Acquisition, LLC, a Delaware limited liability company.


 


“Vitamin
Intermediate Parent” means Franchise Group Newco V, LLC, a Delaware limited liability company.


 


“Vitamin
Top Parent” means Franchise Group Intermediate V, LLC, a Delaware limited liability company.


 


“Wholly Owned
Subsidiary” shall mean, as to any person, (a) any corporation 100% of whose capital stock (other than directors’
qualifying shares or other nominal issuance in order to comply with local laws) is at the time owned by such person and/or one
or more Wholly Owned Subsidiaries of such person, and (b) any partnership, association, joint venture, limited liability company,
or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100% equity interest at
such time. Notwithstanding the foregoing, Liberty/Revolution Top Parent shall be deemed a Wholly Owned
Subsidiary of the Borrower so long as the only equity interests of Liberty/Revolution Top Parent that
are not owned by the Borrower (or another Wholly Owned Subsidiary of the Borrower) are the Equity
Grant.


 




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“Workers
Comp L/C” means letter of credit number 68087802 issued on October 25, 2012 (as amended or replaced by a new or additional
letter of credit from time to time) by Bank of America, N.A. for the benefit of ACE American Insurance Company.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


Section
1.02 Accounting and Other Terms.


 


(a) All
accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Lead Borrower
notifies Administrative Agent that Lead 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 Administrative
Agent notifies Lead 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 Administrative Agent
and Lead 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 Lenders and Lead Borrower after such Accounting
Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect 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. Notwithstanding anything to the contrary contained herein, all financial statements delivered hereunder
shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under
the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting
principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof.


 


(b) Any
terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC as in effect from
time to time in the State of New York unless otherwise defined herein; provided, that to the extent that the UCC is used
to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained
in Article 9 of the UCC shall govern.


 


(c) All
terms used in this Agreement which are defined in Article 8 or Article 9 of the UCC as in effect from time to time in
the State of New York and which are not otherwise defined herein shall have the same meanings herein as set forth therein; provided,
that terms used herein which are defined in the UCC as in effect in the State of New York on the date hereof shall continue to
have the same meaning notwithstanding any replacement or amendment of such statute except as Collateral Agent may otherwise determine.


 




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Section
1.03 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 or Guaranteed Obligations shall
mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest
accrued and unpaid with respect to, all outstanding Loans, together with the payment of the Exit Fee, (ii) all costs, expenses,
or indemnities payable pursuant to Section 10.02 or 10.03 of this Agreement that have accrued and are unpaid
regardless of whether demand has been made therefor, and (iii) all fees or charges that have accrued hereunder or under any
other Loan Document and are unpaid, (b) the receipt by Collateral Agent of cash collateral in order to secure any other contingent
Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances
known to an Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including
attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agents reasonably determine is appropriate
to secure such contingent Obligations, (c) the payment or repayment in full in immediately available funds of all other outstanding
Obligations (other than contingent reimbursement and indemnification obligations for which a claim has not been asserted), and
(d) the termination of all of the Commitments of Lenders. Notwithstanding anything in the Agreement to the contrary, (y) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, or directives thereunder or issued
in connection therewith and (z) all requests, rules, guidelines, or directives concerning capital adequacy promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), or
the United States or foreign regulatory authorities shall, in each case, be deemed to be enacted, adopted, issued, phased in, or
effective after the date of this Agreement regardless of the date enacted, adopted, issued, phased in, or effective.


 


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


 


Section
1.05 Effect of Benchmark Transition Event.


 


(a) Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark
Transition Event or an Early Opt-in Election, as applicable, Administrative Agent and Lead Borrower may amend this Agreement to
replace the Adjusted LIBOR Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will
become effective at 5:00 p.m. on the fifth (5th) Business Day after Administrative Agent has posted such proposed amendment
to all Lenders and Lead Borrower so long as Administrative Agent has not received, by such time, written notice of objection to
such amendment from Collateral Agent or Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in
Election will become effective on the date that the Lenders comprising the Required Lenders have delivered to Administrative Agent
written notice that such Required Lenders accept such amendment. No replacement of the Adjusted LIBOR Rate with a Benchmark Replacement
pursuant to this Section 1.05 will occur prior to the applicable Benchmark Transition Start Date.


 




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


 


(c) Notices;
Standards for Decisions and Determinations. Administrative Agent will promptly notify Lead Borrower and the Lenders of (i) any
occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date
and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of
any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period.
Any determination, decision or election that may be made by Administrative Agent or Lenders pursuant to this Section 1.05,
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance
or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may
be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required
pursuant to this Section 1.05.


 


(d) Benchmark
Unavailability Period. Upon Lead Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period,
Lead Borrower may revoke any request for a borrowing of LIBOR Rate Loans, conversion to or continuation of LIBOR Rate Loans to
be made, converted or continued during any Benchmark Unavailability Period and, failing that, Lead Borrower will be deemed to have
converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability
Period, the component of the Alternate Base Rate based upon the Adjusted LIBOR Rate will not be used in any determination of the
Alternate Base Rate.


 


(e) Certain
Defined Terms. As used in this Section 1.05:


 


(i) “Benchmark
Replacement” means the sum of: (A) the alternate benchmark rate (which may include Term SOFR) that has been selected
by Administrative Agent and Lead Borrower giving due consideration to (x) any selection or recommendation of a replacement
rate or the mechanism for determining such a rate by the Relevant Governmental Body or (y) any evolving or then-prevailing
market convention for determining a rate of interest as a replacement to the Adjusted LIBOR Rate for U.S. dollar-denominated
syndicated credit facilities and (B) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement
as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.


 


(ii) “Benchmark
Replacement Adjustment” means, with respect to any replacement of the Adjusted LIBOR Rate with an Unadjusted Benchmark
Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) that has been selected by Administrative Agent and Lead Borrower giving due
consideration to (A) any selection or recommendation of a spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of the Adjusted LIBOR Rate with the applicable Unadjusted Benchmark Replacement by the Relevant
Governmental Body or (B) any evolving or then-prevailing market convention for determining a spread adjustment, or method
for calculating or determining such spread adjustment, for the replacement of the Adjusted LIBOR Rate with the applicable Unadjusted
Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.


 




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(iii) “Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Alternate Base Rate,” the definition of “Interest Period,”
timing and frequency of determining rates and making payments of interest and other administrative matters) that Administrative
Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration
thereof by Administrative Agent in a manner substantially consistent with market practice (or, if any Agent decides that adoption
of any portion of such market practice is not administratively feasible or if any Agent determines that no market practice for
the administration of the Benchmark Replacement exists, in such other manner of administration as Administrative Agent decides
is reasonably necessary in connection with the administration of this Agreement).


 


(iv) “Benchmark
Replacement Date” means the earlier to occur of the following events with respect to the Adjusted LIBOR Rate:


 


(A) in
the case of clause (A) or (B) of the definition of “Benchmark Transition Event,” the later of (a) the date
of the public statement or publication of information referenced therein and (b) the date on which the administrator of the
LIBOR Rate permanently or indefinitely ceases to provide the LIBOR Rate; or


 


(B) in
the case of clause (C) of the definition of “Benchmark Transition Event,” the date of the public statement or
publication of information referenced therein.


 


(v) “Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the LIBOR Rate:


 


(A) a
public statement or publication of information by or on behalf of the administrator of the LIBOR Rate announcing that such administrator
has ceased or will cease to provide the LIBOR Rate, permanently or indefinitely, provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide the LIBOR Rate;


 


(B) a
public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate, the U.S. Federal
Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR Rate, a resolution authority with
jurisdiction over the administrator for the LIBOR Rate or a court or an entity with similar insolvency or resolution authority
over the administrator for the LIBOR Rate, which states that the administrator of the LIBOR Rate has ceased or will cease to provide
the LIBOR Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide the LIBOR Rate; or


 


(C) a
public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate announcing
that the LIBOR Rate is no longer representative.


 


(vi) “Benchmark
Transition Start Date” means (A) in the case of a Benchmark Transition Event, the earlier of (x) the applicable
Benchmark Replacement Date and (y) if such Benchmark Transition Event is a public statement or publication of information
of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of
information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication,
the date of such statement or publication) and (B) in the case of an Early Opt-in Election, the date specified by Administrative
Agent or the Required Lenders, as applicable, by notice to Lead Borrower, Administrative Agent (in the case of such notice by the
Required Lenders) and the Lenders.


 




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(vii) “Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to the Adjusted LIBOR Rate (or the LIBOR Rate component thereof) and solely to the extent that the Adjusted LIBOR
Rate has not been replaced with a Benchmark Replacement, the period (A) beginning at the time that such Benchmark Replacement
Date has occurred if, at such time, no Benchmark Replacement has replaced the Adjusted LIBOR Rate for all purposes hereunder in
accordance with Section 1.05 and (B) ending at the time that a Benchmark Replacement has replaced the Adjusted LIBOR
Rate for all purposes hereunder pursuant to Section 1.05.


 


(viii) “Early
Opt-in Election” means the occurrence of:


 


(A) (x)
a determination by Administrative Agent or (y) a notification by the Required Lenders to Administrative Agent (with a copy
to Lead Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities being
executed at such time, or that include language similar to that contained in this Section 1.05 are being executed or amended,
as applicable, to incorporate or adopt a new benchmark interest rate to replace the Adjusted LIBOR Rate, and


 


(B) (x)
the election by Administrative Agent or (y) the election by the Required Lenders to declare that an Early Opt-in Election
has occurred and the provision, as applicable, by Administrative Agent of written notice of such election to Lead Borrower and
the Lenders or by the Required Lenders of written notice of such election to Administrative Agent.


 


(ix) “Federal
Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


(x) “Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


(xi) “SOFR”
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.


 


(xii) “Term
SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental
Body.


 


(xiii) “Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 




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Section
1.06 Fiscal Periods. Unless the context of this Agreement or any other Loan Document clearly
requires otherwise, all references to a fiscal month, Fiscal Quarter or Fiscal Year ending on a certain date shall be deemed to
refer to the fiscal month, Fiscal Quarter or Fiscal Year, respectively, ending on or closest to such date; provided that this Section 1.06
shall not apply to any references to fiscal months, fiscal quarters or fiscal years that are expressly stated to relate to any
Person other than a Loan Party.


 


ARTICLE II


LOANS


 


Section
2.01 Term Loans.


 


(a) Loan
Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Closing Date, a Term
Loan to Lead Borrower for the account of the Borrowers or to any other Borrower designated by the Lead Borrower in an amount equal
to such Lender’s Term Loan Commitment.


 


Lead Borrower may
only request one borrowing under the Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.01(a)
and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.12, all amounts owed hereunder with
respect to the Term Loan shall be paid in full no later than the Maturity Date. Each Lender’s Term Loan Commitment shall
terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s
Term Loan Commitment on such date.


 


(b) Borrowing
Mechanics for Term Loans.


 


(i) Lead
Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests
a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate
Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree.
Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after
the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly
upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing.
Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice
believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing
purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s
authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary,
and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice.


 


(ii) Each
Lender shall make its Term Loan available to Administrative Agent not later than noon (New York time) on the Closing Date, by wire
transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction
or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available
to Lead Borrower by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds
of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing
Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead
Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative
Agent by Lead Borrower.


 




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Section
2.02 [Reserved].


 


Section
2.03 Protective Advances. Subject to the limitations set forth below, and whether or not an
Event of Default or a Default shall have occurred and be continuing, each Agent is authorized by the Loan Parties and Lenders,
from time to time in such Agent’s sole discretion (but such Agent shall have absolutely no obligation to), to make disbursements
or advances to the Loan Parties, which such Agent, in its sole discretion, deems necessary or desirable (a) to preserve or
protect the Collateral, or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of
the Loans and other Obligations, or (c) to pay any other amount chargeable to, or required to be paid by, the Loan Parties
pursuant to the terms of this Agreement and the other Loan Documents, including, without limitation, payments of principal, interest,
fees, and reimbursable expenses (any of such Loans are in this clause (c) referred to as “Protective Advances”).
Protective Advances may be made even if the conditions precedent set forth in Article III have not been satisfied.
The interest rate on all Protective Advances shall be at the Alternate Base Rate plus the Applicable Margin. Protective
Advances shall not exceed $5,000,000 in the aggregate at any time without the prior written consent of Required Lenders. Each Protective
Advance shall be secured by the Liens in favor of Collateral Agent in and to the Collateral and shall constitute Obligations hereunder.
The Protective Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 2.15(f).
Borrower shall pay the unpaid principal amount and all unpaid and accrued interest of each Protective Advance on the earlier of
the Maturity Date and the date that is three (3) Business Days following the date on which demand for payment is made by the
applicable Agent. The applicable Agent shall notify each Lender and Lead Borrower in writing of each such Protective Advance, which
notice shall include a description of the purpose of such Protective Advance. Without limitation to its obligations pursuant to
Section 9.06, each Lender agrees that it shall make available to the applicable Agent, upon such Agent’s demand, in
Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Protective Advance.
If such funds are not made available to the applicable Agent by such Lender, such Agent shall be entitled to recover such funds
on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such
amount is paid to the applicable Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at
the Alternate Base Rate.


 


Section
2.04 Pro Rata Shares; Availability of Funds.


 


(a) Pro
Rata Shares. All Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it
being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation
to make a Loan requested hereunder, nor shall any Term Loan Commitment of any Lender be increased or decreased as a result of a
default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder.


 


(b) Availability
of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the Closing Date that such Lender does
not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on the Closing Date, Administrative
Agent may assume that such Lender has made such amount available to Administrative Agent on the Closing Date, and Administrative
Agent may, with the consent of the Required Lenders, but shall not be obligated to, make available to Lead Borrower a corresponding
amount on the Closing Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender,
Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon,
for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative
Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Alternate Base Rate. If such
Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent
shall promptly notify Lead Borrower, and Lead Borrower shall immediately pay such corresponding amount to Administrative Agent
together with interest thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent,
at the rate payable hereunder for Base Rate Loans for such Loans. Nothing in this Section 2.04(b) shall be deemed to
relieve any Lender from its obligation to fulfill its Term Loan Commitments hereunder or to prejudice any rights that Borrower
may have against any Lender as a result of any default by such Lender hereunder.


 




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Section
2.05 Use of Proceeds. The proceeds of the Term Loans made on the Closing Date shall be applied
by the Loan Parties (i) to consummate the Transactions (including, without limitation, to pay the Transaction Costs), (ii) to
repay the Existing Indebtedness, and/or (iii) for general corporate purposes. No portion of the proceeds of any Credit Extension
shall be used in any manner that causes or could reasonably be expected to cause such Credit Extension or the application of such
proceeds to violate Regulation T, Regulation U, or Regulation X of the Board of Governors of the Federal Reserve System or any
other regulation thereof or to violate the Exchange Act.


 


Section
2.06 Evidence of Debt; Register; Lenders’ Books and Records; Term Notes.


 


(a) Lenders’
Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of the
Borrowers to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any
such recordation shall be conclusive and binding on the Borrowers, absent manifest error; provided, that the failure to
make any such recordation, or any error in such recordation, shall not affect Borrowers’ Obligations in respect of any applicable
Loans; provided further, that in the event of any inconsistency between the Register and any Lender’s records, the
recordations in the Register shall govern.


 


(b) Register.
Administrative Agent shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders
and the principal amount of the Loans (and stated interest therein) of each Lender from time to time (the “Register”).
The Register shall be available for inspection by Borrower at any reasonable time and from time to time upon reasonable prior notice.
Administrative Agent shall record in the Register the Loans, and each repayment or prepayment in respect of the principal amount
of the Loans, and any such recordation shall be conclusive and binding on the Borrowers and each Lender, absent manifest error;
provided, that failure to make any such recordation, or any error in such recordation, shall not affect Borrowers’
Obligations in respect of any Loan. Each Borrower hereby designates the entity serving as Administrative Agent to serve as each
Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.06,
and Borrower hereby agrees that, to the extent such entity serves in such capacity, the entity serving as Administrative Agent
and its officers, directors, employees, agents, and affiliates shall constitute “Indemnitees.”


 


(c) Term
Notes. If so requested by any Lender by written notice to Lead Borrower (with a copy to Administrative Agent) at least two
(2) Business Days prior to the Closing Date, or at any time thereafter, each Borrower shall execute and deliver to such Lender
(and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.06)
on the Closing Date or promptly thereafter (or, if such notice is delivered after the Closing Date, promptly after Lead Borrower’s
receipt of such notice) a Term Note.


 




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Section
2.07 Interest.


 


(a) Except
as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through
repayment (whether by acceleration or otherwise) thereof as follows:


 


(i) if
a Base Rate Loan, at the Alternate Base Rate plus the Applicable Margin.


 


(ii) if
a LIBOR Rate Loan, at the Adjusted LIBOR Rate plus the Applicable Margin.


 


(b) The
basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any LIBOR Rate Loan,
shall be selected by Lead Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or
Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to which a Funding Notice
or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying
the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.


 


(c) In
connection with LIBOR Rate Loans there shall be no more than five Interest Periods outstanding at any time. In the event Lead Borrower
fails to specify between a Base Rate Loan or a LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice,
such Loan (if outstanding as a LIBOR Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then
current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will
be made as, a Base Rate Loan). In the event Lead Borrower fails to specify an Interest Period for any LIBOR Rate Loan in the applicable
Funding Notice or Conversion/Continuation Notice, Lead Borrower shall be deemed to have selected an Interest Period of one month.
As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent
shall determine (which determination shall, absent manifest error, be final, conclusive, and binding upon all parties) the interest
rate that shall apply to the LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period
and shall promptly give notice thereof to Lead Borrower and each Lender.


 


(d) Interest
payable pursuant to Section 2.07(a) shall be computed on the basis of a 360-day year and actual days elapsed, other
than for Base Rate Loans which shall be calculated on the basis of a 365-day or 366-day year, as applicable, and actual days elapsed.
In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such
Loan or, with respect to a Base Rate Loan being converted from a LIBOR Rate Loan, the date of conversion of such LIBOR Rate Loan
to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an
Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a LIBOR Rate Loan, the date of
conversion of such Base Rate Loan to such LIBOR Rate Loan, as the case may be, shall be excluded; provided, that if a Loan
is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.


 


(e) Except
as otherwise set forth herein, interest on each Loan shall be payable in cash and in arrears on and to (i) each Interest Payment
Date applicable to that Loan, (ii) upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued
on the amount being prepaid, and (iii) at maturity, including final maturity.


 




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(f) At
any time that an Event of Default has occurred and is continuing, at the written election of any Agent or the Required Lenders,
Lead Borrower no longer shall have the option to request that any portion of the Term Loan bear interest at a rate based upon the
Adjusted LIBOR Rate.


 


Section
2.08 Conversion/Continuation.


 


(a) Subject
to Section 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, Lead Borrower
shall have the option:


 


(i) to
convert at any time all or any part of any Term Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that
amount from one Type of Loan to another Type of Loan; provided, that a LIBOR Rate Loan may only be converted on the expiration
of the Interest Period applicable to such LIBOR Rate Loan unless the Loan Parties pay all amounts due under Section 2.17
in connection with any such conversion, or


 


(ii) upon
the expiration of any Interest Period applicable to any LIBOR Rate Loan, to continue all or any portion of such Loan equal to $5,000,000
and integral multiples of $1,000,000 in excess of that amount as a LIBOR Rate Loan.


 


(b) Lead
Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than noon (New York time) at least two
Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business
Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate
Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any LIBOR Rate
Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and
Lead Borrower shall be bound to effect a conversion or continuation in accordance therewith.


 


Section
2.09 Default Interest. Upon the occurrence and during the continuance of an Event of Default,
the principal amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Loans
or any fees or other amounts owed hereunder, shall thereafter bear 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),
payable on demand at a rate that is 2.00% per annum in excess of the interest rate otherwise payable hereunder with respect to
the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2.00% per annum in excess of the interest
rate otherwise payable hereunder for Base Rate Loans); provided, that in the case of LIBOR Rate Loans, upon the expiration
of the Interest Period in effect at the time any such increase in interest rate is effective, such LIBOR Rate Loans shall thereupon
become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2.00% per annum in excess of the
interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided
for in this Section 2.09 is not a permitted alternative to timely payment and shall not constitute a waiver of any
Event of Default or otherwise prejudice or limit any rights or remedies of any Agent or any Lender.


 




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Section
2.10 Fees.


 


(a) Fee
Letter. Without duplication of any other fees set forth in this Section 2.10, the Borrowers agree to pay to Administrative
Agent, for the respective accounts of those Persons entitled thereto under the Fee Letter, all fees payable by it in the Fee Letter
in the amounts and at the times specified therein. The Fee Letter shall survive the termination of this Agreement until all Obligations
are paid in full (other than contingent reimbursement and indemnification obligations for which a claim has not been asserted)


 


(b) Exit
Fees. (i) If all or any part of the principal balance of any Loan is paid in whole or in part for any reason on or after the
Stated Maturity Date (whether voluntary or mandatory, and whether before or after acceleration of the Obligations or the commencement
of any Insolvency Proceeding, but in any event including any such prepayment in connection with (I) a Change of Control, (II) an
acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection
of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the restructure, reorganization, or compromise
of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement
in any Insolvency Proceeding, or (VI) the termination of this Agreement for any reason), Borrowers shall pay to Administrative
Agent, for the benefit of all Lenders entitled to a portion of such prepayment or repayment, as liquidated damages and compensation
for the costs of being prepared to make funds available hereunder with respect to the Loans, an exit fee (the “Exit Fee”)
equal to the amount of such prepayment or repayment multiplied by the applicable Exit Fee Percentage as of the date of such prepayment
or repayment. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender
is replaced pursuant to Section 2.22 on or after the Stated Maturity Date due to such Lender’s failure to approve
a consent, waiver, or amendment, such Non-Consenting Lender shall be entitled to receive the Exit Fee in connection with such replacement
in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender under this clause (b)(i)
had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after any such payment of the
Exit Fee to such Non-Consenting Lender pursuant to this sentence, the Exit Fee with respect to that portion of the Term Loans shall
be deemed fully satisfied, and notwithstanding anything to the contrary in this clause (b), the Borrowers shall not be required
to pay any additional Exit Fee on or after such date with respect to that portion of the Term Loans.


 


(c) (ii)
Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated on or after
the Stated Maturity Date for any reason, including because of default, the commencement of any Insolvency Proceeding or other proceeding
pursuant to any applicable debtor relief laws, sale, disposition, or encumbrance (including that by operation of law or otherwise),
the Exit Fee, determined as of the date of acceleration, will also be due and payable as though said Obligations were voluntarily
prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of
ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits
as a result thereof. The Exit Fee payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated
damages sustained by each Lender as the result of the early termination, and Borrowers agree that it is reasonable under the circumstances.
The Exit Fee shall also be payable in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations)
are satisfied or released on or after the Stated Maturity Date by foreclosure (whether by power of judicial proceeding), deed in
lieu of foreclosure, or by any other means. BORROWERS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT
PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING EXIT FEE IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrowers expressly
agree that: (A) the Exit Fee is reasonable and is the product of an arm’s length transaction between sophisticated business
people, ably represented by counsel, (B) the Exit Fee shall be payable notwithstanding the then prevailing market rates at the
time payment is made, (C) there has been a course of conduct between Lenders and Borrowers giving specific consideration in this
transaction for such agreement to pay the Exit Fee, and (D) Borrowers shall be estopped hereafter from claiming differently than
as agreed to in this paragraph. The Borrowers expressly acknowledges that its agreement to pay the Exit Fee as herein described
is a material inducement to the Lenders to provide the Commitments and make the Loans.


 




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Section
2.11 [Reserved].


 


Section
2.12 Voluntary Prepayments.


 


(a) Voluntary
Prepayments.


 


(i) Any
time and from time to time after the Closing Date:


 


(A) with
respect to Base Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum
amount of $1,000,000 and integral multiples of $100,000 in excess of that amount (or such lesser amount outstanding), and


 


(B) with
respect to LIBOR Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part (together with any amounts
due pursuant to Section 2.17(c)) in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in
excess of that amount (or such lesser amount outstanding).


 


(ii) All
such prepayments shall be made:


 


(A) upon
not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans, and


 


(B) upon
not less than three (3) Business Days’ prior written notice in the case of LIBOR Rate Loans, in each case given to Administrative
Agent by 10:00 a.m. (New York time) on the date required (and Administrative Agent will promptly transmit such notice for
Term Loans to each Lender). Upon the giving of any such notice, unless such notice is expressly conditioned on the occurrence of
another transaction, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment
date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.14(a).


 


Section
2.13 Mandatory Prepayments.


 


(a) Asset
Sales. No later than the fifth Business Day following the date of receipt by any Loan Party or any of its Subsidiaries of any
Net Proceeds from Asset Sales (other than any Asset Sale of the type described in Section 6.09(a) through Section 6.09(d)
or Section 6.09(f) through Section 6.09(n)), Lead Borrower shall prepay the Loans as set forth in Section 2.14(a)
in an aggregate amount equal to such Net Proceeds; provided, that, so long as (i) no Default or Event of Default shall have
occurred and be continuing as of the date of such Asset Sale, (ii) Lead Borrower has delivered Administrative Agent prior written
notice of Lead Borrower’s intention to apply such monies (the “Reinvestment Amounts”) to the costs of replacement
of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets
useful in the business of the Loan Parties or their Subsidiaries reinvested within twelve (12) months (or within eighteen (18)
months following receipt thereof if a contractual commitment to reinvest is entered into within twelve (12) months following receipt
thereof), following the date of such Asset Sale, (iii) the monies are held in a Deposit Account in which Collateral Agent has a
perfected first-priority security interest, and (iv) the Loan Parties and their Subsidiaries complete such replacement, purchase,
or construction within 12 months after the initial receipt of such monies (or within eighteen (18) months following receipt thereof
if a contractual commitment to reinvest is entered into within twelve (12) months following receipt thereof), the Loan Parties
and their Subsidiaries shall have the option to apply such monies, in an aggregate amount not to exceed $1,250,000 in any Fiscal
Year, so long as no Default or Event of Default shall have occurred and be continuing, to the costs of replacement of the assets
that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business
of the Loan Parties and their Subsidiaries unless and to the extent that such applicable period shall have expired without such
replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral account
shall be paid to Administrative Agent and applied in accordance with Section 2.14(a); provided further that, notwithstanding the
foregoing proviso all Net Proceeds from Refranchising Activity, any disposition of any of the Existing Businesses or a majority
of the Capital Stock of any of the Existing Businesses or any store liquidation shall be applied in accordance with Section 2.14(a).
Nothing contained in this Section 2.13(a) shall permit the Loan Parties or any of their Subsidiaries (other than the
Excluded Entities) to sell or otherwise dispose of any assets other than in accordance with Section 6.09.


 




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(b) Insurance/Condemnation
Proceeds. No later than the fifth Business Day following the date of receipt by any Loan Party or any of its Subsidiaries,
or Collateral Agent as lender loss payee, of any Net Proceeds from insurance or any condemnation, taking, or other casualty, Lead
Borrower shall prepay the Loans in an aggregate amount equal to such Net Proceeds; provided, that (i) so long as no Default or
Event of Default shall have occurred and be continuing, (ii) Lead Borrower has delivered Administrative Agent prior written notice
of Lead Borrower’s intention to apply the Reinvestment Amounts to the costs of replacement of the properties or assets that
are the subject of such condemnation, taking, or other casualty or the cost of purchase or construction of other assets useful
in the business of the Loan Parties or their Subsidiaries reinvested within twelve (12) months (or within 18 (eighteen) months
following receipt thereof if a contractual commitment to reinvest is entered into within twelve (12) months following receipt thereof)
following the date of the receipt of such Net Proceeds, (iii) the monies are held in a Deposit Account in which Collateral Agent
has a perfected first-priority security interest, and (iv) the Loan Parties and their Subsidiaries complete such replacement, purchase,
or construction within twelve (12) months after the initial receipt of such monies (or within eighteen (18) months following receipt
thereof if a contractual commitment to reinvest is entered into within twelve (12) months following receipt thereof), the Loan
Parties and their Subsidiaries shall have the option to apply such monies, in an aggregate amount not to exceed $2,500,000 in any
Fiscal Year, to the costs of replacement of the assets that are the subject of such condemnation, taking, or other casualty or
the costs of purchase or construction of other assets useful in the business of the Loan Parties and their Subsidiaries unless
and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made
or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Administrative Agent and applied
in accordance with Section 2.14(a).


 


(c) [Reserved].


 


(d) Issuance
of Debt. On the date of receipt by any Loan Party of any Cash proceeds from the incurrence of any Indebtedness of any Loan
Party (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.01), Lead Borrower
shall prepay the Loans as set forth in Section 2.14(a) in an aggregate amount equal to 100% of such proceeds, net of
underwriting discounts and commissions and other reasonable costs and expenses associated therewith, in each case, paid to non-Affiliates,
including reasonable legal fees and expenses.


 




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(e) [Reserved].


 


(f) [Reserved].


 


(g) Extraordinary
Receipts and Refranchising. On the date of receipt by any Loan Party or any of its Subsidiaries of (i)  any Extraordinary
Receipts or (ii) any Net Proceeds attributable to any Refranchising Activity by a Loan Party or any of its Subsidiaries, Lead
Borrower shall prepay or cause to be prepaid Loans as set forth in Section 2.14(a) in the amount of such Extraordinary
Receipts or Net Proceeds, as applicable.


 


(h) Borrowing
Base Ratio. No later than the second Business Day following each date upon which a Borrowing Base Certificate is delivered
pursuant to Section 5.01(k) after the Closing Date, Borrower shall prepay Loans as set forth in Section 2.14(a) in
an aggregate amount sufficient to cause the Borrowing Base Ratio, as of the last day of such fiscal month (or such week, if weekly),
on a pro forma basis giving effect to such prepayment, to be no less than 100%.


 


(i) [Reserved].


 


(j) Excluded
Entity Limitations. Mandatory prepayments from Excluded Entities’ Net Proceeds or Extraordinary Receipts shall not be
required to the extent the loan documentation governing Indebtedness for borrowed money of such Excluded Entities restricts either
the prepayment of the Obligations with such Net Proceeds or Extraordinary Receipts or the distribution or transfer of such Net
Proceeds or Extraordinary Receipts to Loan Parties to enable the Loan Parties to prepay the Obligations, and any such restriction
was not entered into in contemplation of the relevant transaction.


 


(k) Prepayment
Certificate. Concurrently with any prepayment of the Loans pursuant to Sections 2.13(a) through 2.13(g),
Lead Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the
amount of the applicable net proceeds and compensation owing to Lenders, if any, under Section 2.12(b). In the event
that the actual amount received exceeded the amount set forth in such certificate, Lead Borrower shall promptly make an additional
prepayment of the Loans, and Lead Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized
Officer demonstrating the derivation of such excess.


 


Section
2.14 Application of Prepayments/Reductions.


 


(a) Application
of Prepayments of Term Loans. (i) Any prepayment of any Term Loan pursuant to Section 2.12 shall be applied as
directed by the Lead Borrower (and absent such direction, in inverse order of maturity thereof), and (ii) any mandatory prepayment
of any Loan pursuant to Section 2.13 shall be applied to reduce the then remaining installments of the Term Loans (including
the installment thereof due on the Maturity Date) pro rata based upon the respective then remaining principal amounts thereof,
in each case, until paid in full.


 


(b) [Reserved].


 


(c) At
any time an Application Event has occurred and is continuing, all payments shall be applied pursuant to Section 2.15(g).
Nothing contained herein shall modify the provisions of Section 2.10(b) or Section 2.15(b) regarding the
requirement that all prepayments be accompanied by accrued interest and fees on the principal amount being prepaid to the date
of such prepayment, or any requirement otherwise contained herein to pay all other amounts as the same become due and payable.


 




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Section
2.15 General Provisions Regarding Payments.


 


(a) All
payments by a Borrower of principal, interest, fees, and other Obligations shall be made in Dollars in immediately available funds,
without defense, recoupment, setoff, or counterclaim, free of any restriction or condition, and delivered to Administrative Agent,
for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative
Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next Business Day.


 


(b) All
payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount
being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid.


 


(c) Administrative
Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable
Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with
respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative
Agent.


 


(d) Notwithstanding
the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected
Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto
in apportioning payments received thereafter.


 


(e) Subject
to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be
stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such
extension of time shall be included in the computation of the payment of interest hereunder.


 


(f) Administrative
Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon (New York
time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until
the later of (i) the time such funds become available funds and (ii) the applicable next Business Day. Administrative
Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming
payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest
shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds
(but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default
Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is
paid in full.


 


(g) At
any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant
to Section 8.01, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect
of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection
from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows:


 


(i) first,
ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other
amounts then due and payable to the Agents until paid in full,


 




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(ii) second,
ratably to pay interest then due and payable in respect of Protective Advances until paid in full,


 


(iii) third,
ratably to pay principal of Protective Advances then due and payable until paid in full,


 


(iv) fourth,
ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full,
and


 


(v) fifth,
to the ratable payment of all other Obligations then due and payable until paid in full.


 


(h) For
purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents
according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any
interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense
reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency
Proceeding.


 


(i) In
the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any
other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall 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 Section 2.15(g) shall control and govern.


 


Section
2.16 Ratable Sharing. Lenders hereby agree among themselves that, except as otherwise provided
in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral,
if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with
the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action, or by
the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees, and
other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate
Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate
Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative
Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations
(which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller
of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts
Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, that if all or part of
such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy
or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations
shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Each Loan Party expressly
consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights
of banker’s lien, set-off, or counterclaim with respect to any and all monies owing by such Loan Party to that holder with
respect thereto as fully as if that holder were owed the amount of the participation held by that holder.


 




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Section
2.17 Making or Maintaining LIBOR Rate Loans.


 


(a) Inability
to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall
be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any LIBOR
Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining
the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate, Administrative
Agent shall on such date give notice to Lead Borrower and each Lender of such determination, whereupon (i) no Loans may be
made as, or converted to, LIBOR Rate Loans until such time as Administrative Agent notifies Lead Borrower and Lenders that the
circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given
by Lead Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Lead
Borrower.


 


(b) Illegality
or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower
and Administrative Agent) that the making, maintaining, or continuation of its LIBOR Rate Loans (i) has become unlawful as
a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, or order (or
would conflict with any such treaty, governmental rule, regulation, guideline, or order not having the force of law even though
the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring
after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that
market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give
notice (by facsimile or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which
notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, (A) the obligation of the Affected
Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the
Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested
by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as
(or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation
to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur
of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the
Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing,
to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead
Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the
provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by
giving notice to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination
as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided
in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other
than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.


 


(c) Compensation
for Breakage or Non-Commencement of Interest Periods. Lead Borrower shall compensate each Lender, upon written request by such
Lender (which request shall set forth in reasonable detail the basis for requesting such amounts), for all reasonable losses, expenses,
and liabilities (including any interest paid or calculated to be due and payable by such Lender to lenders of funds borrowed by
it to make or carry its LIBOR Rate Loans and any loss, expense, or liability sustained by such Lender in connection with the liquidation
or reemployment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason
(other than a default by such Lender) a borrowing of any LIBOR Rate Loan does not occur on a date specified therefor in a Funding
Notice or a telephonic request for borrowing, or a conversion to or continuation of any LIBOR Rate Loan does not occur on a date
specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any
prepayment or other principal payment of, or any conversion of, any of its LIBOR Rate Loans occurs on any day other than the last
day of an Interest Period applicable to that Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise),
or (iii) if any prepayment of any of its LIBOR Rate Loans is not made on any date specified in a notice of prepayment given
by Lead Borrower.


 




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(d) Booking
of LIBOR Rate Loans. Any Lender may make, carry, or transfer LIBOR Rate Loans at, to, or for the account of any of its branch
offices or the office of an Affiliate of such Lender.


 


(e) Assumptions
Concerning Funding of LIBOR Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.17
and under Section 2.18 shall be made as though such Lender had actually funded each of its relevant LIBOR Rate Loans
through the purchase of a LIBOR deposit bearing interest at the rate obtained pursuant to clause (a)(i) of the definition
of Adjusted LIBOR Rate in an amount equal to the amount of such LIBOR Rate Loan and having a maturity comparable to the relevant
Interest Period and through the transfer of such LIBOR deposit from an offshore office of such Lender to a domestic office of such
Lender in the United States of America; provided, that each Lender may fund each of its LIBOR Rate Loans in any manner it
sees fit, and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.17
and under Section 2.18.


 


Section
2.18 Increased Costs.


 


(a) Compensation
For Increased Costs and Taxes. Subject to the provisions of Section 2.19 (which shall be controlling with respect
to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error,
be final and conclusive and binding upon all parties hereto) that any law, treaty, or governmental rule, regulation, or order,
or any change therein or in the interpretation, administration, or application thereof (including the introduction of any new
law, treaty, or governmental rule, regulation, or order), or any determination of a court or Governmental Authority, in each case
that becomes effective after the date hereof, or compliance by such Lender with any guideline, request, or directive issued or
made after the date hereof by any central bank or other governmental or quasi-Governmental Authority (whether or not having the
force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified
Tax or any Tax described under clauses (ii) through (iv) of Section 2.19(a)) with respect to this Agreement or any of the
other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending
office) of principal, interest, fees or any other amounts payable hereunder, (ii) imposes, modifies, or holds applicable
any reserve (including any marginal, emergency, supplemental, special, or other reserve), special deposit, compulsory loan, FDIC
insurance, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances
or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such
reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), or
(iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable
lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase
the cost to such Lender of agreeing to make, making, or maintaining Loans hereunder or to reduce any amount received or receivable
by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower shall promptly pay
to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable
discretion) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable
hereunder. Such Lender shall deliver to Lead Borrower (with a copy to Administrative Agent) a written statement, setting forth
in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a),
which statement shall be conclusive and binding upon all parties hereto absent manifest error.


 






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Section
2.19 Taxes; Withholding, etc.


 


(a) Withholding
of Taxes. All sums payable by any Loan Party hereunder and under the other Loan Documents shall (except to the extent required
by applicable law) be paid free and clear of, and without any deduction or withholding on account of, any Tax, other than (i) Taxes
imposed on or measured by the recipient’s net income (however denominated), franchise Taxes, and branch profits Taxes, imposed
on the recipient, in each case, (A) as a result of such recipient being organized under the laws of, having its principal
office in, or, in the case of any Lender, its applicable lending office is located in, the jurisdiction imposing such Tax (or any
political subdivision thereof), or (B) as the result of any present or former connection between such recipient and the jurisdiction
imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed
its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction
pursuant to, or enforced any, Loan Document, or sold or assigned an interest in any Loan or Loan Document) (Taxes described in
this clause (i)(B), “Other Connection Taxes”), (ii) in the case of a Lender, United States federal
income withholding Taxes imposed on amounts payable to or for the account of such Lender pursuant to a law in effect on the date
on which (x) such Lender becomes a party hereto or acquires an interest in the Loan (other than pursuant to an assignment
request by a Loan Party under Section 2.22), or (y) such Lender changes its lending office, except that this clause (ii)
shall not apply to the extent that, pursuant to this Section 2.19, amounts with respect to such Taxes were payable
either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before
it changed its lending office, (iii) Taxes attributable to such recipient’s failure to comply with Section 2.19(d),
and (iv) withholding Taxes imposed under FATCA (all such excluded Taxes, collectively or individually, “Excluded
Taxes” and all such non-excluded Taxes, collectively or individually, “Indemnified Taxes”). If any
Loan Party or any other Person is required by applicable law to make any deduction or withholding on account of any Indemnified
Tax or Other Tax from any sum paid or payable by any Loan Party to any Agent or any Lender under any of the Loan Documents: (1) Lead
Borrower shall notify Administrative Agent of any such requirement as soon as reasonably practicable after Lead Borrower becomes
aware of it, (2) Lead Borrower shall timely pay any such Tax, (3) the sum payable by such Loan Party shall be increased
to the extent necessary to ensure that, after the making of that deduction, withholding, or payment (including any deductions and
withholdings applicable to additional sums payable under this Section), such Agent or such Lender, as the case may be, receives
on the due date an amount equal to what it would have received had no such deduction, withholding, or payment been required or
made, and (4) within thirty days after paying any sum from which it is required by law to make any deduction or withholding,
Lead Borrower shall deliver to Administrative Agent the original or a certified copy of a receipt issued by the applicable Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(b) Other
Taxes. The Loan Parties shall pay to the relevant Governmental Authorities any present or future stamp, court or
documentary, intangible, recording, filing or similar Taxes that arise from any payment made hereunder or from the execution,
delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or
otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes
imposed with respect to an assignment (other than an assignment made pursuant to Section 2.22) (“Other
Taxes”). Within thirty days after paying any such Other Taxes, each Loan Party shall deliver to Administrative
Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 






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(c) Tax
Indemnification. The Loan Parties hereby jointly and severally indemnify and agree to hold each Agent and Lender harmless from
and against all Indemnified Taxes and (without duplication) Other Taxes (including, without limitation, Indemnified Taxes and Other
Taxes imposed on any amounts payable under this Section 2.19) payable or paid by such Person or required to be withheld
or deducted from a payment to such Person and any reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. Such indemnification
shall be paid within ten (10) days from the date on which any Agent or Lender makes written demand therefor specifying in
reasonable detail the nature and amount of such Indemnified Taxes or Other Taxes. A certificate as to the amount of such payment
or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on
its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(d) Evidence
of Exemption From or Reduction of U.S. Withholding Tax.


 


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


 


(ii) Each
Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code)
for United States federal income Tax purposes (a “Non-US Lender”) shall deliver to Administrative Agent
(for transmission to Borrower upon Borrower’s written request), on or prior to the Closing Date (in the case of each
Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date such Person becomes a Lender
hereunder, and at such other times as may be necessary in the determination of Administrative Agent (in its reasonable
exercise of its discretion) or upon the reasonable request of a Loan Party, (i) two original copies of Internal Revenue
Service Form W-8IMY (with appropriate attachments), W-8BEN or W-8BEN-E, or W-8ECI (or any successor forms), as
applicable, properly completed and duly executed by such Lender to establish that such Lender is not subject to, or is
subject to a reduced rate of, deduction or withholding of United States federal income Tax with respect to any payments to
such Lender of principal, interest, fees, or other amounts payable under any of the Loan Documents, and (ii) if such
Lender is claiming exemption from United States federal income Tax under Section 871(h) or 881(c) of the Internal
Revenue Code, a Certificate Regarding Non-Bank Status, properly completed and duly executed by such Lender. Each Lender
required to deliver any forms or certificates with respect to United States federal income Tax withholding matters pursuant
to this Section 2.19(d) hereby agrees, from time to time after the initial delivery by such Lender of such forms
or certificates, whenever a lapse in time or change in circumstances renders such forms or certificates obsolete or
inaccurate in any material respect, that such Lender shall deliver to Administrative Agent (for transmission to Borrower) two
new original copies of Internal Revenue Service Form W-8IMY (with appropriate attachments thereto), W-8BEN or W-8BEN-E,
or W-8ECI, as applicable, and, if applicable, a Certificate Regarding Non-Bank Status (or any successor forms), as the case
may be, properly completed and duly executed by such Lender, or promptly notify Administrative Agent and Borrower of its
inability to deliver any such forms or certificates. Notwithstanding the above, a Non-US Lender shall not be required to
deliver any form pursuant to this Section 2.19(d)(ii) that such Non-US Lender is not legally able to deliver.


 






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(iii) Any
Non-US Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or about the date on which such Non-US Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of a Loan Party or the Administrative Agent), executed
copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit
a Loan Party or the Administrative Agent to determine the withholding or deduction required to be made.


 


(iv) If
a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the
time or times prescribed by law and at such time or times reasonably requested by a Loan Party or Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional
documentation reasonably requested by a Loan Party or Administrative Agent as may be necessary for the Loan Party and Administrative
Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations
under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.19(d)(iv),
FATCA shall include any amendments made to FATCA after the date of this Agreement. Notwithstanding the above, a Lender shall not
be required to deliver any form or other form of documentation pursuant to this Section 2.19(d)(iv) that such Non-US
Lender is not legally able to deliver.


 


(v) Each
Lender that is a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United
States federal income Tax purposes shall deliver to Administrative Agent (for transmission to Borrower), on or prior to the Closing
Date (in the case of each such Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date such
Person becomes a Lender hereunder, and at such other times as may be necessary in the determination of Administrative Agent (in
its reasonable exercise of its discretion) or upon the reasonable request of a Loan Party, two original copies of Internal Revenue
Service Form W-9 (or any successor forms) properly completed and duly executed by such Lender to establish that such Lender
is not subject to United States backup withholding Taxes with respect to any payments to such Lender of principal, interest, fees,
or other amounts payable under any of the Loan Documents.


 






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(e) Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a
refund of any Taxes as to which it has been indemnified pursuant to this Section 2.19 (including by the payment
of additional amounts pursuant to this Section 2.19), it shall pay to the indemnifying party an amount equal to
such refund (but only to the extent of indemnity payments made under this Section 2.19 with respect to the Taxes
giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying
party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to
this paragraph (e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the
event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this paragraph (e), in no event will the indemnified party be required to pay any amount to an
indemnifying party pursuant to this paragraph (e) the payment of which would place the indemnified party in a less
favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and
giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or
additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any
indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems
confidential) to the indemnifying party or any other Person.


 


(f) Survival.
Each party’s obligations under this Section 2.19 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


(g) For
purposes of this Section 2.19, “applicable law” shall include FATCA.


 


Section
2.20 Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the
officer of such Lender responsible for administering its Loans, as the case may be, becomes aware of the occurrence of an event
or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to
receive payments under Section 2.17, 2.18, or 2.19, it will, to the extent not inconsistent with the
internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make,
issue, fund, or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender or (b) take
such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender
to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender
pursuant to Section 2.17, 2.18, or 2.19 would be materially reduced and if, as determined by such Lender
in its sole discretion, the making, funding, or maintaining of such Loans through such other office or in accordance with such
other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided,
that such Lender will not be obligated to utilize such other office pursuant to this Section 2.20 unless Lead Borrower
agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A
certificate as to the amount of any such expenses payable by Lead Borrower pursuant to this Section 2.20 (setting forth
in reasonable detail the basis for requesting such amount) submitted by such Lender to Lead Borrower (with a copy to Administrative
Agent) shall be conclusive absent manifest error.


 






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Section
2.21 Defaulting Lenders. Anything contained herein to the contrary notwithstanding, in the event that any
Lender violates any provision of Section 9.05(c), or, other than at the direction or request of any regulatory
agency or authority, defaults (in each case, a “Defaulting Lender”) in its obligation to fund (a
“Funding Default”) any Term Loan (in each case, a “Defaulted Loan”), then
(a) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a
“Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect
to any of the Loan Documents, and (b) to the extent permitted by applicable law, until such time as the Default Excess,
if any, with respect to such Defaulting Lender shall have been reduced to zero, (i) any voluntary prepayment of the Term
Loans shall, if Administrative Agent so directs at the time of making such voluntary prepayment, be applied to the Term Loans
of other Lenders as if such Defaulting Lender had no Term Loans outstanding and the outstanding Term Loans of such Defaulting
Lender were zero and (ii) any mandatory prepayment of the Term Loans shall, if Administrative Agent so directs at the
time of making such mandatory prepayment, be applied to the Term Loans of other Lenders (but not to the Term Loans of such
Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood
and agreed that Borrower shall be entitled to retain any portion of any mandatory prepayment of the Term Loans that is not
paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b). No Term
Loan Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.21,
performance by the Loan Parties of their obligations hereunder and the other Loan Documents shall not be excused or otherwise
modified as a result of any Funding Default or the operation of this Section 2.21. The rights and remedies
against a Defaulting Lender under this Section 2.21 are in addition to other rights and remedies which the Loan
Parties may have against such Defaulting Lender with respect to any Funding Default and which Administrative Agent or any
Lender may have against such Defaulting Lender with respect to any Funding Default or violation of Section 9.05(c).


 


Section
2.22 Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the
event that: (a) (i) any Lender (an “Increased Cost Lender”) shall give notice to Lead Borrower
that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.18, 2.19,
or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such
Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within
five Business Days after Lead Borrower’s request for such withdrawal, (b) (i) any Lender shall become a
Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such
Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business
Days after Lead Borrower’s request that it cure such default, or (c) in connection with any proposed amendment,
modification, termination, waiver, or consent with respect to any of the provisions hereof as contemplated by Section 10.05(b),
the consent of Administrative Agent and Required Lenders shall have been obtained but the consent of one or more of such
other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained;
then, with respect to each such Increased Cost Lender, Defaulting Lender, or Non-Consenting Lender (the “Terminated
Lender”), (x) Administrative Agent may (except as to any Increased Cost Lender), by giving written notice to
Lead Borrower and any Terminated Lender of its election to do so, and (y) the Lead Borrower may, upon notice to the
Administrative Agent and any Terminated Lender, in the case of each of clauses (x) and (y), require such Terminated
Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and Commitments, if any, in
full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.06,
and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, that
(A) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of
(1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender,
together with, in the case of a Non-Consenting Lender, the Exit Fee with respect thereto (as if such Loans had been prepaid
to such Non-Consenting Lender pursuant to Section 2.12 hereof) and (2) an amount equal to all accrued, but
theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.10, (B) on the date of such
assignment, Lead Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.18 or 2.19,
(C) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time
of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the
prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Commitments,
if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, that
any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender, and
(D) the Administrative Agent shall take all actions reasonably required to effect any assignment that the Lead Borrower
may require pursuant to, and in compliance with, this Section 2.22.


 






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Section
2.23 Joint and Several Liability.


 


(a) Each
Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial
accommodations to be provided by Agents and Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each
Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for the Obligations.


 


(b) Each
Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Borrower, with respect to the payment and performance of all of the Obligations (including
any Obligations arising under this Section 2.23), it being the intention of the parties hereto that all the Obligations
shall be the joint and several obligations of each Borrower without preferences or distinction among them. Accordingly, each Borrower
hereby waives any and all suretyship defenses that would otherwise be available to such Borrower under applicable law.


 


(c) If
and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due, whether
upon maturity, acceleration, or otherwise, or to perform any of the Obligations in accordance with the terms thereof, then in each
such event the other Borrower will make such payment with respect to, or perform, such Obligations until such time as all of the
Obligations are paid in full, and without the need for demand, protest, or any other notice or formality.


 


(d) The
Obligations of each Borrower under the provisions of this Section 2.23 constitute the absolute and unconditional, full recourse
Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of
the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.23(d)) or any
other circumstances whatsoever.


 






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(e) Without
limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, each Borrower hereby
waives presentments, demands for performance, protests and notices, including notices of acceptance of its joint and several
liability, notice of any portion of the Term Loans issued under or pursuant to this Agreement, notice of the occurrence of
any Default, Event of Default, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of
this Agreement, notices of the existence, creation, or incurring of new or additional Obligations or other financial
accommodations or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by
Administrative Agent or Lenders under or in respect of any of the Obligations, any right to proceed against any other
Borrower or any other Person, to proceed against or exhaust any security held from any other Borrower or any other Person, to
protect, secure, perfect, or insure any security interest or Lien on any property subject thereto or exhaust any right to
take any action against any other Borrower, any other Person, or any collateral, to pursue any other remedy in Administrative
Agent or any Lender’s power whatsoever, any requirement of diligence or to mitigate damages and, generally, to the
extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this
Agreement (except as otherwise provided in this Agreement), any right to assert against Administrative Agent or any Lender,
any defense (legal or equitable) (other than performance), set-off, counterclaim, or claim which each Borrower may now or at
any time hereafter have against any other Borrower or any other party liable to Administrative Agent or any Lender, any
defense (other than performance), set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from
the present or future lack of perfection, sufficiency, validity, or enforceability of the Obligations or any security
therefor, and any right or defense arising by reason of any claim or defense based upon an election of remedies by
Administrative Agent or any Lender including any defense based upon an impairment or elimination of such Borrower’s
rights of subrogation, reimbursement, contribution, or indemnity of such Borrower against any other Borrower. Without
limiting the generality of the foregoing, each Borrower hereby assents to, and waives notice of, any extension or
postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations,
the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Administrative Agent or
Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term,
covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Administrative Agent or
Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any
time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of
any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting
or failure to act on the part of Administrative Agent or any Lender with respect to the failure by any Borrower to comply
with any of its respective Obligations, including any failure strictly or diligently to assert any right or to pursue any
remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section
2.23 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its
Obligations under this Section 2.23, it being the intention of each Borrower that, so long as any of the Obligations
hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.23 shall not be discharged except
by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section
2.23 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation,
reconstruction or similar proceeding with respect to any other Borrower, Administrative Agent or any Lender. Each Borrower
waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder
or the enforcement hereof. Any payment by any Borrower or other circumstance which operates to toll any statute of
limitations as to any Borrower shall operate to toll the statute of limitations as to each Borrower. Each Borrower waives any
defense based on or arising out of any defense of any Borrower or any other Person, other than payment of the Obligations to
the extent of such payment, based on or arising out of the disability of any Borrower or any other Person, or the validity,
legality, or unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the
liability of any Borrower other than payment of the Obligations to the extent of such payment. Agent may, at the election of
the Required Lenders, foreclose upon any Collateral held by Administrative Agent by one or more judicial or non-judicial
sales or other dispositions, whether or not every aspect of any such sale is commercially reasonable or otherwise fails to
comply with applicable law or may exercise any other right or remedy Administrative Agent or any Lender may have against any
Borrower or any other Person, or any security, in each case, without affecting or impairing in any way the liability of any
Borrower hereunder except to the extent the Obligations have been paid.


 






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(f) Each
Borrower represents and warrants to Administrative Agent and Lenders that such Borrower is currently informed of the financial
condition of Borrower and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment
of the Obligations. Each Borrower further represents and warrants to Administrative Agent and Lenders that such Borrower has read
and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue
to keep informed of Borrower’s financial condition and of all other circumstances which bear upon the risk of nonpayment
or nonperformance of the Obligations.


 


(g) The
provisions of this Section 2.23 are made for the benefit of Administrative Agent, each Lender, and their respective
successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion
therefor may arise and without requirement on the part of Administrative Agent, any Lender, or any of their successors or
assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to
exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining
payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.23 shall
remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any
payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or
returned by Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or
otherwise, the provisions of this Section 2.23 will forthwith be reinstated in effect, as though such payment had not
been made.


 






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(h) Each
Borrower hereby agrees that it will not enforce any of its rights that arise from the existence, payment, performance or enforcement
of the provisions of this Section 2.23, including rights of subrogation, reimbursement, exoneration, contribution or indemnification
and any right to participate in any claim or remedy of Administrative Agent or any Lender against any Borrower, whether or not
such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from
any Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely
on account of such claim, remedy or right, unless and until such time as all of the Obligations have been paid in full in cash.
Any claim which any Borrower may have against any other Borrower with respect to any payments to Administrative Agent or any Lender
hereunder are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations
arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower,
its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment
or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor.
If any amount shall be paid to any Borrower in violation of the immediately preceding sentence, such amount shall be held in trust
for the benefit of Administrative Agent and the Lenders, and shall forthwith be paid to Administrative Agent to be credited and
applied to the Obligations and all other amounts payable under this Agreement, whether matured or unmatured, in accordance with
the terms of this Agreement, or to be held as Collateral for any Obligations or other amounts payable under this Agreement thereafter
arising. Notwithstanding anything to the contrary contained in this Agreement, no Borrower may exercise any rights of subrogation,
contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek recourse against or with respect
to any property or asset of, any other Borrower (the “Foreclosed Borrower”), including after payment in full
of the Obligations, if all or any portion of the Obligations have been satisfied in connection with an exercise of remedies in
respect of the Capital Stock of such Foreclosed Borrower whether pursuant to this Agreement or otherwise.


 


(i) Each
Borrower hereby acknowledges and affirms that it understands that to the extent the Obligations are secured by Real Property (as
such term is defined in the Security Agreement) located in California, Borrower shall be liable for the full amount of the liability
hereunder notwithstanding the foreclosure on such Real Property by trustee sale or any other reason impairing such Borrower’s
right to proceed against any other Loan Party. In accordance with Section 2856 of the California Civil Code or any similar laws
of any other applicable jurisdiction, each Borrower hereby waives until such time as the Obligations have been paid in full:


 


(i) all
rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become
available to Borrower by reason of Sections 2787 to 2855, inclusive, 2899, and 3433 of the California Civil Code or any similar
laws of any other applicable jurisdiction;


 






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(ii) all
rights and defenses that Borrower may have because the Obligations are secured by Real Property (as such term is defined in the
Security Agreement) located in California, meaning, among other things, that: (A) Administrative Agent and the Lenders may collect
from Borrower without first foreclosing on any real or personal property collateral pledged by any Loan Party, and (B) if Administrative
Agent, on behalf of the Lenders, forecloses on any Real Property (as such term is defined in the Security Agreement) pledged by
any Loan Party, (1) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure
sale, even if the collateral is worth more than the sale price, and (2) Administrative Agent and the Lenders may collect from the
Loan Parties even if, by foreclosing on the Real Property (as such term is defined in the Security Agreement), Administrative Agent
or the Lenders have destroyed or impaired any right Borrower may have to collect from any other Loan Party, it being understood
that this is an unconditional and irrevocable waiver of any rights and defenses Borrower may have because the Obligations are secured
by Real Property (including any rights or defenses based upon Sections 580a, 580d, or 726 of the California Code of Civil Procedure
or any similar laws of any other applicable jurisdiction); and


 


(iii) all
rights and defenses arising out of an election of remedies by Administrative Agent and the Lenders, even though that election of
remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed Borrower’s rights
of subrogation and reimbursement against any other Loan Party by the operation of Section 580d of the California Code of Civil
Procedure or any similar laws of any other applicable jurisdiction or otherwise.


 


Section
2.24 Lead Borrower. Each Borrower hereby irrevocably appoints Lead Borrower as the borrowing
agent and attorney-in-fact for each Borrower, which appointment shall remain in full force and effect unless and until Administrative
Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another
Borrower has been appointed Lead Borrower. Each Borrower hereby irrevocably appoints and authorizes Lead Borrower (a) to provide
Administrative Agent with all notices with respect to Term Loans obtained for the benefit of any Borrower and all other notices
and instructions under this Agreement and (b) to take such action as Lead Borrower deems appropriate on its behalf to carry out
the purposes of this Agreement. It is understood that the handling of the Term Loans and the Collateral of Loan Parties in a combined
fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective
borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that Administrative Agent
shall not incur any liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly,
from the handling of Term Loans and the Collateral in a combined fashion since the successful operation of each Borrower is dependent
on the continued successful performance of the integrated group.


 


ARTICLE
III

CONDITIONS PRECEDENT


 


Section
3.01 Closing Date. The obligation of each Lender to make a Credit Extension on the Closing
Date is subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions on or
before the Closing Date:  


 


(a) Loan
Documents. Administrative Agent shall have received copies of each Loan Document executed by each applicable Loan Party.


 






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(b) Organizational
Documents; Incumbency. Administrative Agent shall have received (i) copies of each Organizational Document executed by
each Loan Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official,
each dated the Closing Date or a recent date prior thereto, (ii) signature and incumbency certificates of the officers of
such Person executing the Loan Documents to which it is a party, (iii) resolutions of the Board or similar governing body
of each Loan Party, in each case, approving and authorizing the execution, delivery, and performance of this Agreement and the
other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the
Closing Date by its secretary or an assistant secretary or other similar responsible officer as being in full force and effect
without modification or amendment, and (iv) a good standing certificate from the applicable Governmental Authority of each
Loan Party’s jurisdiction of incorporation, organization, or formation dated a recent date prior to the Closing Date.


 


(c) Consummation
of the Acquisition. The Acquisition shall have been consummated substantially simultaneously with the initial Credit Extension
hereunder in accordance with the terms of the Acquisition Agreement (and no provision of the Acquisition Agreement shall have been
waived, amended, supplemented, or otherwise modified (including any consents thereunder) in a manner materially adverse to the
Lenders without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed, or conditioned)).


 


(d) Existing
Indebtedness. On the Closing Date, substantially simultaneously with the initial Credit Extension hereunder, Global Parent
and its Subsidiaries (excluding the Excluded Entities) shall have (i) repaid in full all Existing Indebtedness, (ii) terminated
any commitments to lend or make other extensions of credit thereunder and (iii) delivered to Administrative Agent (or filed
directly or indirectly) all documents or instruments necessary to (x) release all Liens in favor of the secured parties under the
Existing Indebtedness on the assets and other property (including Capital Stock) of Global Parent and its Subsidiaries (excluding
the Excluded Entities) and (y) terminate any guarantees in respect of such Existing Indebtedness.


 


(e) [Intentionally
Omitted].


 


(f) [Intentionally
Omitted].


 


(g) Personal
Property Collateral. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected
First Priority security interest in personal property Collateral, Collateral Agent shall have received:


 


(i) evidence
satisfactory to Collateral Agent of the compliance by each Loan Party of its obligations under the Security Agreement and the other
Collateral Documents to which they are parties (including, without limitation, their obligations to authorize or execute, as the
case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, and any agreements governing
deposit and/or securities accounts as provided therein), together with (A) appropriate financing statements on Form UCC-1
duly filed in such office or offices as may be necessary or, in the opinion of Collateral Agent, desirable to perfect the security
interests purported to be created by each Security Agreement, and (B) evidence satisfactory to Collateral Agent of the filing
of such UCC-1 financing statements,


 


(ii) original
certificates (if any) with respect to all of the Capital Stock issued by any of the Loan Parties, together with undated powers
executed in blank with respect thereto (provided, that any such certificates issued by any Person other than Borrower shall
only be required to be delivered on the Closing Date to the extent timely received after using commercially reasonable efforts
to obtain them), and


 






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(iii) A
completed Initial Perfection Certificate dated the Closing Date and executed by an Authorized
Officer of each Loan Party, together with all attachments contemplated thereby.


 


(h) Opinions
of Counsel. Lenders and their respective counsel shall have received executed copies of the favorable written opinions of counsel
for Loan Parties, and as to such other matters as Administrative Agent may reasonably request, dated as of the Closing Date and
otherwise in form and substance satisfactory to Administrative Agent (and such counsel is hereby instructed to deliver such opinions
to Agents and Lenders).


 


(i) Fees
and Expenses. All accrued costs, fees, and expenses (including, without limitation, legal fees and expenses and the fees and
expenses of any other advisors) and other compensation due and payable to Administrative Agent, Collateral Agent, and the Lenders
and required by this Agreement and the other Loan Documents (including, without limitation, the Fee Letter, Section 2.10(a),
and Section 10.02 hereof) to be paid on the Closing Date shall have been paid, in the case of expenses, to the extent
a reasonably detailed invoice has been delivered to Lead Borrower.


 


(j) Solvency
Certificate. On the Closing Date, Administrative Agent shall have received a solvency certificate of the chief operating officer
or chief financial officer of the Lead Borrower substantially in the form of Exhibit F-2, dated as of the Closing Date and
addressed to the Agents and Lenders.


 


(k) Closing
Date Certificate. Lead Borrower shall have delivered to the Agents an executed Closing Date Certificate, together with all
attachments thereto.


 


(l) No
Material Adverse Effect. Since December 28, 2019, there shall not have occurred a Material Adverse Effect (as defined in the
Acquisition Agreement).


 


(m) Bank
Regulations. (a) Each Loan Party shall have provided to the Lenders no less than three (3) Business Days prior to the
Closing Date the documentation and other information that are reasonably requested by the Lenders no later than 10 days prior
to the Closing Date under the applicable “know-your-customer” rules and regulations, including, without limitation,
the PATRIOT Act and (b) at least three days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Loan Party, which
such Beneficial Ownership Certification shall be complete and accurate in all respects.


 


(n) Funding
Notice. Administrative Agent shall have received a fully executed and delivered Funding Notice (which on the Closing Date shall
be satisfied by the execution and delivery of the Flow of Funds Agreement).


 


(o) Specified
Acquisition Agreement Representations and Specified Representations. As of the Closing Date, the Specified Acquisition Agreement
Representations and the Specified Representations shall be true and correct in all material respects (except that such materiality
qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality”
or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in
all respects subject to such qualification).


 


(p) GACP
Credit Agreement. Administrative Agent shall have received a fully executed and effective GACP Credit Agreement in form and
substance reasonably satisfactory to Administrative Agent with aggregate “Term Loan Commitments” thereunder of at least
$575,000,000.


 






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(q) Intercreditor
Agreement. Administrative Agent shall have received a fully executed and effective Intercreditor Agreement in form and substance
reasonably satisfactory to Administrative Agent.


 


(r) Financial
Statements; Projections. Lenders shall have received from Global Parent (i) Historical Financial Statements, (ii) pro
forma consolidated balance sheets of the Loan Parties as at the Closing Date, and reflecting the consummation of the Transactions
contemplated to occur on or prior to the Closing Date, which pro forma financial statements shall be in form and substance satisfactory
to each Agent, and (iii) the Projections.


 


(s) Evidence
of Insurance. Collateral Agent shall have received a certificate from Lead Borrower’s or Global Parent’s insurance
broker or other evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to Section
5.05 is in full force and effect, together with endorsements naming Collateral Agent, for the benefit of Secured Parties,
as additional insured and lender loss payee thereunder to the extent required under Section 5.05, in each case, in
form and substance satisfactory to Collateral Agent.


 


(t) Closing
Date Equity.  Administrative Agent shall have received evidence satisfactory to it that Ultimate Parent and/or the Permitted
Holders shall have contributed (or caused to be contributed), directly or indirectly, cash equity contributions to Lead Borrower
and its subsidiaries (in the form of (i) common equity or (ii) pay-in-kind preferred equity reasonably satisfactory to Administrative
Agent) in an aggregate amount of equal to $7,500,000 (the “Closing Date Equity”), the proceeds of which may
be used to pay the aggregate purchase price for the Acquisition (notwithstanding anything to the contrary in this Agreement) or
for other general corporate purposes;


 


Each Lender, by delivering its signature
page to this Agreement and funding a Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to
and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders, or Lenders, as
applicable, on the Closing Date.


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES


 


In order to induce
Agents and Lenders to enter into this Agreement and to make each Credit Extension to be made thereby, each Loan Party represents
and warrants to each Agent and Lenders, on the Closing Date, that the following statements are true and correct:


 


Section
4.01 Organization; Requisite Power and Authority; Qualification. Each Loan Party and its Subsidiaries
(excluding the Excluded Entities) (a) is duly organized, validly existing, and in good standing under the laws of its jurisdiction
of organization as identified in Schedule 4.1, (b) 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 and, in the case of the Borrowers, to make the borrowings
hereunder, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and
wherever necessary to carry out its business and operations, except, in the case of this clause (c), in jurisdictions where
the failure to be so qualified or in good standing could not be reasonably expected to have a Material Adverse Effect.


 






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Section
4.02 Capital Stock and Ownership. The Capital Stock of each Loan Party and its Subsidiaries
(excluding the Excluded Entities) has been duly authorized and validly issued and is fully paid and non-assessable. Except as set
forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment, or other
agreement to which any Loan Party or any Subsidiary (excluding the Excluded Entities) is a party requiring, and there is no membership
interest or other Capital Stock of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities) outstanding which
upon conversion or exchange would require, the issuance by any Loan Party or any of its Subsidiaries (excluding the Excluded Entities)
of any additional membership interests or other Capital Stock of any Loan Party or any of its Subsidiaries (excluding the Excluded
Entities) or other Securities convertible into, exchangeable for, or evidencing the right to subscribe for or purchase a membership
interest or other Capital Stock of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities). Schedule 4.2
correctly sets forth the ownership interest of the Loan Parties and each of their respective Subsidiaries (excluding the Excluded
Entities) as of the ClosingThird Amendment Effective
Date after giving effect to the Transactions.
As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material
respects.


 


Section
4.03 Due Authorization. The execution, delivery, and performance of the Loan Documents have
been duly authorized by all necessary action on the part of each Loan Party that is a party thereto.


 


Section
4.04 No Conflict. The execution, delivery, and performance by Loan Parties of the Loan Documents
to which they are parties and the consummation of the transactions contemplated by the Loan Documents do not and will not (a) violate
any provision of any law or any governmental rule, or regulation applicable to any Loan Party or any of its Subsidiaries (excluding
the Excluded Entities), or any order, judgment, or decree of any court or other agency of government binding on any Loan Party
or any of its Subsidiaries (excluding the Excluded Entities), (b) conflict with, result in a breach of, or constitute (with
due notice or lapse of time or both) a default under any Contractual Obligation of any Loan Party or any of its Subsidiaries (other
than the Excluded Entities), (c) result in or require the creation or imposition of any Lien upon any of the properties or
assets of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities) (other than any Liens created under any of
the Loan Documents in favor of Collateral Agent, on behalf of Secured Parties), (d) result in any default, non-compliance,
suspension, revocation, impairment, forfeiture, or non-renewal of any permit, license, authorization, or approval applicable to
its operations or any of its properties, (e) require any approval of stockholders, members, or partners or any approval or
consent of any Person under any Contractual Obligation of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities),
except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders,
or (f) violate any provision of any of the Organizational Documents of any Loan Party or any of its Subsidiaries (excluding
the Excluded Entities), except, in the case of the preceding clauses (a), (b), (d) and (e), for any violation, conflict, breach,
default, creation, imposition, non-compliance, suspension, revocation, impairment, forfeiture, non-renewal, or requirement, in
each case, that could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.


 


Section
4.05 Governmental Consents. As of the Closing Date, except to the extent the failure to obtain
or make the same could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the execution,
delivery, and performance by Loan Parties of the Loan Documents to which they are parties 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 to, with or by, any Governmental Authority except for filings and recordings (i) with respect to the Collateral
to be made or otherwise delivered to Collateral Agent for filing and/or recordation or (ii) that have already been made or
obtained.


 






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Section
4.06 Binding Obligation. 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 may be limited by bankruptcy, insolvency, reorganization, moratorium,
or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.


 


Section
4.07 Historical Financial Statements. The Historical Financial Statements were prepared in
conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons
described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated
basis, of Persons described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements,
to changes resulting from audit and normal year-end adjustments.  As of the Closing Date, none of the Loan Parties has any
unusual forward or long term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which
in any such case is material in relation to the business, operations, properties, assets, or condition (financial or otherwise)
of the Loan Parties and their Subsidiaries taken as a whole.


 


Section
4.08 Projections. On and as of the Closing Date, the projections of the Loan Parties for the
period of Fiscal Year 2021 through and including Fiscal Year 2024, including quarterly projections for each quarter not yet completed
during the Fiscal Year in which the Closing Date takes place (the “Projections”), are based on good faith estimates
and assumptions made by the management of Global Parent or the respective Loan Party; provided, that the Projections are
not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such
Projections and that the differences may be material; provided further, that as of the Closing Date, management of Global
Parent or the respective Loan Party believed that the Projections were reasonable and attainable. Such Projections, as so updated,
shall be believed by Global Parent or the respective Loan Party at the time furnished to be reasonable, shall have been prepared
on a reasonable basis and in good faith by Global Parent or the respective Loan Party, and shall have been based on assumptions
believed by Global Parent or the respective Loan Party to be reasonable at the time made, and Global Parent or the respective Loan
Party shall not be aware of any facts or information that would lead it to believe that such projections, as so updated, are not
attainable in any material respect.


 


Section
4.09 No Material Adverse Effect. Since the Closing Date, no event, circumstance, or change
has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.


 


Section
4.10 Adverse Proceedings, etc. There are no Adverse Proceedings, individually or in the aggregate,
that (a) relate to any Loan Document or the transactions contemplated hereby or thereby or (b) could reasonably be expected
to have a Material Adverse Effect. No Loan Party nor any of its Subsidiaries (excluding the Excluded Entities) (y) is in violation
of any applicable laws that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or
(z) 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 have a Material Adverse Effect.


 






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Section
4.11 Payment of Material Taxes. Except as otherwise permitted under Section 5.03,
all income and other material Tax returns and reports of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities)
required to be filed by any of them have been timely filed, and all material Taxes shown as due and payable on such Tax returns
have been paid when due and payable. Global Parent knows of no proposed Tax assessment against any Loan Party or any of its Subsidiaries
(excluding the Excluded Entities) with respect to a material amount of Tax which is not being actively contested by such Loan Party
or such Subsidiary (excluding the Excluded Entities) in good faith and by appropriate proceedings; provided, that such reserves
or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.


 


Section
4.12 Properties.


 


(a) Title.
Each Loan Party and each of its Subsidiaries (excluding the Excluded Entities) has (i) good, marketable and legal title to
(in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in
real or personal property), and (iii) good and valid title to (in the case of all other personal property), all of its respective
properties and assets reflected in the most recent financial statements delivered pursuant to Section 5.01, in each
case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise
permitted under Section 6.09 and except where failure to have such good and legal title or valid leasehold interests
could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All such properties
and assets are in working order and condition, ordinary wear and tear excepted, and except as permitted by this Agreement, all
such properties and assets are free and clear of Liens.


 


(b) Real
Estate. As of the ClosingThird Amendment Effective
Date, Schedule 4.12 contains a true, accurate, and complete list of all Material Real Estate Assets. Except as could
not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each lease or sublease
to which any Loan Party is a party is in full force and effect, and Global Parent does not have knowledge of any default that has
occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable
Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally or by equitable
principles. Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect, to the knowledge of each Loan Party, (i) no other party to any such agreement is in default of its obligations thereunder,
(ii) no Loan Party (or any other party to any such agreement) has at any time delivered or received any notice of default
which remains uncured under any such lease, and (iii) as of the Closing Date, no event has occurred which, with the giving
of notice or the passage of time or both, would constitute a default under any such agreement.


 


Section
4.13 Environmental Matters. As of the Closing Date (or, with respect to the
Liberty Parties, as of the Third Amendment Effective Date), except as set forth on Schedule 4.13,
(a) to Global Parent’s knowledge, no Loan Party’s nor any of its Subsidiaries’ (excluding the Excluded
Entities) properties or assets has ever been used by a Loan Party, its Subsidiaries (excluding the Excluded Entities) 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 of any
applicable Environmental Law, except such non-compliance that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, (b) to Global Parent’s knowledge, no Loan Party’s nor any
of its Subsidiaries’ (excluding the Excluded Entities) 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
nor any of its Subsidiaries (excluding the Excluded Entities) 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 Subsidiaries (excluding the Excluded Entities) nor any of their respective 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, individually or in the aggregate, could reasonably be expected to result in a Material Adverse
Effect.


 






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Section
4.14 Eligible Credit Card Receivables; Eligible Accounts; Eligible Rental Agreements.


 


(a) As
to each Account that is identified by Borrower as an Eligible Credit Card Receivable in a Borrowing Base Certificate submitted
to Administrative Agent, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by
the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of business of Borrower
and the Guarantor Subsidiaries, (b) owed to Borrower or a Guarantor Subsidiary without any known defenses, disputes, offsets, counterclaims,
or rights of return or cancellation, and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other
than any Agent-discretionary criteria) set forth in the definition of Eligible Credit Card Receivables.


 


(b) As
to each Account that is identified by Borrowers as an Eligible Account in a Borrowing Base Certificate submitted to Agent, such
Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory
or the rendition of services to such Account Debtor in the ordinary course of a Borrower’s business, (b) owed to a Borrower
without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (c) not excluded as ineligible
by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of
Eligible Accounts.


 


(c) As
to each Rental Agreement that is identified by Borrowers as an Eligible Rental Agreement in a Borrowing Base Certificate submitted
to Agent, such Rental Agreement is (a) a bona fide existing contractual agreement between Buddy Top Parent or its Subsidiaries
that are Loan Parties on the one hand, and a third party customer, on the other hand, in the ordinary course of such Loan Party’s
business, and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary
criteria) set forth in the definition of Eligible Rental Agreements.


 


Section
4.15 Eligible Inventory. As to each item of Inventory that is identified by Borrower as Eligible
Inventory in a Borrowing Base Certificate submitted to Administrative Agent, such Inventory is (a) of good and merchantable quality,
free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any
Agent-discretionary criteria) set forth in the definition of Eligible Inventory


 


Section
4.16 Governmental Regulation.


 


(a) No
Loan Party is subject to regulation under the Public Utility Holding Company Act of 2005, 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.


 


(b) No
Loan Party 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.


 






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Section
4.17 Margin Stock. No Loan Party 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 the Loan Parties 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, or is inconsistent with, the provisions of Regulation
T, U, or X of the Board of Governors of the Federal Reserve System.


 


Section
4.18 Employee Matters. No Loan Party nor any of its Subsidiaries (excluding the Excluded Entities)
is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no
unfair labor practice complaint pending against any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), or
to the best knowledge of Global Parent and Lead Borrower, threatened against any of them before the National Labor Relations Board
and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against
any Loan Party or any of its Subsidiaries (excluding the Excluded Entities) or to the best knowledge of Global Parent and Lead
Borrower, threatened against any of them, (b) no strike or work stoppage or other labor disputes in existence or, to the knowledge
of Borrower, threatened, involving any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), and (c) to
the best knowledge of Global Parent and Lead Borrower, no union representation question existing with respect to the employees
of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities) and, to the best knowledge of Global Parent and
Lead Borrower, no union organization activity that is taking place, except (with respect to any matter specified in clause (a),
(b), or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.


 


Section
4.19 Employee Benefit Plans. Each Loan Party and each of its ERISA Affiliates are in compliance with all
applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published
interpretations thereunder with respect to each Employee Benefit Plan and have performed all their obligations under each
Employee Benefit Plan except, in each case, where failure to do so, individually or in the aggregate, could not be reasonably
expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a)
of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that
such Employee Benefit Plan is so qualified, and nothing has occurred subsequent to the issuance of such determination letter
which would cause such Employee Benefit Plan to lose its qualified status. No liability to the PBGC (other than required
premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of
ERISA has been or is expected to be incurred by any Loan Party or any of its ERISA Affiliates, except, in each case, for a
liability or liabilities that could not, individually or in the aggregate, be reasonably expected to have a Material Adverse
Effect. No ERISA Event has occurred or is reasonably expected to occur. Except to the extent required under
Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare
benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Loan Party or any of its
ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained, or
contributed to by any Loan Party or any of its ERISA Affiliates (determined as of the end of the most recent plan year on the
basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension
Plan), did not exceed the aggregate current value of the assets of such Pension Plan. As of the most recent valuation date
for each Multiemployer Plan for which the actuarial report is available, the potential liability of any Loan Party and its
ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA),
when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information
available pursuant to Section 4221(e) of ERISA is zero. Each Loan Party and each of its ERISA Affiliates have complied
with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in
“default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.


 






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Section
4.20 Certain Fees. No broker’s or finder’s fee or commission will be payable with
respect hereto or any of the transactions contemplated hereby.


 


Section
4.21 Solvency. The Loan Parties on a consolidated basis are Solvent and will be Solvent immediately
after giving effect to this Agreement, the funding of the Term Loans hereunder, the consummation of the Acquisition, the incurrence
of Indebtedness under the GACP Credit Agreement on the Closing Date, the payment of all fees and expenses to be paid by the Loan
Parties in connection with any of the foregoing on the Closing Date, and the other transactions to be consummated in connection
with the foregoing on the Closing Date.


 


Section
4.22 [Reserved].


 


Section
4.23 Compliance with Statutes, etc. Each Loan Party and its Subsidiaries (excluding the Excluded
Entities) is in compliance with (a) its Organizational Documents and (b) all applicable statutes, regulations, and orders
of, and all applicable restrictions imposed by, all Governmental Authorities in respect of the conduct of its business and the
ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or
governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such Real Estate
Asset or the operations of each Loan Party and its Subsidiaries (excluding the Excluded Entities)), except such non-compliance
that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


Section
4.24 Intellectual Property. Each Loan Party owns, or holds licenses in, or otherwise has the
right to use all Material Intellectual Property that is used in the conduct of its business as currently conducted. Attached hereto
as Schedule 4.24 is a true, correct, and complete listing of all registered material trademarks, copyrights, and patents,
and applications therefor, as to which any Loan Party is the owner; provided, that Lead Borrower may amend Schedule 4.24
to add additional intellectual property, or to remove intellectual property in the ordinary course, so long as such amendment occurs
by written notice to Administrative Agent at the time that Lead Borrower provides its Compliance Certificate pursuant to Section 5.01(d).


 


Section
4.25 Inventory and Equipment. The Inventory and Equipment (other than vehicles or Equipment
out for repair and other than Inventory and Equipment with, in the aggregate, a de minimis value) of the Loan Parties are
not stored with a bailee, warehouseman, or similar party (other than Third Party Franchisees) and are located only at, or are in-transit
between or to, the locations identified on Schedule 4.25 (as such Schedule may be updated pursuant to Section 5.12).


 


Section
4.26 Trademarks and Key Trademark Licenses. Except as would not, individually or in the aggregate, constitute
a Material Adverse Effect, each Loan Party has the licenses to use or otherwise has the right to use all trademarks owned by third
parties that are necessary to the conduct of its business as currently conducted (including, without limitation, Material Intellectual
Property) (“Licensed Trademarks”). All registered trademarks and trademark applications owned by or filed in
the name of the Loan Parties (“Owned Trademarks”) are in good standing and in compliance with all formal legal
requirements, and all filings, payments, and other actions required to be made or taken to maintain such Owned Trademarks in full
force and effect have been made by the applicable deadline. Except as would not, individually or in the aggregate, constitute
a Material Adverse Effect, the goodwill associated with all Owned Trademarks that are currently used in commerce have not been
impaired. No proceeding (including any opposition or cancellation) is pending or, to the knowledge of the Loan Parties, threatened
that challenges the validity or enforceability of the Owned Trademarks. The Loan Parties are not parties to any co-existence agreement
with respect to the Owned Trademarks. Except as would not, individually or in the aggregate, constitute a Material Adverse Effect,
use of the Owned Trademarks or the Licensed Trademarks by the Loan Parties do not infringe any intellectual property rights of
any third party.


 






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Section
4.27 Insurance. Each Loan Party keeps its property adequately insured and maintains (a) insurance
to such extent and against such risks, as is customary with companies in the same or similar businesses, (b) workmen’s
compensation insurance in the amount required by applicable law, (c) public liability insurance, which shall include product
liability insurance, in the amount customary with companies in the same or similar business against claims for personal injury
or death on properties owned, occupied, or controlled by it, and (d) such other insurance as may be required by law. Schedule 4.27
sets forth a list of all property and liability insurance maintained by each Loan Party on the Closing Date (or,
with respect to the Liberty Parties, on the Third Amendment Effective Date) (or attaches insurance certificates specifying
such insurance).


 


Section
4.28 Franchise Agreements.


 


(a) Schedule 4.28
sets forth a complete and accurate list as of the Closing Date (or, with respect to the Liberty Parties,
as of the Third Amendment Effective Date) of all Franchise Agreements to which any Loan Party or any of their Subsidiaries
(excluding the Excluded Entities)
is a party.


 


(b) Except
as set forth on Schedule 4.28, as of the Closing Date (or, with respect to the Liberty
Parties, as of the Third Amendment Effective Date), to the knowledge of the Loan Parties, none of the Franchise Agreements
contains any grant of exclusive rights to a territory designated therein which conflicts, or potentially conflicts, with any grant
of exclusive rights to a territory granted under any other Franchise Agreement. Except as set forth in Schedule 4.28,
as of the Closing Date (or, with respect to the Liberty Parties, as of the Third Amendment Effective
Date), no current franchisee under a Franchise Agreement has given written notice to a Loan Party’s management
during the six (6) month period before the Closing Date (or, with respect to the Liberty Parties,
the six (6) month period before the Third Amendment Effective Date) of its intention to rescind or terminate (with or
without cause) any Franchise Agreement.


 


(c) Except
as could not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has prepared and maintained each
of its Franchise Disclosure Documents, in an accurate and correct manner, (ii) each Loan Party has filed all required Franchise
Disclosure Documents required by law in all states and jurisdictions requiring registration and approval prior to any offers or
sales of franchises in such states, and (iii) each Loan Party has filed all material changes, amendments, renewals thereto
on a timely and accurate basis as required under, and required by applicable Requirements of Law. Except as could not reasonably
be expected to have a Material Adverse Effect, each Loan Party’s Franchise Disclosure Documents were prepared in compliance
with applicable Franchise Laws and disclosure guidelines, and there were no misrepresentations or omissions of information in any
Franchise Disclosure Documents at the time such Loan Party was using such Franchise Disclosure Documents. Each Franchise Agreement
complies, and the offer and sale of such Franchise Agreement complied, in each case at the time such offer and sale was made, with
all Franchise Laws, except to the extent of any non-compliance therewith which could not reasonably be expected to have a Material
Adverse Effect.


 






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Section
4.29 Permits, etc. Each Loan Party has, and is in material compliance with, all permits, licenses,
authorizations, approvals, entitlements, and accreditations required for such Person lawfully to own, lease, manage, or operate,
or to acquire, each business currently owned, leased, managed, or operated, or to be acquired, by such Person, which, if not obtained,
could reasonably be expected to have a Material Adverse Effect. No condition exists or event has occurred which, in itself or with
the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture, or non-renewal
of any such permit, license, authorization, approval, entitlement, or accreditation, and there is no claim that any thereof is
not in full force and effect, except, to the extent any such condition, event, or claim could not be reasonably expected to have
a Material Adverse Effect.


 


Section
4.30 Cash Management. Schedule 4.30 sets forth a complete and accurate list as
of the ClosingThird Amendment Effective
Date of all deposit, checking, and other bank accounts, all securities and other accounts maintained with any broker dealer, and
all other similar accounts maintained by each Loan Party, together with a description thereof (i.e., the bank or broker
dealer at which such deposit or other account is maintained and the account number and the purpose thereof). Schedule 6.17 sets
forth a list describing all arrangements as of the Closing Date (or, with respect to the Liberty Parties,
as of the Third Amendment Effective Date) to which any Loan Party is a party with respect to the processing and/or payment
to such Loan Party of the proceeds of any credit card charges and debit card charges for sales made by such Loan Party.


 


Section
4.31 Security Interests. The Security Agreement creates in favor of Collateral Agent, for
the benefit of Secured Parties, a legal, valid, and enforceable security interest in the Collateral secured thereby. Upon the filing
of the UCC-1 financing statements described in Section 3.01(g), and the recording of any applicable intellectual property
security agreements as referred to in the Security Agreement in the United States Patent and Trademark Office and the United States
Copyright Office, if and as applicable, and the entry into Control Agreements with respect to any Deposit Accounts, Securities
Accounts and Commodities Accounts, such security interests in and Liens on the Collateral granted thereby (with respect to the
types of Collateral that can be perfected by the filing of a financing statement or recordation of an intellectual property security
agreement, and to the extent that any applicable Collateral can be perfected by the recordation of an intellectual property security
agreement) shall be perfected, First Priority security interests, and no further recordings or filings are or will be required
in connection with the creation, perfection, or enforcement of such security interests and Liens, other than (a) the filing
of continuation statements in accordance with applicable law, (b) the recording of intellectual property security agreements
pursuant to the Security Agreement in the United States Patent and Trademark Office and the United States Copyright Office, as
applicable, with respect to after-acquired U.S. patent and trademark applications and registrations and U.S. copyrights
(to the extent that any applicable Collateral can be perfected by filing and recording an intellectual property security agreement
in the United States Patent and Trademark Office and the United States Copyright Office); provided, that notwithstanding anything
herein to the contrary, in no event shall any Loan Party be required to take perfection steps with respect to any motor vehicle
or any other collateral subject to a certificate of title or ownership.


 


Section
4.32 PATRIOT ACT. To the extent applicable, each Loan Party and each of its Subsidiaries 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, as amended) (the “PATRIOT Act”).


 






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Section
4.33 OFAC/Sanctions. No Loan Party nor any of its Subsidiaries is in violation of any applicable
Sanctions. No Loan Party, nor any of its Subsidiaries nor any director, officer, employee, agent, or Affiliate of such Loan Party
or such Subsidiary (a) is a Sanctioned Person or a Sanctioned Entity, (b) has any assets located in Sanctioned Entities,
or (c) derives revenues from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. Each of the
Loan Parties and their Subsidiaries, and each director, officer, employee, agent (when acting on behalf of a Loan Party or Subsidiary
thereof, within the scope of the agent’s designated duties), and Affiliate of each such Loan Party and each such Subsidiary,
is in compliance with the Anti-corruption Laws in all material respects. 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, or otherwise be used in any manner that would result in a violation of any applicable Sanction by any Person (including
any Lender or other individual or entity participating in any transaction).


 


Section
4.34 Disclosure. No representation or warranty of any Loan Party contained in any Loan Document
or in any other documents, certificates, or written statements furnished to Lenders by or on behalf of Global Parent or any of
its Subsidiaries (excluding the Excluded Entities) for use in connection with the transactions contemplated hereby, when taken
as a whole, contains any untrue statement of a material fact or omits to state a material fact (known to Global Parent or Lead
Borrower, in the case of any document not furnished by either of them) necessary in order to make the statements contained herein
or therein not misleading in light of the circumstances in which the same were made. Any projections and pro forma financial
information contained in such materials are based upon good faith estimates and assumptions believed by Global Parent and Lead
Borrower to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to
be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected
results and such difference may be material. There are no facts known (or which should upon the reasonable exercise of diligence
be known) to Global Parent or Lead Borrower (other than matters of a general economic nature) that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents,
certificates, and statements furnished to Lenders for use in connection with the transactions contemplated hereby.


 


Section
4.35 Use of Proceeds. The proceeds of the Term Loans made on the Closing Date shall be applied
by the Borrowers as set forth in Section 2.05 hereof.


 


ARTICLE V


AFFIRMATIVE COVENANTS


 


Each Loan Party covenants
and agrees that so long as any Commitment is in effect and until payment in full of all Obligations, each Loan Party shall perform,
and each Loan Party shall cause each of its Subsidiaries (excluding the Excluded Entities) to perform, all covenants in this Article V.


 


Section
5.01 Financial Statements and Other Reports. Unless otherwise provided below, Lead Borrower
will deliver to each Agent:


 


(a) Monthly
Reports.  As soon as available, and in any event within 30 days after the end of each fiscal month (excluding
the last fiscal month of each Fiscal Quarter) (or, with respect to any fiscal month reports required prior to the fiscal
month ending September 2020, 45 days), (i) consolidated and consolidating balance sheet of Global Parent, the Lead
Borrower and its Subsidiaries as at the end of such fiscal month and the related consolidated and consolidating statements of
income, consolidated statements of stockholders’ equity, and consolidated and consolidating statements of cash flows of
the Global Parent, the Lead Borrower and its Subsidiaries for such fiscal month and for the period from the beginning of the
then current Fiscal Year to the end of such fiscal month, setting forth in each case in comparative form the corresponding
figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for
the current Fiscal Year, all in reasonable detail, together with a schedule of reconciliations for any reclassifications with
respect to prior fiscal months or periods (and, in connection therewith, copies of any restated financial statements for any
impacted fiscal month or period); provided that any consolidating financials required by this clause (a)(i) shall be the
consolidating financials prepared for each line of business (e.g. AF Holdings and its Subsidiaries, Buddy Top Parent and its
Subsidiaries and Sears Top Parent and its Subsidiaries) and not consolidating financials for each Subsidiary on an entity by
entity basis, (ii) a Financial Officer Certification with respect the foregoing, (iii) for each line of
business, the information described on Schedule 5.1 hereto under the heading “Monthly
Reporting”, in form and substance reasonably acceptable to each Agent, and (iv) a Narrative Report with respect
the foregoing,


 






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(b) Quarterly
Financial Statements.  As soon as available, and in any event within 45 days after the end of each Fiscal Quarter
of each Fiscal Year (including the fourth Fiscal Quarter), (i) a consolidated and consolidating balance sheet of the Global
Parent, the Lead Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated and consolidating
statements of income, stockholders’ equity, and cash flows of the Global Parent, the Lead Borrower and its Subsidiaries for
such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting
forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and
the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail; provided that any consolidating
financials required by this clause (b)(i) shall be the consolidating financials prepared for each line of business (e.g. AF Holdings
and its Subsidiaries, Buddy Top Parent and its Subsidiaries and Sears Top Parent and its Subsidiaries, Vitamin Top Parent and its
Subsidiaries and Liberty Holdings and its Subsidiaries) and not consolidating financials for each Subsidiary on an entity by entity
basis, (ii) a Financial Officer Certification with respect to the foregoing, (iii) the information described on Schedule 5.1
hereto under the heading “Quarterly Reporting”, in form and substance reasonably acceptable to each Agent, and (iv) a
Narrative Report with respect the foregoing,


 


(c) Annual
Financial Statements.  As soon as available, and in any event within 120 days after the Fiscal Year 2019, the
consolidated and consolidating financial statements of the Global Parent, the Lead Borrower and its Subsidiaries for such
Fiscal Year, prepared in conformity with GAAP and in form reasonably acceptable to each Agent, together with a Financial
Officer Certification and a Narrative Report with respect thereto; provided that any consolidating financials required by
this provision shall be the consolidating financials prepared for each line of business (e.g. AF Holdings and its
Subsidiaries, Buddy Top Parent and its Subsidiaries and Sears Top Parent and its Subsidiaries, Vitamin Top Parent and its
Subsidiaries and Liberty Holdings and its Subsidiaries) and not consolidating financials for each Subsidiary on an entity by
entity basis, which such financial statements are prepared by an independent third party firm of recognized national standing
who is acceptable to each Agent in its reasonable discretion.  As soon as available, and in any event within
120 days after the end of each Fiscal Year commencing with Fiscal Year 2020, (i) the consolidated and consolidating
balance sheet of the Global Parent, the Lead Borrower and its Subsidiaries as at the end of such Fiscal Year and the related
consolidated and consolidating statements of income, stockholders’ equity, and cash flows of the Global Parent, the
Lead Borrower and its Subsidiaries for such Fiscal Year, prepared in conformity with GAAP, setting forth in each case in
comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan
for the Fiscal Year covered by such financial statements, in reasonable detail, together with a Financial Officer
Certification and a Narrative Report with respect thereto; provided that any consolidating financials required by this clause
(c)(i) shall be the consolidating financials prepared for each line of business (e.g. AF Holdings and its Subsidiaries, Buddy
Top Parent and its Subsidiaries and Sears Top Parent and its Subsidiaries, Vitamin Top Parent and its Subsidiaries and
Liberty Holdings and its Subsidiaries) and not consolidating financials for each Subsidiary on an entity by entity basis and
(ii) with respect to such consolidated and consolidating financial statements a report thereon of BDO, Deloitte or other
independent certified public accountants of recognized national standing selected by Global Parent, and reasonably
satisfactory to each Agent (which report shall be unqualified as to going concern and contain no material qualifications as
to scope of audit other than solely with respect to, or resulting solely from (x) an upcoming maturity date of the Term
Loans occurring within one year from the time such opinion is delivered or (y) any potential inability to satisfy any
covenant described in Section 6.08 on a future date or in a future period, and shall state that such consolidated
and consolidating financial statements fairly present, in all material respects, the consolidated and consolidating financial
position of the Global Parent, the Lead Borrower and its Subsidiaries as at the dates indicated and the results of their
operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior
years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection
with such consolidated and consolidating financial statements has been made in accordance with generally accepted auditing
standards); provided, that in lieu of providing the consolidated and consolidating annual audited financial statements
of the Global Parent, the Lead Borrower and its Subsidiaries required by this clause (c) and the report thereon of the
Lead Borrower’s independent certified public accountants (but not, for the avoidance of doubt, any of the other related
materials required by this clause (c) (including, without limitation, the comparison to the corresponding figures for
the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year, the Financial Officer
Certification, or the Narrative Report)), the Lead Borrower may provide the consolidated and consolidating annual financial
statements of Global Parent and its Subsidiaries, or of any direct parent of Global Parent and its Subsidiaries, so long as
the Lead Borrower concurrently provides (A) each Agent with consolidating and consolidating information, which shall be
audited, that explains in reasonable detail the differences between the information relating to Global Parent and its
Subsidiaries or such direct parent of Global Parent and its Subsidiaries, on the one hand, and the information relating to
the Loans on a stand-alone basis, on the other hand, and (B) a report of the independent certified public accountants of
recognized national standing selected by Global Parent or such direct parent of Global Parent, as applicable, and reasonably
satisfactory to each Agent (which report shall be unqualified to the extent set forth in the preceding clause (ii)),


 






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(d) 
Compliance Certificate. Together with each delivery of financial statements of the Global Parent, the Lead Borrower and
its Subsidiaries pursuant to Section 5.01(b) or Section 5.01(c), a duly executed and completed Compliance
Certificate,


 


(e) Statements
of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies
from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of the Global
Parent, the Lead Borrower and its Subsidiaries delivered pursuant to Section 5.01(a), Section 5.01(b),
or Section 5.01(c) will differ in any material respect from the consolidated financial statements that would have been
delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with
the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior
financial statements in form and substance reasonably satisfactory to Administrative Agent,


 


(f) Notice
of Default. Promptly (but in any event within three (3) Business Days) upon any officer of Global Parent or Lead
Borrower obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice
(from a Person other than the Administrative Agent) has been given to Global Parent or Lead Borrower with respect thereto,
(ii) that any Person has given any notice to Global Parent or any of its Subsidiaries (excluding the Excluded Entities)
or taken any other action with respect to any event or condition set forth in Section 8.01(b), or (iii) of the
occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse
Effect, a certificate of an Authorized Officer specifying the nature and period of existence of such condition, event, or
change, or specifying the notice given and action taken by any such Person (if applicable) and the nature of such claimed
Event of Default, Default, default, event or condition, and what action Lead Borrower has taken, is taking, and proposes to
take with respect thereto, together with copies of any such notice or other document received by Global Parent or any of its
Subsidiaries (excluding the Excluded Entities) related thereto,


 






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(g) Notice
of Litigation. Promptly (but in any event within three (3) Business Days) upon any senior officer of Global Parent or
Lead Borrower obtaining knowledge of (i) the institution of, or non-frivolous threat (in writing) of, any Adverse Proceeding
not previously disclosed in writing by Lead Borrower to Lenders, or (ii) any material development in any Adverse Proceeding
that, in the case of either clause (i) or (ii) if adversely determined, could be reasonably expected to
have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain
relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may
be reasonably available to Global Parent or Lead Borrower to enable Lenders and their counsel to evaluate such matters,


 


(h) ERISA.
(i) Promptly (but in any event within three (3) Business Days) upon becoming aware of the occurrence of or forthcoming occurrence
of any ERISA Event, a written notice specifying the nature thereof, what action any Loan Party or any of its ERISA Affiliates has
taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened, in writing, by the
Internal Revenue Service, the Department of Labor, or the PBGC with respect thereto, and (ii) with reasonable promptness,
copies of (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan
Party or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, (B) all notices
received by any Loan Party or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event, and (C) copies
of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Agent shall reasonably
request,


 


(i) Financial
Plan. No sooner than thirty days after the start of each Fiscal Year (commencing with the first full Fiscal Year after the
Closing Date), a consolidated and consolidating plan and financial forecast for such Fiscal Year and each Fiscal Year (or portion
thereof) through the final maturity date of the Loans (a “Financial Plan”), including (i) a forecasted
consolidated and consolidating balance sheet and forecasted consolidated and consolidating statements of income and cash flows
of the Loan Parties for each such Fiscal Year, (ii) forecasted consolidated and consolidating statements of income and cash
flows of the Loan Parties for each fiscal month of each such Fiscal Year, (iii) forecasted calculations of the ratios described
in Section 6.08 for such Fiscal Year and (iv) forecasted calculations of Consolidated Liquidity for such Fiscal
Year, together, in each case, with an explanation of the assumptions on which such forecasts are based all in form and substance
reasonably satisfactory to each Agent,


 


(j) Insurance
Report. Upon reasonable request of the Administrative Agent or any Lender, a report in form and substance
reasonably satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such report
by any Loan Party,


 






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(k) Borrowing
Base Certificates, Collateral Reporting and GACP Facility.


 


(i) (a)
If Consolidated Liquidity greater than or equal to $40,000,000, then on or prior to the fifteenth (15th)
Business Day of each fiscal month, a completed Borrowing Base Certificate as of the last day of the immediately preceding
fiscal month or (b) if the Consolidated Liquidity is less than $40,000,000, then on or prior to Tuesday each week (or the
next succeeding Business Day if Tuesday is not a Business Day), a completed Borrowing Base Certificate covering the
immediately preceding week (Sunday through Saturday). Each Borrowing Base Certificate shall include: (i) a summary source
document of stock ledger, (ii) a summary source document of inventory ineligibles, (iii) a summary source document showing
Eligible Credit Card Receivables, Eligible Accounts and Eligible Rental Agreements, including in the case of Eligible Rental
Agreements, a summary of the remaining contractual revenue of active contracts (with a break-down by new contracts and
contracts that are active and existed prior to the period) as well as a summary of the contractual revenue collected in the
covered period), (iv) a summary source document showing ineligible Credit Card Receivables, Accounts and Rental Agreements,
(v) the calculation of the Borrowing Base Ratio on and as of the end of such fiscal month (or week, as applicable) and (vi)
if such Borrowing Base Certificate covers a fiscal month (or such Borrowing Base covers the last week of any fiscal month (if
weekly)), the Borrowing Base Certificate shall also include (x) a monthly store rent summary in respect of Washington,
Virginia and Pennsylvania, (y) a report identifying customer deposits, and (z) a report with franchisee commission payable
accruals.


 


(ii) Promptly,
but in any event within three (3) Business Days (or one (1) Business Day with respect to notices pursuant to clause (y) hereof)
after the furnishing, receipt or execution thereof, copies of (x) any amendment, waiver, consent or other written modification
of the GACP Facility Loan Documents (other than immaterial amendments to GACP Facility Loan Documents other than the GACP Credit
Agreement), (y) any written notice of default or any written notice related to the exercise of remedies under the GACP Facility
Loan Documents, and (z) any other material written notice, certificate or other written information or document provided to, or
received from, the GACP Facility Agent or the GACP Facility Lenders; provided, that this clause (ii) shall not apply
to the Fee Letter (as defined in the GACP Credit Agreement) or any other documents and information relating to fees under the GACP
Facility Loan Documents (and Lead Borrower may make redactions of such fees in its reasonable discretion),


 


(l) Third
Party Franchisees. Promptly upon any senior officer of Global Parent or Lead Borrower obtaining knowledge of any material breach
or non-performance of, or any material default under, any agreements with any Third Party Franchisee that would materially and
adversely impact the ability of Agents to realize upon the Collateral,


 


(m) Environmental
Reports and Audits. Within ten (10) days following the receipt thereof, copies of all environmental audits and reports
with respect to any environmental matter which have resulted in or are reasonably likely to result in an Environmental Action asserted
against any Loan Party or any of its Subsidiaries (excluding the Excluded Entities) or in any Environmental Liabilities of any
Loan Party or any of its Subsidiaries (excluding the Excluded Entities) which, in either case, could reasonably be expected to
result in a Material Adverse Effect,


 


(n) Information
Regarding Collateral. Lead Borrower will furnish to Collateral Agent prompt written notice of any change in any Loan Party’s
(i) legal name, (ii) chief executive office, (iii) identity or corporate structure, or (iv) Federal Taxpayer Identification
Number. Lead Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been
made under the UCC or otherwise that are required in order for Collateral Agent to continue at all times following such change
to have a valid, legal, and perfected security interest in all the Collateral as contemplated by the Collateral Documents. Lead
Borrower also agrees promptly to notify Collateral Agent if any material portion of the Collateral is damaged or destroyed,


 






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(o) Annual
Collateral Verification. Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal
Year pursuant to Section 5.01(c), Lead Borrower shall deliver to Collateral Agent an officer’s certificate either
confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the ClosingThird
Amendment Effective Date or the date of the most recent certificate delivered pursuant to this Section 5.01
and/or identifying such changes,


 


(p) Tax
Returns. As soon as practicable and in any event within fifteen (15) days following the filing thereof, copies of each
United States federal income Tax return filed by or on behalf of any Loan Party, and


 


(q) Other
Information.


 


(i) (i)
 Promptly upon their becoming available, copies of


 


(A) all
financial statements, reports, notices, and proxy statements sent or made available generally by Global Parent to its security
holders acting in such capacity or by any Subsidiary of Global Parent (excluding the Excluded Entities) to its security holders
other than Global Parent or another Subsidiary of Global Parent, and


 






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(B) all
regular and periodic reports and all registration statements and prospectuses, if any, filed by Global Parent or any of its Subsidiaries
(excluding the Excluded Entities) with any securities exchange or with the Securities and Exchange Commission or any governmental
or private regulatory authority;


 


(ii) promptly
after submission to any Governmental Authority, solely to the extent not legally prohibited from disclosing such information, all
documents and information furnished to such Governmental Authority in connection with any investigation of any Loan Party (other
than a routine inquiry),


 


(iii) promptly
upon receipt thereof, copies of all financial reports (including, without limitation, management letters) submitted to any Loan
Party by its auditors in connection with any annual interim audit of the books thereof,


 


(iv) prompt
notice of the acquisition by any Loan Party or any of their respective Subsidiaries (excluding the Excluded Entities) of any Margin
Stock, together with a completed and executed Form U-1, together with such other information reasonably requested by Administrative
Agent to enable any Lender to comply with any of the requirements under Regulations T, U, and X,


 


(v) promptly,
but in any event within three (3) Business Days (or one (1) Business Day with respect to notices pursuant to clause (y) hereof)
after the furnishing, receipt or execution thereof, copies of (x) any amendment, waiver, consent or other written modification
of any Indebtedness of the Excluded Entities (other than immaterial amendments to such Indebtedness), (y) any notice of default
or any notice related to the exercise of remedies under any Indebtedness of the Excluded Entities, and (z) any other material notice,
certificate or other information or document provided to, or received from, the agent or lenders under such Indebtedness; provided,
that this clause (q)(v) shall not apply to any documents and information relating to fees under such Indebtedness,


 


(vi) any
change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial
owners identified in parts (c) or (d) of such certification, and


 






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(vii) such
other information and data with respect to Global Parent or any of its Subsidiaries (excluding the Excluded Entities) as from time
to time may be reasonably requested by any Agent.


 


Section
5.02 Existence. Except as otherwise permitted under Section 6.09, each Loan Party will,
and will cause each of its Subsidiaries (other than the Excluded Entities) 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, Governmental Authorizations, franchises, permits, licenses, accreditations, authorizations, or other
approvals material to their businesses or the conduct of their businesses.


 


Section
5.03 Payment of Taxes and Claims. Global Parent will, and will cause each of its Subsidiaries
(excluding the Excluded Entities) to, timely file all income Tax returns and all other material Tax returns required to be filed
by Global Parent or any of its Subsidiaries (excluding the Excluded Entities) and timely pay all income Taxes and all other material
Taxes imposed upon it or any of its properties or assets, or in respect of any of its income or businesses; provided, that
no such Tax need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted,
so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been
made therefor and (b) in the case of a Tax which has or may become a Lien against any of the Collateral, such contest proceedings
conclusively operate to stay imposition of any penalty, fine, or Lien resulting from the non-payment thereof. No Loan Party will,
nor will any Loan Party permit any of its Subsidiaries (excluding the Excluded Entities) to, file or consent to the filing of any
consolidated income Tax return with any Person (other than Ultimate Parent or any of its Subsidiaries (excluding the Excluded Entities)).


 


Section
5.04 Maintenance of Properties. Each Loan Party will, and each Loan Party will cause each
of its Subsidiaries (excluding the Excluded Entities) to, except as could not, either individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect, (a) maintain or cause to be maintained in reasonably good repair, working
order and condition, ordinary wear and tear, casualty and condemnation excepted, all properties used or useful in the business
of the Loan Parties and their Subsidiaries (excluding the Excluded Entities) and from time to time will make or cause to be made
all reasonably appropriate repairs, renewals, and replacements thereof and (b) comply at all times with the provisions of
all material leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture
thereof or thereunder.


 


Section
5.05 Insurance.


 


(a) The
Loan Parties will maintain or cause to be maintained, with financially sound and reputable insurers, (i) business
interruption insurance reasonably satisfactory to Collateral Agent, and (ii) casualty insurance, such public liability
insurance, third party property damage insurance, or such other insurance with respect to liabilities, losses, or damage in
respect of the assets, properties, and businesses of the Loan Parties as may customarily be carried or maintained under
similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts
(giving effect to self-insurance), with such deductibles, covering such risks, and otherwise on such terms and conditions as
shall be customary for such Persons. Without limiting the generality of the foregoing, the Loan Parties will maintain or
cause to be maintained (A) flood insurance with respect to each Flood Hazard Property that is located in a community
that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the
Board of Governors of the Federal Reserve System and (B) replacement value casualty insurance on the Collateral under
such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as
are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar
businesses. Each such policy of insurance shall (1) in the case of each liability insurance policy, name Collateral
Agent, on behalf of Lenders, as an additional insured thereunder as its interests may appear, and (2) in the case of
each casualty insurance policy covering Collateral, contain a lender loss payable clause or endorsement, reasonably
satisfactory in form and substance to Collateral Agent, that names Collateral Agent, on behalf of Secured Parties, as the
lender loss payee thereunder.


 






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(b) The
Loan Parties will deliver to each Agent copies of certificates of insurance upon reasonable request of such Agent. Each of the
insurance policies required to be maintained under this Section 5.05 shall provide for at least thirty (30) days’
prior written notice to Collateral Agent of the cancellation or substantial modification thereof. Receipt of such notice shall
entitle Collateral Agent (but Collateral Agent shall not be obligated) to renew any such policies, cause the coverages and amounts
thereof to be maintained at levels required pursuant to this Section 5.05, or otherwise to obtain similar insurance
in place of such policies, in each case at the expense of the Loan Parties.


 


Section
5.06 Inspections; Field Examinations and Appraisals. Each Loan Party will, and each Loan Party will cause
each of its Subsidiaries (excluding the Excluded Entities) to, (a) keep adequate books of record and account in which
full, true, and correct entries are made of all dealings and transactions in relation to its business and activities and
(b) permit any representatives designated by Administrative Agent or any Lender (including employees of Administrative
Agent or such Lender or any consultants, auditors, accountants, lawyers, and appraisers retained by Administrative Agent or
such Lender) to visit and inspect any of the properties of any Loan Party or any of its Subsidiaries (excluding the Excluded
Entities) (including Phase I Environmental Site Assessments), to conduct audits, valuations, appraisals, and/or field
examinations of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities) to inspect, copy, and take
extracts from its and their financial and accounting records, and to discuss its and their affairs, finances, and accounts
with its and their officers and independent accountants and auditors, all upon reasonable notice and at such reasonable times
during normal business hours and as often as may reasonably be requested. The Loan Parties agree to pay (y) the field
examiner’s and the appraiser’s reasonable and documented fees and out-of-pocket costs and expenses incurred in
connection with all such visits, audits, appraisals, inspections, valuations, and field examinations, and (z) the
reasonable and documented out-of-pocket costs of all visits, audits, appraisals, inspections, valuations, and field
examinations conducted by a third party on behalf of the Agents and Lenders. Notwithstanding anything to the contrary in this Section 5.06,
excluding any such visits, appraisals, field examinations, and inspections during the continuation of an Event of Default,
(x) only Collateral Agent on behalf of the Lenders may exercise the rights of Administrative Agent and the Lenders under
this Section 5.06 and, subject to clause (y) hereof, the Collateral Agent shall not exercise its rights
under clause (b) hereof more often than two (2) times (per Loan Party and per type of Collateral)1 during
any calendar year and only one (1) such time shall be at the Loan Parties’ expense and (y) Collateral Agent
(or an appraiser or field examiner, in each case, selected by Collateral Agent in its Permitted Discretion) may conduct two
(2) field examinations and two (2) appraisals of the Collateral (per Loan Party and per type of Collateral), in
each case, during any calendar year at the Loan Parties’ expense; provided, that (a) when an Event of Default
exists or (b) if Consolidated Liquidity is less than $40,000,000, any Agent or any Lender (or any of their respective
representatives or independent contractors) may undertake any of the actions described in this Section 5.06 at
the expense of the Loan Parties at any time during normal business hours and upon reasonable advance notice, without
limitation as to frequency; provided further, and notwithstanding the foregoing, the Administrative Agent may request one
additional desktop appraisal from Vion or another appraiser acceptable to Administrative Agent of the Eligible Rental
Agreements each fiscal quarter. The Loan Parties acknowledge that Collateral Agent or any Lender, after exercising its rights
of inspection, may prepare and distribute to Lenders certain reports pertaining to the Loan Parties’ assets for
internal use by Administrative Agent and Lenders. For purposes of clarity, as of the Second
Amendment No. 2 Effective Date, the Agent has not exercised its rights to field exams
and appraisals under this Section 5.06.


 






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Section
5.07 Lenders Meetings and Conference Calls.


 


(a) Global
Parent and Lead Borrower will, upon the request of any Agent or Required Lenders, participate in a meeting of Agents and Lenders
once during each Fiscal Year to be held at Lead Borrower’s corporate offices (or at such other location as may be agreed
to by Lead Borrower and each Agent) at such time as may be agreed to by Lead Borrower and each Agent.


 


(b) Following
the delivery of financial statements and other information required to be delivered pursuant to Section 5.01(b) or
Section 5.01(c), Global Parent shall, not later than 15 Business Days following the request of any Agent, cause its
chief operating officer or chief financial officer to participate in a conference call with Agents and all Lenders who choose to
participate in such conference call during which conference call the chief operating officer or chief financial officer shall review
the financial condition of the Loan Parties and their Subsidiaries (excluding the Excluded Entities) and such other matters as
any Agent or any Lender may reasonably request.


 


Section
5.08 Compliance with Laws. Each Loan Party will comply, and shall cause each of its Subsidiaries
(excluding the Excluded Entities) to comply, with the requirements of all applicable laws, rules, regulations, and orders of any
Governmental Authority, non-compliance with which could reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect, including, without limitation, Anti-corruption Laws, the PATRIOT Act, and OFAC Sanctions Programs.


 


Section
5.09 Environmental. Each Loan Party will, and will cause each of its Subsidiaries (excluding
the Excluded Entities) to,


 


(a) Keep
any property either owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) 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 Administrative Agent documentation of such compliance which Administrative
Agent reasonably requests, except such non-compliance that, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect,


 


(c) Promptly
notify Administrative Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity
from or onto property owned or operated by any Loan Party or its Subsidiaries (excluding the Excluded Entities) which could reasonably
be expected to result in a Material Adverse Effect, and take any Remedial Actions required to abate said release or otherwise to
come into compliance with applicable Environmental Law, and


 


(d) Promptly,
but in any event within ten (10) Business Days of its receipt thereof, provide Administrative 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 a Loan Party or its Subsidiaries (excluding the Excluded Entities), (ii) commencement of any Environmental
Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries (excluding the
Excluded Entities), in either case, that could reasonably be expected to result in a Material Adverse Effect and
(iii) written notice of a violation, citation, or other administrative order from a Governmental Authority that could
reasonably be expected to result in a Material Adverse Effect.


 






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Section
5.10 Subsidiaries.


 


(a) In
the event that any Person becomes a Subsidiary of Global Parent after the Closing Date, Global Parent and the Lead
Borrower shall (i) within 45 days (or 90 days with respect to any Subsidiary for which the execution of any
mortgages relative to Real Property is required to comply with this Section 5.10 with respect to such Subsidiary)
after the date when such Person becomes a Subsidiary (in each case, or such later date as may be agreed by Administrative
Agent in its sole discretion), cause such Subsidiary to become either a Guarantor Subsidiary hereunder by executing a joinder
to this Agreement (provided that no Excluded Entity or Excluded Subsidiary shall be required to become a Guarantor
Subsidiary hereunder for so long as such Subsidiary remains an Excluded Entity or Excluded Subsidiary) or become a Borrower
hereunder by executing a Borrower Joinder Agreement (provided that no Excluded Entity or Excluded Subsidiary shall be
required to become a Borrower hereunder for so long as such Subsidiary remains an Excluded Entity or Excluded Subsidiary) and
(a) if such Subsidiary is incorporated or organized under the laws of the United States or any State thereof, cause such
Subsidiary to be a “Grantor” under the Security Agreement by executing and delivering to Collateral Agent a
Joinder (provided that no Excluded Entity or Excluded Subsidiary shall be required to become a Grantor under the
Security Agreement for so long as such Subsidiary remains an Excluded Entity or Excluded Subsidiary) and (b) if such
Subsidiary is incorporated or organized under the laws of a jurisdiction other than the United States or any State thereof,
(1) cause any Loan Party that directly owns the Capital Stock of such Subsidiary to grant to the Collateral Agent a
legal, valid, enforceable perfected, First Priority security interest in such Capital Stock of such Subsidiary pursuant to
documentation in form and substance reasonably acceptable to the Agents and (2) cause such Subsidiary to grant to the
Collateral Agent a legal, valid, enforceable perfected, First Priority security interest in all Collateral owned by it
pursuant to documentation in form and substance reasonably acceptable to the Agents (provided that no Excluded Entity
or Excluded Subsidiary shall be required to grant such a security interest for so long as such Subsidiary remains an Excluded
Entity or Excluded Subsidiary) and (ii) take all such actions and execute and deliver, or cause to be executed and
delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by an Agent in
connection therewith; provided, however, that notwithstanding the foregoing, in no event shall the foregoing
require (x) any Person to enter into any security agreement or pledge governed by the laws of any jurisdiction other than the
United States or any State thereof or (y) any filing or other action in any jurisdiction other than the United States or any
State thereof in order to create or perfect a security interest, in the case of the foregoing clauses (x) and (y), unless (1)
the total property and assets of the Subsidiaries (excluding the Excluded Entities) incorporated or organized in such
jurisdiction, determined in accordance with GAAP, exceeds 1% of the total property and assets of Borrower and its
Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance sheet of Borrower most recently
delivered pursuant to Section 5.01(b) or 5.01(c), as applicable or (2) the consolidated revenue of the
Subsidiaries (excluding the Excluded Entities) incorporated or organized in such jurisdiction exceeds 1% of the consolidated
revenue of Borrower and its Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance sheet
of Borrower most recently delivered pursuant to Section 5.01(b) or 5.01(c), as applicable (the foregoing
clauses (1) and (2), the “Collateral Coverage Test”; the Collateral Coverage Test is deemed to be
“satisfied” with respect to all subsidiaries organized or incorporated under the laws of any particular
jurisdiction (other than the United States or any State thereof) if such Subsidiaries, collectively, do not satisfy clauses
(1) and/or (2) of the definition of “Collateral Coverage Test”, and is otherwise deemed to be “not
satisfied” with respect to such Subsidiaries). With respect to each such Subsidiary (excluding the Excluded Entities
and Excluded Subsidiaries), Lead Borrower shall, within 45 days (or 90 days with respect to any Subsidiary
(excluding the Excluded Entities and the Excluded Subsidiaries) for which the execution of any mortgages relative to Real
Property is required to comply with this Section 5.10 with respect to such Subsidiary (excluding the Excluded Entities
and the Excluded Subsidiaries)) after the date when such Person becomes a direct or indirect Subsidiary (excluding the
Excluded Entities and the Excluded Subsidiaries) (in each case, or such later date as may be agreed by Administrative Agent
in its sole discretion), promptly send to each Agent written notice setting forth with respect to such Person (A) the
date on which such Person became a direct or indirect Subsidiary of Lead Borrower (excluding the Excluded Entities and the
Excluded Subsidiaries), and (B) all of the data required to be set forth in Schedules 4.1 and 4.2 for
such Subsidiary (excluding the Excluded Entities and the Excluded Subsidiaries); provided, that such written notice
shall be deemed to supplement Schedules 4.1 and 4.2 for all purposes hereof.


 






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(b) [Reserved].


 


(c) Notwithstanding
anything to the contrary contained herein (including this Section 5.10) or in any other Loan Document, the Administrative
Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not
a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation
unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and the Administrative
Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary,
the results of which shall be satisfactory to the Administrative Agent.


 


Section
5.11 Material Real Estate Assets. In the event that any Loan Party acquires a Material Real
Estate Asset located in the United States or a Real Estate Asset owned by any Loan Party and located in the United States becomes
a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor
of Collateral Agent, for the benefit of Secured Parties, then such Loan Party, no later than 90 days after acquiring such
Material Real Estate Asset, or no later than 90 days after such Real Estate Asset becomes a Material Real Estate Asset (in
each case, or such later date as may be agreed by the Collateral Agent), shall take all such actions and execute and deliver, or
cause to be executed and delivered, with respect to such Material Real Estate Asset, (i) a Mortgage, (ii) an opinion
of counsel in the jurisdiction where such Material Real Estate Asset is located with respect to the enforceability of such Mortgage
and such other reasonable and customary matters as the Collateral Agent may reasonably request, and (iii) a mortgagee policy
of title insurance (or a marked up title insurance commitment having the effect of a mortgagee policy of title insurance) issued
by a title company reasonably satisfactory to Collateral Agent, in an amount not less than the fair market value of such Material
Real Estate Asset, insuring the Lien of such Mortgage as a valid First Priority security interest on such Material Real Estate
Asset (the items set forth in clauses (i), (ii) and (iii), collectively, the “Mortgage Deliverables”). In addition
to the foregoing, Lead Borrower shall, at the request of Required Lenders, deliver, from time to time, to Collateral Agent such
appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a
Lien; provided, however, that in no event shall Lead Borrower be required to deliver an appraisal to Collateral Agent for
a particular Material Real Estate Asset more than once in any given calendar year unless such appraisal is at Collateral Agent’s
sole cost. Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document, in no event shall
any Loan Party be required to deliver Mortgage Deliverables with respect to any Real Estate Asset that is not a Material Real Estate
Asset.


 






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Section
5.12 Location of Inventory and Equipment. Keep the Loan Parties’ Inventory and Equipment (other than
vehicles and Equipment out for repair, and other than Inventory and Equipment with, in the aggregate, a de minimis
value) only at the locations identified on Schedule 4.25; provided, that Lead Borrower may amend Schedule 4.25 so
long as such amendment occurs by written notice to Collateral Agent not less than 10 days prior to the date on which
such Inventory or Equipment is moved to such new location or such chief executive office is relocated and so long as such new
location is within the United States; provided that, within 90 days of the Closing Date (or, as to any properties
added to Schedule 4.25 after the Closing Date, within 90 days of the delivery of the amended Schedule 4.25
including such property) (or, in each case, such later date to which Collateral Agent may otherwise agree) Lead Borrower
shall use its commercially reasonable efforts to provide to Collateral Agent a Collateral Access Agreement with respect to
any such location identified on Schedule 4.25 that is not a fee owned Real Estate Asset if the aggregate fair
market value of the Inventory and Equipment located on such premises exceeds $250,000; provided that, following the
occurrence and during the continuance of a Default or an Event of Default, no Inventory or Equipment shall be moved to any
location not identified on the most recently provided Schedule 4.25 unless such Collateral Access Agreement is
provided prior thereto or Collateral Agent shall consent in writing to moving specified Inventory or Equipment to a
particular location or locations identified on Section 4.25.


 


Section
5.13 Further Assurances. At any time or from time to time upon the request of any Agent, each
Loan Party will, at its expense, promptly execute, acknowledge, and deliver such further documents and do such other acts and things
as such Agent may reasonably request in order to effect fully the purposes of the Loan Documents, including providing Lenders with
any information reasonably requested pursuant to Section 10.22. In furtherance and not in limitation of the foregoing,
each Loan Party shall take such actions as any Agent may reasonably request from time to time to ensure that, subject in each case
to Section 5.10, the Obligations are guaranteed by the Guarantors and are secured by substantially all of the assets
of Loan Parties and all of the outstanding Capital Stock of Loan Parties (other than the Capital Stock of Global Parent and
the Equity Grant).


 


Section
5.14 Corporate Separateness. Each Loan Party will, and will cause each of its direct and indirect
Subsidiaries (excluding the Excluded Entities) who is not a Loan Party to,


 


(a) individually
or collectively maintain its own Deposit Accounts and Securities Accounts, as applicable, and all other accounts, separate from
those of any of their Affiliates (other than the Loan Parties) with commercial banking or financial institutions, and prevent such
funds from being commingled with the funds of any of its Affiliates (other than the Loan Parties);


 


(b) to
the extent that each Loan Party and each of its direct and indirect Subsidiaries who is not a Loan Party hereunder and any of their
Affiliates (other than the Loan Parties) have offices in the same location, ensure that there shall be a fair and appropriate allocation
of overhead costs among them, and each Loan Party and each of its direct and indirect Subsidiaries who is not a Loan Party hereunder
shall bear its fair share of such expenses;


 


(c) to
the extent that each Loan Party and each of its direct and indirect Subsidiaries who is not a Loan Party hereunder and any of their
Affiliates (other than the Loan Parties) jointly have the benefit of amounts under any contracts, ensure that they contribute to
such amounts on a fair and reasonable basis, based on each party’s use and expense;


 


(d) conduct
its affairs in its own names and in accordance with its Organization Documents and observes all necessary, appropriate and customary
corporate or equivalent formalities, including, but not limited to, holding all regular and special meetings necessary to authorize
all its actions, keeping separate and materially accurate minutes of its meetings, passing all resolutions or consents necessary
to authorize actions taken or to be taken, and maintaining, in all material respects, accurate and separate books, records and
accounts, including, but not limited to, payroll and intercompany transaction accounts; and


 


(e) not
assume, guarantee, indemnify or grant any Liens in respect of any of the liabilities or other obligations of any of its Affiliates
(other than the Loan Parties).


 






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Section
5.15 [Reserved].


 


Section
5.16 Post-Closing Matters. Borrowers shall, and shall cause each of the other Loan Parties
to, satisfy the requirements set forth on Schedule 5.16 on or before the date specified for such requirement or such
later date to be determined by the Administrative Agent in its sole discretion.


 


Section
5.17 Use of Proceeds. Borrowers shall apply the proceeds of the Term Loans as set forth in
Section 2.05 hereof.


 


Section
5.18 Franchise Agreements. Each Loan Party shall, and shall cause each of its Subsidiaries
(excluding the Excluded Entities) to, satisfy and perform in all material respects all obligations of each such Person under each
Franchise Agreement, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect.


 


Section
5.19 Rental Agreements.


 


(a) All
Rental Agreements shall be held by the Loan Parties at one or more locations as directed by the Lead Borrower and (ii) the Loan
Parties shall use commercially reasonable efforts to maintain customary measures consistent with past practice with respect to
access to, and security of such Rental Agreements.


 


(b) The
Loan Parties shall ensure that all Rental Agreements entered into following the Amendment No. 2 Effective Date bear the following
legend: “This writing and the obligations evidenced hereby are subject to the security interest of GACP FINANCE CO., LLC,
as Administrative Agent.”


 


ARTICLE
VI

NEGATIVE COVENANTS


 


Each Loan Party covenants
and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations, such Loan Party shall perform,
and such Loan Party shall cause each of its Subsidiaries (excluding the Excluded Entities) to perform, all covenants in this Article VI.


 


Section
6.01 Indebtedness. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries
(excluding the Excluded Entities) to, directly or indirectly, create, incur, assume, or guarantee, or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness, except Permitted Indebtedness.


 


Section
6.02 Liens. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries (excluding
the Excluded Entities) to, directly or indirectly, create, incur, assume, or permit to exist any Lien on or with respect to any
property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Loan Party
or any of its Subsidiaries (excluding the Excluded Entities), whether now owned or hereafter acquired, or any income or profits
therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any
Lien with respect to any such property, asset, income, or profits under the UCC of any State or under any similar recording or
notice statute, except Permitted Liens.


 






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Section
6.03 [Reserved].


 


Section
6.04 No Further Negative Pledges. Except with respect to (a) specific property encumbered
to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an Asset Sale permitted
under Section 6.09, (b) restrictions by reason of customary provisions restricting assignments, subletting, or
other transfers contained in leases, licenses, and similar agreements entered into in the ordinary course of business (provided
that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases,
licenses, or similar agreements, as the case may be), (c) any covenants contained in this Agreement or in any other Loan Documents,
and (d) any covenants contained in the GACP Credit Agreement or in any other GACP Facility Loan Documents and (e) restrictions
imposed by law, no Loan Party or any of its Subsidiaries (excluding the Excluded Entities) shall enter into any agreement prohibiting
the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.


 


Section
6.05 Restricted Junior Payments. No Loan Party shall, nor shall it permit any of its Subsidiaries
(excluding the Excluded Entities) through any manner or means or through any other Person to, directly or indirectly, declare,
order, pay, make, or set apart, or agree to declare, order, pay, make, or set apart, any sum for any Restricted Junior Payment
except:


 


(a) the
making of (i) Permitted Tax Payments and (ii) to the extent constituting a Restricted Junior Payment, the payment of
fees and expenses (or the distribution of amounts used to pay such fees and expenses) incurred by Ultimate Parent in connection
with (x) corporate and public company overhead costs and expenses (including administrative, legal accounting, Tax reporting,
insurance and other similar expenses payable to third parties) solely attributable to the operations of the Loan Parties and their
Subsidiaries (excluding the Excluded Entities) (in the good faith judgment of the Lead Borrower) that are incurred in the ordinary
course of business in an aggregate amount not to exceed $10,000,000 in any Fiscal Year; and (y) substantially contemporaneously
with the Closing Date, the Transactions;


 


(b) so
long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, Restricted Junior Payments
made solely in Capital Stock of a Parent Company (other than Disqualified Capital Stock) shall be permitted so long as a Change
of Control does not occur after giving effect to any such Restricted Junior Payments;


 


(c) [reserved];


 


(d) so
long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the repayment or prepayment
of all or any part of the principal on any Indebtedness owed by any Loan Party or any of their respective Subsidiaries (excluding
the Excluded Entities) to any of a Parent Company; provided, that any interest, fees and expenses thereon may accrue so
long as such interest, fees and expenses are not paid in cash until payment in full of all Obligations;


 


(e) so
long as (x) no Default or Event of Default shall have occurred and be continuing or shall be caused thereby and (y) Consolidated
Liquidity is not less than $40,000,000 both before and on a pro forma basis after the making of such payments, the making of cash
payments to Global Parent to redeem, retire, purchase or otherwise acquire the shares of Capital Stock of the Lead Borrower issued
or sold to Global Parent in reliance on Section 6.19(b); provided, that cash payments made in reliance on this clause (e)
shall not exceed, in the aggregate, the amounts paid to Lead Borrower by Global Parent in exchange for such shares of Capital Stock;
and


 






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(f) Restricted
Junior Payments (x) made by Global Parent using the proceeds of any substantially concurrent cash capital contributions received
by Global Parent from Ultimate Parent or (y) deemed made by Global Parent as a result of Restricted Junior Payments made by Ultimate
Parent on behalf of Global Parent; provided that (1) with respect to any such Restricted Junior Payment announced on or after the
Second Amendment No. 2 Effective Date,
Consolidated Liquidity is not less than $40,000,000 both before and on a pro forma basis after the making of such payments (calculated
as of the date of any public announcement of any such payments) and (2) any proceeds actually received in cash from Ultimate Parent
for use pursuant to this clause (f) (i)shall be disregarded for purposes of calculation any financial covenant and (ii) amounts
contributed in such Fiscal Quarter, amounts contributed in any prior Fiscal Quarter that have not been distributed as of such Fiscal
Quarter and amounts distributed in such Fiscal Quarter must all be designated in the Compliance Certificate; provided that,
notwithstanding anything to the contrary contained herein, in no event shall any Loan Party make any Restricted Junior Payment
that results in the transfer of ownership (directly or indirectly) of any Material Intellectual Property (except for non-exclusive
licenses of patents, trademarks, and other intellectual property rights granted by any Loan Party or any of its Subsidiaries in
the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Loan Party
or any such Subsidiary) or any interest in any Franchise Agreement to any Person that is not a Loan Party.


 


Section
6.06 Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall,
nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary of Lead Borrower to (a) pay dividends or make any
other distributions on any of such Subsidiary’s Capital Stock owned by Lead Borrower or any other Subsidiary of Lead Borrower,
(b) repay or prepay any Indebtedness owed by such Subsidiary to Lead Borrower or any other Subsidiary of Lead Borrower, (c) make
loans or advances to Lead Borrower or any other Subsidiary of Lead Borrower, or (d) transfer any of its property or assets
to Borrower or any other Subsidiary of Lead Borrower other than restrictions (i) in agreements evidencing Permitted Purchase
Money Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting
assignments, subletting, or other transfers contained in leases, licenses, joint venture agreements, and similar agreements entered
into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer,
or option or right with respect to any property, assets, or Capital Stock not otherwise prohibited under this Agreement, and
(iv) that are in the GACP
Credit Agreement and (v) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter
into any Contractual Obligations which would prohibit a Subsidiary of Lead Borrower from being a Loan Party. Each reference in
this Section 6.06 to a “Subsidiary” or “Subsidiaries” shall exclude the Excluded Entities.


 


Section
6.07 Investments. No Loan Party shall, nor shall it permit any of its Subsidiaries (excluding
the Excluded Entities) to, directly or indirectly, make or own any Investment in any Person, including, without limitation, any
Joint Venture, except any Loan Party or any Subsidiary (excluding the Excluded Entities) thereof may make or own Permitted Investments.
Notwithstanding the foregoing, in no event shall any Loan Party make any Investment (i) which results in or facilitates in
any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.05 or (ii) that
results in the transfer of ownership (directly or indirectly) of any Material Intellectual Property (except for non-exclusive licenses
of patents, trademarks, and other intellectual property rights granted by any Loan Party or any of its Subsidiaries in the ordinary
course of business and not interfering in any respect with the ordinary conduct of the business of such Loan Party or any such
Subsidiary) or any interest in any Franchise Agreement to any Person that is not a Loan Party.


 






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Section
6.08 Financial Covenants.  


 


(a) Minimum
Consolidated Liquidity. The Borrower and its Subsidiaries shall not permit Consolidated Liquidity to be less than $25,000,000.


 


(b) Borrowing
Base. The Borrower and its Subsidiaries shall not permit the Borrowing Base Ratio as of the last day of any fiscal month (or
week, if Consolidated Liquidity is less than $40,000,000) to be less than 100%.


 


Section
6.09 Fundamental Changes; Disposition of Assets; Acquisitions. No Loan Party shall, nor shall
it permit any of its Subsidiaries (excluding the Excluded Entities) to, enter into any transaction of merger or consolidation,
or liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, or sub-lease (as
lessor or sublessor), exchange, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any part
of its business, assets, or property of any kind whatsoever (whether by Division or otherwise), whether real, personal, or mixed
and whether tangible or intangible, whether now owned or hereafter acquired, or acquired by purchase or otherwise (other than purchases
or other acquisitions of inventory, materials, and equipment and capital expenditures in the ordinary course of business) the business,
property, or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business
or other business unit of any Person, except:


 


(a) any
Subsidiary of Global Parent may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up, or dissolved
so long as all the assets of such liquidating, wound up or dissolved entity are transferred to a Loan Party (other than Global
Parent) that is not liquidating, winding up or dissolving, or all or any part of its business, property, or assets may be conveyed,
sold, leased, transferred, or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor
Subsidiary; provided, that in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable, shall be
the continuing or surviving Person,


 


(b) sales
or other dispositions of assets that do not constitute Asset Sales,


 


(c) dispositions
of equipment and other property in the ordinary course of business that is worn (other than normal “wear and tear”),
damaged, obsolete or, in the judgment of a Loan Party, no longer useful or necessary in its business or that of any Subsidiary,


 


(d) to
the extent constituting an Asset Sale, (i) the incurrence of Permitted Liens, (ii) the making of Restricted Junior Payments
permitted pursuant to Section 6.05 and sale and lease back transactions permitted by Section 6.11,


 


(e) Asset
Sales (other than bulk sales of ABL Priority Collateral (as such term is defined in the Intercreditor Agreement)); provided,
that (A) (x) for Asset Sales not constituting Refranchising Activity, the consideration received for such assets shall
be in an amount at least equal to the fair market value thereof (determined in good faith by Board of Lead Borrower or Global
Parent (or similar governing body), which consideration is received in an arm’s length transaction from a Person other
than an Affiliate of a Loan Party (provided that Asset Sales as permitted by Section 6.12(e) may be consummated
with an Affiliate of a Loan Party) or (y) solely, to the extent such Asset Sale constitutes Refranchising Activity, the Net
Proceeds (excluding any royalties paid to a Liberty Party in connection with the operation of a
retail location) thereof shall not be less than five (5) times the net cash flow generated at the store(s) before
allocating corporate overhead expenses for the four Fiscal Quarter period thethen
ending, (B) no less than 75% thereof shall be paid in Cash, (C) no Default or Event of Default has occurred and is
continuing and on a pro forma basis after giving effect to such Asset Sale, the Loan Parties shall be in compliance with
the financial covenants set forth in Section 6.08(a) and (b) as of the last day of the most recent
Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01(b), (D) the Net
Proceeds thereof shall be applied as required by Section 2.13(a) or 2.13(g), and (E) for Asset Sales (x)
not constituting Refranchising Activity or (y) constituting sales of Real Property,
the Net Proceeds thereof shall not exceed $5,000,000 in the aggregate,


 






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(f) the
Lead Borrower or any Subsidiary thereof may make or own Permitted Investments,


 


(g) sales,
transfers and other dispositions among the Loan Parties,


 


(h) sales,
transfers, and other dispositions by any Subsidiary which is not a Loan Party to any Loan Party or any other Subsidiary that is
not a Loan Party,


 


(i) dispositions
of Cash or Cash Equivalents in the ordinary course of business;


 


(j) non-exclusive
licenses of patents, trademarks, and other intellectual property rights granted by any Loan Party or any of its Subsidiaries in
the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Loan Party
or any such Subsidiary;


 


(k) the
abandonment, cancellation, dedication to the public domain or allowance to lapse of intellectual property of any Loan Party that
is no longer material to that Loan Party’s business in that Loan Party’s reasonable business judgment;


 


(l) dispositions
of any assets (including Capital Stock) (A) acquired in connection with any Permitted Acquisition or other Investment not prohibited
hereunder, which assets are not used or useful to the core or principal business of the Lead Borrower and its Subsidiaries or (B)
made to obtain the approval of any applicable antitrust authority in connection with a Permitted Acquisition;


 


(m) to
the extent constituting a disposition, the waiver of any payments due on or in respect of Indebtedness (other than payments due
at the maturity thereof) owing to the Loan Parties by any other Persons;


 


(n) exclusive
licenses granted to franchisees in the ordinary course and consistent with past practices; and


 


(o) consummate
a Division as a Dividing Person without the prior written consent of the Administrative Agent; notwithstanding the foregoing, if
any Borrower or Guarantor that is a limited liability company consummates a Division, each Division Successor shall be required
to comply with the obligations set forth in Section 5.13 and the other further assurances obligations set forth in the Loan
Documents and become a Borrower or Guarantor, as applicable, under this Agreement and the other Loan Documents.;
and


 


(p) the
sale by the Liberty Parties of Liberty Area Development Rights, Liberty Franchise Rights, and store locations (and customer
lists and other assets related thereto), in each case in the ordinary course of business and consistent with past practice; provided that,
notwithstanding anything to the contrary contained herein, in no event shall any Loan Party make any Asset Sale or other
asset sale or disposition of assets that results in the transfer of ownership (directly or indirectly) of any Material
Intellectual Property (except for non-exclusive licenses of patents, trademarks, and other intellectual property rights
granted by any Loan Party or any of its Subsidiaries in the ordinary course of business and not interfering in any respect
with the ordinary conduct of the business of such Loan Party or any such Subsidiary) or any interest in any Franchise
Agreement to any Person that is not a Loan Party.


 






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Section
6.10 Disposal of Subsidiary Interests. Except for any sale of all of its interests in the
Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 6.09, no Loan Party shall, nor
shall any Loan Party permit any of its Subsidiaries (excluding the Excluded Entities) to, (a) directly or indirectly sell,
assign, pledge, or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries (excluding the Excluded Entities),
except to qualify directors if required by applicable law or (b) permit any of its Subsidiaries (excluding the Excluded Entities)
directly or indirectly to sell, assign, pledge, or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries
(excluding the Excluded Entities), except (i) the Equity Grant, (ii) to another Loan Party
(subject to the restrictions on such disposition otherwise imposed hereunder), or (iii)
to qualify directors if required by applicable law.


 


Section
6.11 Sales and Lease Backs. No Loan Party shall, nor shall it permit any of its Subsidiaries
(excluding the Excluded Entities) to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety
with respect to any lease of any property (whether real, personal, or mixed), whether now owned or hereafter acquired, which such
Loan Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than Lead Borrower or any of
its Subsidiaries that is a Loan Party) or (b) intends to use for substantially the same purpose as any other property which
has been or is to be sold or transferred by such Loan Party to any Person (other than Lead Borrower or any of its Subsidiaries
that is a Loan Party) in connection with such lease.


 


Section
6.12 Transactions with Affiliates. No Loan Party shall, nor shall it permit any of its Subsidiaries
(excluding the Excluded Entities) to, directly or indirectly, enter into or permit to exist any transaction (including the purchase,
sale, lease, or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital
Stock of Global Parent or any of its Subsidiaries or with any Affiliate of Global Parent or of any such holder; provided,
that the foregoing restrictions shall not apply to any of the following:


 


(a) any
transaction among the Loan Parties,


 


(b) compensation
arrangements for officers and other employees of Global Parent and its Subsidiaries entered into in the ordinary course of business,


 


(c) the
payment of Restricted Junior Payments permitted by Section 6.05,


 


(d) any
Loan Party may purchase assets from Affiliates thereof in the ordinary course of business so long as (i) no Default or Event
of Default has occurred and is continuing or would result therefrom, (ii) such purchase is consummated pursuant to an arm’s
length transaction and (iii) such assets are purchased for fair market value,


 


(e) Asset
Sales in the form of a sale of furniture and assignment of lease agreements to franchisees in the ordinary course of business
consistent with past practices, so long as (i) the sale thereof is approved by independent members of the Board that do
not have any economic or voting interest in Lead Borrower (other than such position on the Board); (ii) concurrently
with such sale, Administrative Agent shall receive a copy of an executed Franchise Agreement in which such franchisee agrees
to pay for the right to use the brand name, products, suppliers, equipment, and systems of Lead Borrower; (iii) the Loan
Parties shall be in pro forma compliance with the financial covenants in Section 6.08 for the immediately
preceding four-Fiscal Quarter period for which financial statements have been (or were required to be) delivered pursuant to Section 5.01(b),
and (iv) in connection with the sale referenced in this clause (e), such sale meets the terms and conditions set
forth in clause (e) of Section 6.09 and the Net Proceeds thereof shall be applied as required by Section 2.13(a),


 






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(f) financial
advisory services with Affiliates, including, Vintage Capital Management, LLC so long as such financial advisory services are at
arm’s length provided at a customary fee consistent with industry standards not to exceed $1,000,000 per Fiscal Year, and


 


(g) transactions
described in Schedule 6.12;, and


 


(h) issuance
of the Equity Grant; provided, further, that, notwithstanding anything to the contrary contained herein, in no
event shall any Loan Party enter into any transaction (including the purchase, sale, lease, or exchange of any property or the
rendering of any service) with any holder of 5% or more of any class of Capital Stock of Global Parent or any of its Subsidiaries
or with any Affiliate of Global Parent or of any such holder, that results in the transfer of ownership (directly or indirectly)
of any Material Intellectual Property (except for non-exclusive licenses of patents, trademarks, and other intellectual property
rights granted by any Loan Party or any of its Subsidiaries in the ordinary course of business and not interfering in any respect
with the ordinary conduct of the business of such Loan Party or any such Subsidiary) or any interest in any Franchise Agreement
to any Person that is not a Loan Party.


 


Section
6.13 Conduct of Business. From and after the Closing Date, no Loan Party shall, nor shall
it permit any of its Subsidiaries (excluding the Excluded Entities) to, engage in any business other than (a) the businesses
engaged in by such Loan Party or its Subsidiaries (excluding the Excluded Entities) on the Closing Date and any other business
reasonably related or complimentary thereto and (b) such other lines of business as may be consented to by the Required Lenders.


 


Section
6.14 Permitted Activities of Parent Companies. The Global Parent shall not (i) incur, directly or
indirectly, any material Indebtedness for borrowed money other than the Obligations and intercompany Indebtedness or
otherwise expressly permitted to be incurred by the Global Parent hereunder, (ii) create or suffer to exist any Lien
upon any property or assets now owned or hereafter acquired by it other than (A) the Liens created under the Collateral
Documents to which it is a party and (B) the Liens contemplated by clause (iii)(12) below, (iii) engage in any
business or activity or own any assets other than (1) holding Capital Stock of its Subsidiaries and other investments
contemplated by clause (iii)(12) below, (2) performing its obligations and activities incidental thereto under the
Loan Documents, (3) making Restricted Junior Payments and Investments not prohibited hereunder, (4) carrying out
activities incidental to maintenance of its corporate existence (including the ability to incur fees, costs and expenses
relating to such maintenance) and the management of its Subsidiaries (including the ability to incur fees, costs and expenses
relating to such management), (5) the performance of obligations under and compliance with its Organizational Documents, or
other Requirement of Law, ordinance, regulation, rule, order, judgment, decree or permit, including as a result of or in
connection with the activities of any of its Subsidiaries, (6) the making of any loan to any officers, directors, managers,
members of management, consultants or independent contractors constituting (or that would constitute, to the extent Global
Parent were subject to Section 6.07, an Investment permitted under Section 6.07), (7) participating in tax, accounting and
other administrative matters related to any of its Subsidiaries, (8) the entry into, and exercise rights and performance of
its obligations under and in connection with the Loan Documents and guarantees of other Indebtedness not prohibited from
being incurred under this Agreement by any of its Subsidiaries, (9) holding of any cash and cash equivalents received from
any of its Subsidiaries, (10) the payment of dividends or making of distributions, making of loans and contributions to the
capital of its Subsidiaries and guaranteeing the obligations (other than Indebtedness) of its Subsidiaries, (11) incurring
fees, costs and expenses relating to overhead and general operating expenses including professional fees for legal, tax and
accounting issues and paying taxes, (12) activities incidental to the businesses or activities described in the foregoing
clauses and (13) any other transactions in the ordinary course of business (including, without limitation, making
Investments and forming or acquiring new Subsidiaries) as permitted by its Organizational Documents (other than become an
operating company or engage in significant operating company activities), (iv) cease to exist, consolidate with or merge
with or into, or convey, transfer, or lease all or substantially all its assets to, any Person or (v) fail to hold
itself out to the public as a legal entity separate and distinct from all other Persons.


 






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Section
6.15 Changes to Certain Agreements and Organizational Documents.


 


(a) No
Loan Party shall, nor shall it permit any of its Subsidiaries (excluding the Excluded Entities) to, agree to any material amendment,
restatement, supplement, or other modification to, or waiver of, any of its material rights under the Acquisition Agreement after
the Closing Date without in each case obtaining the prior written consent of Required Lenders to such amendment, restatement, supplement,
or other modification or waiver.


 


(b) No
Loan Party shall amend or permit any amendments to any Loan Party’s Organizational Documents if such amendment, termination,
or waiver would be material and adverse to the Agents or Lenders.


 


(c) No
Loan Party shall, nor shall it permit any of its Subsidiaries (excluding the Excluded Entities) to, amend or otherwise change the
terms of any Indebtedness that is expressly subordinated to the Obligations, except as may be permitted pursuant to the applicable
subordination and/or intercreditor arrangements, the terms and conditions of which are satisfactory to each Agent.


 


Section
6.16 Accounting Methods. The Loan Parties will not and will not permit any of their Subsidiaries
(excluding the Excluded Entities) to modify or change its fiscal year or its method of accounting (other than as may be required
to conform to GAAP); provided that the Loan Parties may change their fiscal year following 30 days’ prior written
notice to each Agent; provided further that, immediately following such notice, the Loan Parties will (i) provide such
information as reasonably requested by any Agent or Required Lenders, including without limitation, a Financial Plan reflecting
such new fiscal year, as applicable, and (ii) negotiate in good faith technical amendments to this Agreement and the other
Loan Documents, as necessary, to reflect such new fiscal year.


 


Section
6.17 Cash Management.


 


(a) No
Loan Party shall establish or maintain a Deposit Account or a Securities Account that is not subject to a Control Agreement; provided,
that no Excluded Account shall be required to be subject to a Control Agreement; provided, further, that, the
Loan Parties shall have fifteen (15) days after the Amendment No. 2 Effective Date (or, in each case, with respect to Deposit
Accounts or Securities Accounts opened or acquired after the Closing Date, sixty (60) days after the date of such
opening or acquisition) (or with respect to Deposit Accounts or Securities Accounts owned by the
Liberty Parties on the Third Amendment Effective
Date, sixty (60) days after the Third Amendment Effective Date) (or, in each case, such later date to which
Collateral Agent may otherwise agree) to cause a Deposit Account or Securities Account to become subject to a Control
Agreement so long as no Cash or securities being held in a Deposit Account or Securities Account subject to a Control
Agreement is transferred to any such new Deposit Account or Securities Account prior to such new Deposit Account or
Securities Account becoming subject to a Control Agreement. The Loan Parties shall transfer no less frequently than daily
(other than days that are not Business Days for the applicable bank) (or, solely with respect to AF Holdings and its
Subsidiaries, weekly) to a Deposit Account subject to a Control Agreement all payments received from all Credit Card Issuers
and Credit Card Processors (other than to the extent such payments are received directly into a Deposit Account subject to a
Control Agreement). After the Amendment No. 2 Effective Date, the Loan Parties shall not have more than $2,500,000 in the
aggregate in Deposit Accounts that are not subject to a Control Agreement (other than Excluded Accounts).


 






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(b)
[Reserved].


 


(b) If
at the close of any Business Day, the amount standing to the credit of any Local Deposit Account exceeds the product of $25,000
and the amount of store locations using such account as a Local Deposit Account (or, from January 1 through April 30 of any calendar
year, the product of $100,000 and such number of store locations), then the related Liberty Party shall, not later than the following
Business Day, cause the amount of such excess to be transferred to a Deposit Account that is subject to a Control Agreement. If
the average daily amount standing to the credit of any Local Deposit Account exceeds 120% of the maximum amount permitted to be
maintained in such account pursuant to the preceding sentence for any period of 10 consecutive days, the applicable Liberty Party
will promptly so notify the Administrative Agent. Upon receipt of any such notice, the Administrative Agent may designate such
Deposit Account as not constituting a Local Deposit Account, and the applicable Liberty Party will cause such Deposit Account to
be subject to a Control Agreement within 90 days of receipt of such notice.


 


(c) Subject
to the Intercreditor Agreement, each Control Agreement shall provide that the applicable depositary bank or securities intermediary
will comply with any instructions originated by the applicable GACP Facility Agent or the Collateral Agent directing the disposition
of funds in the applicable deposit account or securities account without further consent by the Loan Party; provided that
the Collateral Agent shall not issue such instructions except during the continuance of an Event of Default; provided, further,
that notwithstanding the foregoing, the Collateral Agent shall not issue such instructions under any Control Agreement in respect
of a Deposit Account or Securities Account owned or maintained by Global Parent or Liberty/Revolution Top Parent except during
the continuance of an Specified Event of Default; (provided that, unless Collateral Agent otherwise agrees, such Control
Agreements shall provide that the Collateral Agent’s instructions shall automatically be deemed to have been issued upon
an Event of Default under Sections 8.01(f) or (g)).


 


(d) To
the extent not previously delivered prior to the Closing Date, deliver to Collateral Agent within twenty (20) calendar days
after the Closing Date (or, with respect to the Liberty Parties, the Third Amendment Effective
Date) (or such longer period as agreed to by Collateral Agent) copies of notifications in the form of Exhibit I
hereto (each, a “Credit Card Notification”), or otherwise reasonably satisfactory in form and substance to
Collateral Agent which have been executed by the applicable Loan Parties and delivered to such Loan Party’s Credit Card
Issuers and Credit Card Processors listed in Schedule 6.17 with respect to which the Loan Parties have established
credit card processing arrangements; provided that, notwithstanding the foregoing, with respect to any multi-party credit
card processing arrangements or credit card processing arrangements entered into by any predecessors in interest to the Loan
Parties, the Loan Parties shall be required to use commercially reasonable efforts to ensure the delivery of such Credit Card
Notifications as promptly as reasonably practicable following the Closing Date.


 






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(e) Upon
entering into any agreements with any new Credit Card Issuer or Credit Card Processor, the Loan Parties shall deliver to Collateral
Agent a Credit Card Notification as set forth in Section 6.17(d) hereof.


 


(f) Collateral
Agent agrees that (1) it shall not direct any Credit Card Issuer or Credit Card Processor to transfer any proceeds pursuant to
any Credit Card Notification unless an Event of Default has occurred and is continuing and (2) if any Loan Party shall so request,
unless an Event of Default has occurred and is continuing, Collateral Agent shall countersign any notification, request, order
or direction from such Loan Party to any Credit Card Issuer or Credit Card Processor directing payments from such Credit Card Issuer
or Credit Card Processor to be made to a new or different Deposit Account, provided such Deposit Account is subject to a Control
Agreement.


 


Section
6.18 Prepayments of Certain Indebtedness. No Loan Party shall, directly or indirectly, voluntarily
purchase, redeem, defease or prepay any principal of, premium, interest or other amount payable in respect of any Indebtedness
prior to its scheduled maturity, other than prepayments and repayments of Permitted Indebtedness.


 


Section
6.19 Issuance of Capital Stock. Except for (a) the issuance or sale of Capital Stock
of Global Parent or Lead Borrower, in exchange for cash payments by Global Parent to Lead Borrower, or (b) the issuance or sale
of Capital Stock as otherwise expressly permitted under this Agreement, including, but not limited to, Section 6.07 and
Section 6.10, Global Parent will not, and will not permit any of its Subsidiaries (excluding the Excluded Entities) to,
issue or sell any of its Capital Stock (other than the issuance or sale of directors’ qualifying shares, issuances pursuant
to any equity incentive plan or similar plan, orthe
Equity Grant, and other nominal issuanceissuances
in order to comply with local laws).


 


Section
6.20 Anti-Terrorism Laws. No part of the proceeds of any Loan will be used, directly or, to
the knowledge of any Loan Party, indirectly, to make any payments to a Sanctioned Entity or a Sanctioned Person, to finance any
investments in a Sanctioned Entity or a Sanctioned Person, to fund any operations of a Sanctioned Entity or a Sanctioned Person,
or in any other manner that would result in a violation of applicable Sanctions by any Person, and no part of the proceeds of any
Loan will be used, directly or, to the knowledge of any Loan Party, indirectly, in furtherance of an offer, payment, promise to
pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of the Anti-corruption
Laws.


 


Section
6.21 Franchise Agreements. No Loan Party will maintain or distribute any Franchise Disclosure
Documents, or enter into any Franchise Agreements, in violation of Section 4.28(c).


 






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ARTICLE VII

GUARANTY


 


Section
7.01 Guaranty of the Obligations. Subject to the provisions of Section 7.02, Guarantors
jointly and severally hereby irrevocably and unconditionally guarantee for the ratable benefit of the Beneficiaries the due and
punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand, or otherwise (including amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code) (collectively, the “Guaranteed Obligations”).


 


Section
7.02 Contribution by Guarantors. All Guarantors desire to allocate among themselves, in a
fair and equitable manner, their obligations arising under the Guaranties. Accordingly, in the event any payment or distribution
is made on any date by a Guarantor under any Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date,
such Guarantor shall be entitled to a contribution from each of the other Guarantors in an amount sufficient to cause each Guarantor’s
Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to any Guarantor
as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect
to such Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Guarantors multiplied
by, (b) the aggregate amount paid or distributed on or before such date by all Guarantors under all Guaranties in respect
of the Obligations guaranteed. “Fair Share Contribution Amount” means, with respect to any Guarantor as of any
date of determination, the maximum aggregate amount of the obligations of such Guarantor under the Guaranties that would not render
its obligations under the Guaranties subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the
Bankruptcy Code or any comparable applicable provisions of state or foreign law; provided, that solely for purposes of calculating
the Fair Share Contribution Amount with respect to any Guarantor for purposes of this Section 7.02, any assets or liabilities
of such Guarantor arising by virtue of any rights to subrogation, reimbursement, or indemnification or any rights to or obligations
of contribution under any Guaranty shall not be considered as assets or liabilities of such Guarantor. “Aggregate Payments”
means, with respect to any Guarantor, as of any date of determination, an amount equal to (y) the aggregate amount of all
payments and distributions made on or before such date by such Guarantor in respect of any Guaranties (including, without limitation,
in respect of this Section 7.02), minus (z) the aggregate amount of all payments received on or
before such date by such Guarantor from the other Guarantors as contributions under this Section 7.02. The amounts
payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the
applicable Guarantor. The allocation among Guarantors of their obligations as set forth in this Section 7.02 shall
not be construed in any way to limit the liability of any Guarantor under any Guaranty. Each Guarantor is a third party beneficiary
to the contribution agreement set forth in this Section 7.02.


 


Section
7.03 Payment by Guarantors. Subject to Section 7.02, Guarantors hereby jointly and severally
agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in
equity against any Guarantor by virtue hereof, that upon the failure of a Borrower to pay any of the Guaranteed Obligations
when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand,
or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a)
of the Bankruptcy Code), Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the
ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations
then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for such
Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations,
whether or not a claim is allowed or allowable against such Borrower for such interest in the related bankruptcy case) and
all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.


 






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Section
7.04 Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder
are irrevocable, absolute, independent, and unconditional and shall not be affected by any circumstance which constitutes a legal
or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the
foregoing and without limiting the generality thereof, each Guarantor agrees as follows:


 


(a) this
Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and
not merely a contract of surety,


 


(b) any
Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between
a Borrower and any Beneficiary with respect to the existence of such Event of Default,


 


(c) the
obligations of each Guarantor hereunder are independent of the obligations of each Borrower and the obligations of any other guarantor
(including any other Guarantor) of the obligations of such Borrower, and a separate action or actions may be brought and prosecuted
against such Guarantor whether or not any action is brought against such Borrower or any of such other guarantors and whether or
not such Borrower is joined in any such action or actions,


 


(d) payment
by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify, or abridge any
Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality
of the foregoing, if any Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion
of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion
of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied
by such Guarantor, limit, affect, modify, or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed
Obligations,


 


(e) any
Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or
enforceability hereof or giving rise to any reduction, limitation, impairment, discharge, or termination of any
Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of
interest on, or otherwise change the time, place, manner, or terms of payment of the Guaranteed Obligations,
(ii) settle, compromise, release, or discharge, or accept or refuse any offer of performance with respect to, or
substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to
the payment of any other obligations, (iii) request and accept other guaranties of the Guaranteed Obligations and take
and hold security for the payment hereof or the Guaranteed Obligations, (iv) release, surrender, exchange, substitute,
compromise, settle, rescind, waive, alter, subordinate, or modify, with or without consideration, any security for payment of
the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person
(including any other Guarantor) with respect to the Guaranteed Obligations, (v) enforce and apply any security now or
hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order
or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in
each case as such Beneficiary in its discretion may determine consistent herewith and any applicable security agreement,
including foreclosure on any such security pursuant to one or more judicial or non-judicial sales, whether or not every
aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of
reimbursement or subrogation or other right or remedy of any Guarantor against a Borrower or any security for the Guaranteed
Obligations, and (vi) exercise any other rights available to it under the Loan Documents, and


 






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(f) this
Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction,
limitation, impairment, discharge, or termination for any reason (other than payment in full of the Guaranteed Obligations), including
the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any
failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order
of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power, or remedy
(whether arising under the Loan Documents, at law, in equity, or otherwise) with respect to the Guaranteed Obligations or any agreement
relating thereto, or with respect to any other guaranty of, or security for the payment of, the Guaranteed Obligations, (ii) any
rescission, waiver, amendment, or modification of, or any consent to departure from, any of the terms or provisions (including
provisions relating to Events of Default) hereof, any of the other Loan Documents or any agreement or instrument executed pursuant
thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the
terms hereof or such Loan Document or any agreement relating to such other guaranty or security, (iii) the Guaranteed Obligations,
or any agreement relating thereto, at any time being found to be illegal, invalid, or unenforceable in any respect, (iv) the
application of payments received from any source (other than payments received pursuant to the other Loan Documents or from the
proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for Indebtedness
other than the Guaranteed Obligations) to the payment of Indebtedness other than the Guaranteed Obligations, even though any Beneficiary
might have elected to apply such payment to any part or all of the Guaranteed Obligations, (v) any Beneficiary’s consent
to the change, reorganization, or termination of the corporate structure or existence of Global Parent or any of its Subsidiaries
and to any corresponding restructuring of the Guaranteed Obligations, (vi) any failure to perfect or continue perfection of
a security interest in any Collateral which secures any of the Guaranteed Obligations, (vii) any defenses, set-offs, or counterclaims
which a Borrower may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration,
breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction, and usury, and (viii) any
other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the
risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.


 


Section
7.05 Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any
right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against a
Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations, or any other Person,
(ii) proceed against or exhaust any security held from a Borrower, any such other guarantor, or any other Person,
(iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in
favor of a Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever,
(b) any defense arising by reason of the incapacity, lack of authority, or any disability or other defense of a Borrower
or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the
Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of a
Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations, (c) any defense
based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal, (d) any defense based upon any Beneficiary’s errors or
omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith,
(e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the
terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of
any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any
rights to setoffs, recoupments, and counterclaims, and (iv) promptness, diligence, and any requirement that any
Beneficiary protect, secure, perfect, or insure any security interest or lien or any property subject thereto,
(f) notices, demands, presentments, protests, notices of protest, notices of dishonor, and notices of any action or
inaction, including acceptance hereof, notices of default hereunder, or any agreement or instrument related thereto, notices
of any renewal, extension, or modification of the Guaranteed Obligations or any agreement related thereto, notices of any
extension of credit to a Borrower, and notices of any of the matters referred to in Section 7.04 and any right to
consent to any thereof, and (g) any defenses or benefits that may be derived from or afforded by law which limit the
liability of or exonerate guarantors or sureties or which may conflict with the terms hereof.


 






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Section
7.06 Guarantors’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations
shall have been indefeasibly paid in full, each Guarantor hereby waives any claim, right, or remedy, direct or indirect, that such
Guarantor now has or may hereafter have against a Borrower or any other Guarantor or any of its assets in connection with this
Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right, or remedy arises
in equity, under contract, by statute, under common law, or otherwise and including, without limitation, (a) any right of
subrogation, reimbursement, or indemnification that such Guarantor now has or may hereafter have against such Borrower with respect
to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right, or remedy that any Beneficiary
now has or may hereafter have against such Borrower, and (c) any benefit of, and any right to participate in, any collateral
or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly
paid in full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor
(including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as
contemplated by Section 7.02. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold
the exercise of its rights of subrogation, reimbursement, indemnification, and contribution as set forth herein is found by a court
of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, or indemnification such
Guarantor may have against such Borrower or against any collateral or security, and any rights of contribution such Guarantor may
have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against such Borrower,
to all right, title, and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary
may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement,
indemnification, or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly
paid in full, such amount shall be held in trust for Administrative Agent, on behalf of Beneficiaries, and shall forthwith be paid
over to Administrative Agent, for the benefit of Beneficiaries, to be credited and applied against the Guaranteed Obligations,
whether matured or unmatured, in accordance with the terms hereof.


 


Section
7.07 Subordination of Other Obligations. Any Indebtedness of any Borrower or any Guarantor
now or hereafter held by any Guarantor is hereby subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness
collected or received by such Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative
Agent, on behalf of Beneficiaries, and shall forthwith be paid over to Administrative Agent, for the benefit of Beneficiaries,
to be credited and applied against the Guaranteed Obligations but without affecting, impairing, or limiting in any manner the liability
of such Guarantor under any other provision hereof.


 






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Section
7.08 Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect
until all of the Guaranteed Obligations shall have been indefeasibly paid in full. Each Guarantor hereby irrevocably waives any
right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.


 


Section
7.09 Authority of Guarantors or Borrower. It is not necessary for any Beneficiary to inquire
into the capacity or powers of any Guarantor or any Borrower or the officers, directors, or any agents acting or purporting to
act on behalf of any of them.


 


Section
7.10 Financial Condition of Borrower. Any Credit Extension may be made to a Borrower or continued
from time to time without notice to or authorization from any Guarantor regardless of the financial or other condition of Borrower
at the time of any such grant or continuation is entered into, as the case may be. No Beneficiary shall have any obligation to
disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of any Borrower.
Each Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition
of such Borrower and its ability to perform its obligations under the Loan Documents, and each Guarantor assumes the responsibility
for being and keeping informed of the financial condition of each Borrower and of all circumstances bearing upon the risk of non-payment
of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose
any matter, fact, or thing relating to the business, operations, or conditions of any Borrower now known or hereafter known by
any Beneficiary.


 


Section
7.11 Bankruptcy, etc.


 


(a) So
long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative
Agent acting pursuant to the instructions of Required Lenders, commence or join with any other Person in commencing any bankruptcy,
reorganization, or insolvency case or proceeding of or against a Borrower or any other Guarantor. The obligations of Guarantors
hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended, or terminated by any case or proceeding, voluntary
or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation, or arrangement of a Borrower or
any other Guarantor or by any defense which a Borrower or any other Guarantor may have by reason of the order, decree, or decision
of any court or administrative body resulting from any such proceeding.


 


(b) Each
Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement
of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations
ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued
on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed
Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by
Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve any Borrower of any
portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee
for the benefit of creditors, or similar person to pay Administrative Agent, or allow the claim of Administrative Agent in respect
of, any such interest accruing after the date on which such case or proceeding is commenced.


 






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(c) In
the event that all or any portion of the Guaranteed Obligations are paid by a Borrower, the obligations of Guarantors hereunder
shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such
payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer, or otherwise,
and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.


 


Section
7.12 Discharge of Guaranty upon Sale of Guarantor. If all of the Capital Stock of any Guarantor
or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in
accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may
be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person
effective as of the time of such Asset Sale.


 


ARTICLE
VIII

EVENTS OF DEFAULT


 


Section
8.01 Events of Default. If any one or more of the following conditions or events shall occur:


 


(a) Failure
to Make Payments When Due. Failure by the Loan Parties to pay (i) the principal of any Loan when due (whether at stated
maturity, by acceleration, or otherwise), (ii) when due any installment of principal of any Loan, by notice of voluntary prepayment,
by mandatory prepayment, or otherwise, (iii) within three (3) Business Days after the date when due, any interest on any Loan
or any fee (including the Exit Fee) or any other amount due hereunder, or


 


(b) Default
in Other Agreements. (i) Failure of any Loan Party or any of its respective Subsidiaries (excluding the Excluded Entities)
to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other
than Indebtedness referred to in Section 8.01(a)) in an aggregate principal amount of $3,000,000 or more, in each case
beyond the grace period, if any, provided therefor, or (ii) breach or default by any Loan Party with respect to any other
material term of (A) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in subclause (i)
above or (B) any loan agreement, mortgage, indenture, or other agreement relating to such item(s) of Indebtedness, in each
case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the
holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders) to cause, that Indebtedness to become
or be declared due and payable (or subject to a compulsory repurchase or redeemable) or to require the prepayment, redemption,
repurchase, or defeasance of, or to cause Global Parent or any of its Subsidiaries (excluding the Excluded Entities) to make any
offer to prepay, redeem, repurchase, or defease such Indebtedness, prior to its stated maturity or the stated maturity of any underlying
obligation, as the case may be, or


 


(c) Breach
of Certain Covenants. Failure of any Loan Party to perform or comply with any term or condition contained in Section 2.05,
Section 5.01, Section 5.16 or Article VI, or


 


(d) Breach
of Representations, etc. Any representation, warranty, certification, or other statement made or deemed made by any Loan
Party or any of their respective Subsidiaries (excluding the Excluded Entities), as the case may be, in any Loan Document or
in any statement or certificate at any time given by any Loan Party, or any of their respective Subsidiaries (excluding the
Excluded Entities), as the case may be, in writing pursuant hereto or thereto or in connection herewith or therewith shall be
false in any material respect (except that such materiality qualifier shall not be applicable to any representations or
warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in
the text thereof, which representations and warranties shall be true and correct in all respects subject to such
qualification) as of the date made or deemed made, or


 






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(e) Other
Defaults Under Loan Documents. Any Loan Party shall default in the performance of, or compliance with, any term contained herein
or any of the other Loan Documents, other than any such term referred to in any other Section of this Section 8.01,
and such default shall not have been remedied or waived within 30 days after the earlier of (i) an officer of such Loan
Party becoming aware of such default or (ii) receipt by the Lead Borrower of notice from any Agent or any Lender of such default,
or


 


(f) Involuntary
Bankruptcy; Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief
in respect of Global Parent or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency, or similar law now or hereafter in effect, which decree or order is not stayed, or any other similar relief
shall be granted under any applicable federal or state law, or (ii) an involuntary case shall be commenced against Global
Parent or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency, or similar law
now or hereafter in effect, or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver,
liquidator, sequestrator, trustee, custodian, or other officer having similar powers over Global Parent or any of its Subsidiaries,
or over all or a substantial part of its property, shall have been entered, or there shall have occurred the involuntary appointment
of an interim receiver, trustee, or other custodian of Global Parent or any of its Subsidiaries for all or a substantial part of
its property, or a warrant of attachment, execution, or similar process shall have been issued against any substantial part of
the property of Global Parent or any of its Subsidiaries, and any such event described in this clause (ii) shall continue
for 60 days without having been dismissed, bonded, or discharged, or


 


(g) Voluntary
Bankruptcy; Appointment of Receiver, etc. (i) Global Parent or any of its Subsidiaries shall have an order for relief
entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency, or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case,
or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or
taking possession by a receiver, trustee, or other custodian for all or a substantial part of its property, or Global Parent or
any of its Subsidiaries shall make any assignment for the benefit of creditors, or (ii) Global Parent or any of its Subsidiaries
shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due, or
the Board (or similar governing body) of Global Parent or any of its Subsidiaries (or any committee thereof with authority therefor)
shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.01(f),
or


 


(h) Judgments
and Attachments. Any money judgment, writ, or warrant of attachment or similar process involving in the aggregate at any time
an amount in excess of $3,000,000 (in either case to the extent not adequately covered by any indemnity or by insurance as to which
a solvent and unaffiliated insurance company has not denied coverage) shall be entered or filed against Global Parent or any of
its Subsidiaries (excluding the Excluded Entities) or any of their respective assets and shall remain undischarged, unvacated,
unbonded, or unstayed for a period of 60 days, or


 


(i) Dissolution.
Any order, judgment, or decree shall be entered against any Loan Party, decreeing the dissolution or split up of such Loan Party,
and such order shall remain undischarged or unstayed for a period in excess of 60 days, or


 






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(j) Employee
Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate that results in or might
reasonably be expected to have a Material Adverse Effect during the term hereof, or (ii) there exists any fact or circumstance
that reasonably could be expected to result in the imposition of a Lien or security interest under Section 430(k) of the Internal
Revenue Code or under Section 303(k) of ERISA, or


 


(k) Change
of Control. A Change of Control shall occur, or


 


(l) Guaranties,
Collateral Documents, and Other Loan Documents. At any time after the execution and delivery thereof, (i) the Guaranty
hereunder for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other
than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder,
(ii) this Agreement, or any Collateral Documents representing a material portion of the Collateral Agent’s security
interest securing the Obligations, ceases to be in full force and effect (other than by reason of a release of Collateral in accordance
with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be
declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any material portion
of the Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document,
in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control,
or (iii)  any Loan Party, shall contest the validity or enforceability of any Loan Document in writing or deny in writing
that it has any further liability, including with respect to future advances by Lenders, under any Loan Document to which it is
a party, or


 


(m) Proceedings.
The indictment of any Loan Party, any of its Subsidiaries (excluding the Excluded Entities), under any criminal statute or commencement
of criminal or civil proceedings against any Loan Party, pursuant to which statute or proceedings the penalties or remedies sought
or available include forfeiture to any Governmental Authority of any material portion of the property of such Person, or


 


(n) Cessation
of Business. (i) Any Loan Party or any of its Subsidiaries (excluding the Excluded Entities) is enjoined, restrained, or in
any way prevented by the order of any court or any Governmental Authority (other than in connection with any COVID-19 “non-essential
business” or similar shutdowns issued by any Governmental Authority) from conducting all or any material part of its business
for more than 15 days, (ii) any other cessation of a substantial part of the business of Global Parent or any of its
Subsidiaries (excluding the Excluded Entities) for a period which materially and adversely affects Global Parent or any of its
Subsidiaries (excluding the Excluded Entities), or (iii) any material damage to, or loss, theft, or destruction of, any Collateral,
whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty
which causes, for more than 15 consecutive days, the cessation or substantial curtailment of revenue producing activities at a
Real Property that, in any case described in clause (i), (ii) or (iii), results in or could reasonably be expected to have
a Material Adverse Effect during the term hereof;


 


(o) Subordinated
Indebtedness. (i) Any of the Obligations for any reason shall cease to be “Senior Indebtedness” or
“Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or
governing any Indebtedness that is expressly subordinated to the Obligations, (ii) any Indebtedness other than the
Obligations shall constitute “Designated Senior Indebtedness” (or any comparable term) under, and as defined in,
the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the
subordination provisions of the documents evidencing or governing any Indebtedness that is expressly subordinated to the
Obligations, shall, in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and
enforceable against any holder of the applicable subordinated Indebtedness; or THEN, (A) upon the occurrence of any
Event of Default described in Section 8.01(f) or Section 8.01(g), automatically and (B) upon the
occurrence of any other Event of Default, at the request of (or with the consent of) Required Lenders, upon notice to
Borrower by Administrative Agent, (1) the Commitments, if any, of each Lender having such Commitments shall immediately
terminate, (2) each of the following shall immediately become due and payable, in each case without presentment, demand,
protest, or other requirements of any kind, all of which are hereby expressly waived by each Loan Party, : (x) the
unpaid principal amount of and accrued interest on the Loans, and (y) all other Obligations, and (3) Agents may
enforce any and all Liens and security interests created pursuant to Collateral Documents and apply the proceeds thereof
pursuant to Section 2.15(g).


 






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ARTICLE IX

ADMINISTRATIVE AGENT


 


Section
9.01 Appointment of Agents.


 


(a) GACP
is hereby appointed Administrative Agent hereunder and under the other Loan Documents, and each Lender hereby authorizes GACP,
in such capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents, including, without limitation,
to make loans and Protective Advances, for such Agent or on behalf of the applicable Lenders as provided in this Agreement or any
other Loan Document and to perform, exercise, and enforce any and all other rights and remedies of Lenders with respect to the
Loan Parties, the Obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such
Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other
Loan Parties.


 


(b) GACP
is hereby appointed Collateral Agent hereunder and under the other Loan Documents, and each Lender hereby authorizes GACP, in such
capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents, including, without limitation,
to make loans and Protective Advances, for such Agent or on behalf of the applicable Lenders as provided in this Agreement or any
other Loan Document and to perform, exercise, and enforce any and all other rights and remedies of Lenders with respect to the
Loan Parties, the Obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such
Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other
Loan Parties.


 


(c) Each
Agent hereby agrees to act upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions
of this Article IX are solely for the benefit of Agents and Lenders, and neither any Loan Party nor any Affiliate thereof
shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder,
each Agent shall act solely as an agent of Lenders and does not assume, and shall not be deemed to have assumed, any obligation
towards, or relationship of agency or trust with or for, any of the Loan Parties or their respective Affiliates.


 






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Section
9.02 Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action
on such Lender’s behalf and to exercise such powers, rights, and remedies hereunder and under the other Loan Documents as
are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights, and remedies
as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified
herein and the other Loan Documents. Each Agent may exercise such powers, rights, and remedies and perform such duties by or through
its agents or employees. No Agent shall have, by reason hereof or any of the other Loan Documents, a fiduciary relationship in
respect of any Lender; and nothing herein or in any of the other Loan Documents, expressed or implied, is intended to or shall
be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Loan Documents except as expressly
set forth herein or therein.


 


Section
9.03 General Immunity.


 


(a) No
Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectability, or sufficiency hereof or any other Loan Document or for any representations, warranties,
recitals, or statements made herein or therein or made in any written or oral statements or in any financial or other statements,
instruments, reports, or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any
Loan Party, Global Parent, Liberty/Revolution Top Parent, Vitamin Top Parent or Vitamin Intermediate Parent to any Agent or any
Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business
affairs of any Loan Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain
or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants, or agreements contained
in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any
Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary
notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans.


 


(b) Exculpatory
Provisions. No Agent nor any of its officers, partners, directors, employees, or agents shall be liable to Lenders for any
action taken or omitted by any Agent under or in connection with any of the Loan Documents except to the extent caused by any Agent’s
gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order. Each
Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection
herewith or any of the other Loan Documents or from the exercise of any power, discretion, or authority vested in it hereunder
or thereunder unless and until such Agent shall have received instructions in respect thereof from Required Lenders (or such other
Lenders as may be required to give such instructions under Section 10.05) and, upon receipt of such instructions from
Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain
from acting, or to exercise such power, discretion, or authority, in accordance with such instructions. Without prejudice to the
generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication,
instrument, or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons,
and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for
the Loan Parties), accountants, experts, and other professional advisors selected by it, and (ii) no Lender shall have any
right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder
or any of the other Loan Documents in accordance with the instructions of Required Lenders (or such other Lenders as may be required
to give such instructions under Section 10.05).


 






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(c) Notice
of Default. Neither Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to Events of Default in the payment of principal, interest, and fees required to be paid to Administrative
Agent for the account of Lenders, unless such Agent shall have received written notice from a Lender or the Loan Party referring
to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”
Such Agent will notify Lenders of its receipt of any such notice. Collateral Agent shall take such action with respect to any
such Default or Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided,
that unless and until Collateral Agent has received any such direction, Collateral Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or
in the best interest of Lenders.


 


Section
9.04 Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or
affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender
hereunder. With respect to its participation in the Loans, each Agent shall have the same rights and powers hereunder as any other
Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term
“Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any
Agent or its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking,
trust, financial advisory, or other business with Global Parent, Lead Borrower or any of their respective Affiliates as if it were
not performing the duties specified herein and may accept fees and other consideration from any Loan Party for services in connection
herewith and otherwise without having to account for the same to Lenders.


 


Section
9.05 Lenders’ Representations, Warranties and Acknowledgment.


 


(a) Each
Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the
Loan Parties in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal
of the creditworthiness of the Loan Parties. No Agent shall have any duty or responsibility, either initially or on a continuing
basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter,
and no Agent shall have any responsibility with respect to the accuracy of, or the completeness of, any information provided to
Lenders.


 


(b) Each
Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan on the Closing Date, shall be
deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be
approved by any Agent, Required Lenders, or Lenders, as applicable on the Closing Date.


 


(c) Each
Lender (i) represents and warrants that, as of the Closing Date, neither such Lender nor its Affiliates or Related Funds owns
or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than
the Obligations or any Capital Stock of any Loan Party, and (ii) covenants and agrees that from and after the Closing Date
neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other
than the Obligations or Capital Stock described in subclause (i) above without the prior written consent of the Administrative
Agent and, so long as no Specified Event of Default has occurred and is continuing, Borrower.


 






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Section
9.06 Right to Indemnity. EACH LENDER, IN PROPORTION TO ITS PRO RATA SHARE, SEVERALLY AGREES
TO INDEMNIFY EACH AGENT, ITS AFFILIATES, AND ITS RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS OF EACH
AGENT (EACH, AN “INDEMNITEE AGENT PARTY”), TO THE EXTENT THAT SUCH INDEMNITEE AGENT PARTY SHALL NOT HAVE BEEN
REIMBURSED BY ANY LOAN PARTY, FOR AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
SUITS, COSTS, EXPENSES (INCLUDING COUNSEL FEES AND DISBURSEMENTS), OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY
BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH INDEMNITEE AGENT PARTY IN EXERCISING ITS POWERS, RIGHTS, AND REMEDIES OR PERFORMING
ITS DUTIES HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR OTHERWISE IN ITS CAPACITY AS SUCH INDEMNITEE AGENT PARTY IN ANY WAY RELATING
TO OR ARISING OUT OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE
OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; PROVIDED, THAT
NO LENDER SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES, OR DISBURSEMENTS RESULTING FROM SUCH INDEMNITEE AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS
DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER. IF ANY INDEMNITY FURNISHED TO ANY INDEMNITEE
AGENT PARTY FOR ANY PURPOSE SHALL, IN THE OPINION OF SUCH INDEMNITEE AGENT PARTY, BE INSUFFICIENT OR BECOME IMPAIRED, SUCH INDEMNITEE
AGENT PARTY MAY CALL FOR ADDITIONAL INDEMNITY AND CEASE, OR NOT COMMENCE, TO DO THE ACTS INDEMNIFIED AGAINST UNTIL SUCH ADDITIONAL
INDEMNITY IS FURNISHED; PROVIDED, THAT IN NO EVENT SHALL THIS SENTENCE REQUIRE ANY LENDER TO INDEMNIFY ANY INDEMNITEE AGENT
PARTY AGAINST ANY LIABILITY, OBLIGATION, LOSS, DAMAGE, PENALTY, ACTION, JUDGMENT, SUIT, COST, EXPENSE, OR DISBURSEMENT IN EXCESS
OF SUCH LENDER’S PRO RATA SHARE THEREOF; PROVIDED FURTHER, THAT THIS SENTENCE SHALL NOT BE DEEMED TO REQUIRE ANY LENDER
TO INDEMNIFY ANY INDEMNITEE AGENT PARTY AGAINST ANY LIABILITY, OBLIGATION, LOSS, DAMAGE, PENALTY, ACTION, JUDGMENT, SUIT, COST,
EXPENSE, OR DISBURSEMENT DESCRIBED IN THE PROVISO IN THE IMMEDIATELY PRECEDING SENTENCE.


 


Section
9.07 Successor Agent.


 


(a) Any
Agent may resign at any time by giving thirty days’ (or such shorter period as shall be agreed by the Required Lenders)
prior written notice thereof to Lenders, Lead Borrower, and the other Agent. Upon any such notice of resignation, Required
Lenders shall have the right, with Lead Borrower’s consent (which consent shall not be unreasonably withheld or
delayed) (other than during the existence of an Event of Default, provided that during the existence of an Event of Default,
the Required Lenders shall give five (5) Business Days’ prior notice to Lead Borrower), to appoint a successor
Agent that is not a Disqualified Institution. If no successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the
retiring Agent may, on behalf of Lenders, appoint a successor Administrative Agent or Collateral Agent meeting the
qualifications set forth above (including that such successor not be a Disqualified Institution), as applicable, from among
Lenders. Upon the acceptance of any appointment as Administrative Agent or Collateral Agent, as applicable, hereunder by a
successor Administrative Agent or Collateral Agent, as the case may be, that successor Administrative Agent or Collateral
Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall promptly (i) transfer to such successor Administrative Agent or Collateral
Agent, as applicable, all sums, Securities, and other items of Collateral held under the Collateral Documents, together with
all records and other documents necessary or appropriate in connection with the performance of the duties of the successor
Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and (ii) execute and deliver to such
successor Administrative Agent or Collateral Agent, as applicable, such amendments to financing statements and take such
other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent or
Collateral Agent, as applicable, of the security interests created under the Collateral Documents, whereupon such retiring
Agent shall be discharged from its duties and obligations hereunder. Notwithstanding the foregoing, if no successor
Administrative Agent or Collateral Agent, as applicable, has accepted an appointment by the retiring Agent, on behalf of the
Lenders, within 30 days after the retiring Agent appoints such successor Agent, such retiring Agent’s resignation
shall be deemed effective, and Lead Borrower shall appoint the successor Administrative Agent or Collateral Agent, as
applicable, on behalf of the Lenders, without their further consent. After any retiring Agent’s resignation hereunder
as Administrative Agent or Collateral Agent, as applicable, the provisions of this Article IX shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as
applicable, hereunder.


 






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(b) Notwithstanding
anything herein to the contrary, any Agent may assign their rights and duties as Administrative Agent or Collateral Agent, as applicable,
hereunder to an Affiliate without the prior written consent of, or prior written notice to, Lead Borrower or Lenders; provided,
that Lead Borrower and Lenders may deem and treat such assigning Agent as Administrative Agent or Collateral Agent, as applicable,
for all purposes hereof, unless and until such assigning Agent provides written notice to Lead Borrower and Lenders of such assignment.
Upon such assignment, such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative
Agent or Collateral Agent, as applicable, hereunder and under the other Loan Documents.


 


(c) Each
Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Loan Document
by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of
its duties and exercise its rights and powers by or through its respective Affiliates. The exculpatory, indemnification, and other
provisions of Section 9.03, Section 9.06, and this Section 9.07 shall apply to any of the Affiliates
of each Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent or Collateral Agent, as applicable. All of the rights, benefits, and privileges
(including the exculpatory and indemnification provisions) of Section 9.03, Section 9.06, and this Section 9.07
shall apply to any such sub-agent and to the Affiliates of any such sub-agent and shall apply to their respective activities as
sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect
to each sub-agent appointed by any Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with
respect to all such rights, benefits, and privileges (including exculpatory and rights to indemnification) and shall have all of
the rights, benefits, and privileges of a third party beneficiary, including an independent right of action to enforce such rights,
benefits, and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder
of any other Person, against any or all of the Loan Parties, (ii) such rights, benefits, and privileges (including exculpatory
rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such
sub-agent shall only have obligations to Administrative Agent or Collateral Agent, as applicable, and not to any Loan Party, Lender,
or any other Person and no Loan Party, Lender, or any other Person shall have the rights, directly or indirectly, as a third party
beneficiary or otherwise, against such sub-agent.


 






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Section
9.08 Collateral Documents and Guaranty.


 


(a) Agents
Under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as
applicable, on behalf of and for the benefit of Lenders, to be the agent for, and representative of, Lenders with respect to the
Guaranty, the Collateral, and the Collateral Documents. Subject to Section 10.05, without further written consent or
authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, may execute any documents or instruments necessary
to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted
hereby or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.05)
have otherwise consented, or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect
to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.05) have
otherwise consented.


 


(b) Right
to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Loan Documents to the contrary notwithstanding,
each Borrower, Administrative Agent, Collateral Agent, and each Lender hereby agree that (i) no Lender shall have any right
individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers,
rights, and remedies hereunder may be exercised solely by Administrative Agent, on behalf of Lenders, in accordance with the terms
hereof and all powers, rights, and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in
the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale or any sale of the
Collateral in a case under the Bankruptcy Code, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral
at any such sale and Collateral Agent, as agent for, and representative of, Secured Parties (but not any Lender or Lenders in its
or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the
purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any
such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable
by Collateral Agent at such sale.


 


Section
9.09 Agency for Perfection. Each Agent and each Lender hereby appoints each other Agent and
each other Lender as agent and bailee for the purpose of perfecting the security interests in and liens upon the Collateral in
assets which, in accordance with Article 9 of the UCC, can be perfected only by possession or control (or where the security
interest of a secured party with possession or control has priority over the security interest of another secured party), and each
Agent and each Lender hereby acknowledges that it holds possession of or otherwise controls any such Collateral for the benefit
of the Agents and Lenders as secured party. Should Administrative Agent or any Lender obtain possession or control of any such
Collateral, Administrative Agent or such Lender shall notify Collateral Agent thereof, and, promptly upon Collateral Agent’s
request therefor shall deliver such Collateral to Collateral Agent or in accordance with Collateral Agent’s instructions.
In addition, Collateral Agent shall also have the power and authority hereunder to appoint such other sub-agents as may be necessary
or required under applicable state law or otherwise to perform its duties and enforce its rights with respect to the Collateral
and under the Loan Documents. Each Loan Party by its execution and delivery of this Agreement hereby consents to the foregoing.


 


Section
9.10 [Reserved].


 






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Section
9.11 Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this
Agreement, each Lender and other Agent:


 


(a) is
deemed to have requested that Administrative Agent furnish such Lender, promptly after it becomes available, a copy of each field
audit or examination report with respect to the Loan Parties (each, a “Report” and, collectively, the “Reports”)
prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such
Reports,


 


(b) expressly
agrees and acknowledges that no Agent does (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, and that Administrative Agent or other party
performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly
upon the Loan Parties’ books and records, as well as on representations of such Person’s personnel,


 


(d) agrees
to keep all Reports and other material, non-public information regarding Global Parent and its Subsidiaries and their operations,
assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and


 


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


 


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


 






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ARTICLE X

MISCELLANEOUS


 


Section
10.01 Notices.


 


(a) Notices
Generally. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to
be given to a Loan Party, Collateral Agent, or Administrative Agent shall be sent to such Person’s address as set forth on
Appendix B or in the other relevant Loan Document, and in the case of any Lender, the address as indicated on Appendix B
or otherwise indicated to Administrative Agent in writing. Each notice hereunder shall be in writing and may be personally served,
or sent by facsimile or United States mail or courier service, and shall be deemed to have been given when delivered in person
or by courier service and signed for against receipt thereof, upon receipt of facsimile, or three (3) Business Days after
depositing it in the United States mail with postage prepaid and properly addressed; provided, that no notice to any Agent
shall be effective until received by such Agent. Any Loan Party may change its address, facsimile number or email address for notices
and other communications hereunder by notice to the Administrative Agent, and any Agent may change its address, facsimile number
or email address for notices and other communications hereunder by notice to the Loan Parties and the other Agent (which notice
to such other Agent shall not be required if both Agents are the same Person).


 


(b) Electronic
Communications.


 


(i) Each
of the Agents and each Loan Party may, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided, that approval of such procedures may be limited to particular
notices or communications. Notices and other communications to Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agents, provided, that the foregoing
shall not apply to notices to any Lender pursuant to ARTICLE II if such Lender has notified the Agents that it is incapable
of receiving notices under such Article by electronic communication.


 


(ii) Unless
Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail, or other written acknowledgement) and (B) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail
address as described in the foregoing clause (A), of notification that such notice or communication is available and
identifying the website address therefor; provided, that for both subclauses (A) and (B) above,
if such notice, email, or other communication is not sent during the normal business hours of the recipient, such notice or communication
shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.


 






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Section
10.02 Expenses. Whether or not the transactions contemplated hereby shall be consummated, Lead Borrower
agrees to pay (or cause to be paid) promptly (a) all of each Agent’s reasonable and documented out-of-pocket costs
and expenses of preparation of the Loan Documents and any consents, amendments, waivers, or other modifications thereto,
(b) all the reasonable and documented fees and reasonable and documented out-of-pocket expenses and disbursements of one
primary counsel to Administrative Agent and one primary counsel to Collateral Agent, in connection with the negotiation,
preparation, execution, and administration of the Loan Documents and any consents, amendments, waivers, or other
modifications thereto and any other documents or matters requested by Lead Borrower, (c) all the reasonable and
documented out-of-pocket costs and reasonable and documented out-of-pocket expenses of creating and perfecting Liens in favor
of Collateral Agent, for the benefit of Secured Parties, including filing and recording fees, expenses and Taxes, stamp or
documentary Taxes (in each case, without duplication of any indemnification obligation under Section 2.19),
search fees, title insurance premiums, and reasonable and documented fees and reasonable and documented out-of-pocket fees,
expenses, and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Required Lenders
may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents, (d) all of each all
the reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and reasonable
and documented out-of-pocket expenses and disbursements, of any appraisers, field examiners, asset-based lending service
providers, consultants, advisors, and agents (whether internal or external) employed or retained by Collateral Agent and its
counsel) in connection with the valuation of and the custody or preservation of any of the Collateral; provided that
the such costs, expenses and fees shall be subject to the limitations set forth in Section 5.06, (e) all the
reasonable and documented out-of-pocket costs and expenses of Agents and Lenders in connection with the attendance at any
meetings in connection with this Agreement and the other Loan Documents (including the meetings referred to in Section 5.07
and excluding, for avoidance of doubt, the inspections referred to in Section 5.06), (f) all other
reasonable and documented out-of-pocket costs and expenses incurred by each Agent in connection with the negotiation,
preparation, and execution of the Loan Documents and any consents, amendments, waivers, or other modifications thereto and
the transactions contemplated thereby (limited, in the case of any legal expenses, to the reasonable and documented fees and
reasonable and documented out-of-pocket disbursements of one primary counsel to Administrative Agent and one primary counsel
to Collateral Agent), and (g) after the occurrence of an Event of Default, all reasonable and documented out-of-pocket
costs and expenses, including reasonable and documented attorneys’ fees and reasonable and documented out-of-pocket
costs of settlement, incurred by any Agent and Lenders in enforcing any Obligations of, or in collecting any payments due
from, any Loan Party,  hereunder or under the other Loan Documents by reason of such Event of Default (including in
connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the
Guaranty or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature
of a “work out” or pursuant to any Insolvency Proceeding) (limited, in the case of legal expenses, to the
reasonable and documented fees and reasonable and documented out-of-pocket disbursements of one primary counsel to
Administrative Agent and one primary counsel to Collateral Agent); provided that, in any case in which the
reimbursement of expenses for counsel is limited to one primary counsel, if reasonably necessary, Lead Borrower shall also
promptly pay (or cause to be paid) reasonable and documented fees and reasonable and documented out-of-pocket disbursements
of (x) one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple
jurisdictions) and, (y) in the case of an actual or perceived conflict of interest where any such Person affected by
such conflict informs Borrower of such conflict, in each case, a single additional firm of counsel in each relevant
jurisdiction for all similarly situated affected Persons).


 


Section
10.03 Indemnity.


 


(a) IN
ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY
SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY,
AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS,
TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED
LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY,
OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE
HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD
FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE
ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR
(II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER
PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE,
EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY
ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER
DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT
ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION
10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE
LOAN PARTY SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT
AND SATISFACTION OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEM.


 






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(b) To
the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against Lenders,
Agents, and their respective Affiliates, directors, employees, attorneys, or agents, on any theory of liability, for special, indirect,
consequential, or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract,
tort, or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related
to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or
therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof, or any act or omission or
event occurring in connection therewith, and each Loan Party hereby waives, releases, and agrees not to sue upon any such claim
or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.


 


Section
10.04 Setoff. In addition to any rights now or hereafter granted under applicable law and
not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender and its respective Affiliates
are hereby authorized by each Loan Party at any time or from time to time, subject to the consent of each Agent (such consent not
to be unreasonably withheld or delayed), without notice to any Loan Party or to any other Person (other than each Agent), any such
notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including
Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever
currency)) and any other Indebtedness at any time held or owing by such Lender and its respective Affiliates to or for the credit
or the account of any Loan Party (in whatever currency) against and on account of the obligations and liabilities of any Loan Party
to such Lender and its respective Affiliates hereunder, or with any other Loan Document, irrespective of whether or not (a) such
Lender and its respective Affiliates shall have made any demand hereunder, (b) the principal of, or the interest on, the Loans
or any other amounts due hereunder shall have become due and payable pursuant to Article II and although such obligations
and liabilities, or any of them, may be contingent or unmatured, or (c) such obligation or liability is owed to a branch or
office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.


 






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Section
10.05 Amendments and Waivers.


 


(a) Required
Lenders’ Consent. Subject to Sections 10.05(b) and 10.05(c), (i) no amendment, modification,
termination, or waiver of any provision of the Loan Documents shall in any event be effective without the written concurrence of
the Loan Parties party to such Loan Document, as the case may be, and (ii) no consent to any departure by any Loan Party from
any provision of the Loan Documents, shall in any event be effective without the written concurrence of Administrative Agent and
the Required Lenders.


 


(b) Affected
Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be adversely
affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:


 


(i) increases
in, or extensions of, the Term Loan Commitments of such Lender,


 


(ii) extend
the scheduled final maturity of any Loan or any Term Note,


 


(iii) waive,
reduce, or postpone any scheduled repayment (but not prepayment),


 


(iv) reduce
the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to
Section 2.09) or any fees or premiums payable hereunder or under the Fee Letter,


 


(v) extend
the time for payment of any principal or interest on any loan or fees or premiums payable hereunder or under the Fee Letter,


 


(vi) reduce
the principal amount of any Loan, or


 


(vii) amend,
modify, terminate, or waive (A) any pro rata sharing, payment, or setoff provision of any Loan Document (including, without
limitation, Section 2.16 of this Agreement) or (B) any other provision of a Loan Document (including, without
limitation, Section 2.14(a) of this Agreement), in each case, in a manner that would alter (or have the effect of altering)
the pro rata allocation among the Lenders of any payments, disbursements, or setoffs,


 


(c) Other
Consents. No amendment, modification, termination, or waiver of any provision of the Loan Documents, or consent to any departure
by any Loan Party, therefrom, shall:


 


(i) amend,
modify, terminate, or waive any provision of Section 10.05(b) or this Section 10.05(c) without the consent
of each Lender,


 


(ii) amend
the definition of “Required Lenders” or “Pro Rata Share” without the consent of each Lender,


 


(iii) release
all or a material portion of the Guaranty or release (or subordination of the Collateral Agent’s liens on) all or a material
portion of the Collateral, in each case, in any transaction or series of related transactions (other than in connection with permitted
asset sales, permitted dispositions, permitted mergers, permitted liquidations or dissolutions or as otherwise permitted under
the Loan Documents) without the consent of each Lender,


 






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(iv) subordinate
any of the Obligations, or any Liens on any portion of the Collateral created by this Agreement or any other Loan Document (other
than to the extent permitted by Section 6.02), without the consent of each Lender, or


 


(v) amend,
modify, terminate, or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof
as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.


 


(d) Technical
Amendments. Notwithstanding the foregoing, this Agreement may be amended solely with the consent of each Agent and Lead Borrower
without the need to obtain the consent of any other Lender if such amendment is delivered in order to (i) correct or cure
(A) ambiguities, errors, omissions, or defects or (B) incorrect cross-references or similar inaccuracies or (ii) effectuate
administrative changes of a technical or immaterial nature.


 


(e) Execution
of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers, or consents on behalf of such Lender. Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party, in any case shall
entitle any Loan Party, to any other or further notice or demand in similar or other circumstances. Any amendment, modification,
termination, waiver, or consent effected in accordance with this Section 10.05 shall be binding upon each Lender at
the time outstanding, each future Lender, and, if signed by a Loan Party, by such of such Loan Party thereto.


 


Section
10.06 Successors and Assigns; Participations.


 


(a) Generally.
This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit
of the parties hereto and the successors and assigns of Lenders; provided, that any assignment that is not permitted pursuant
to the terms of this Agreement shall be absolutely void ab initio. No rights or obligations of a Loan Party hereunder
or under any other Loan Document nor any interest therein may be assigned or delegated by any Loan Party without the prior written
consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, Indemnitee Agent Parties under Section 9.06, Indemnitees under Section 10.03, their
respective successors and assigns permitted hereby, and, to the extent expressly contemplated hereby, Affiliates of Administrative
Agent and each Lender) any legal or equitable right, remedy, or claim under or by reason of this Agreement.


 


(b) Register.
Borrowers, Administrative Agent, and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders
and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of
any such Commitment or Loan shall be effective, in each case, unless and until an Assignment Agreement effecting the assignment
or transfer thereof shall have been delivered to and accepted by Administrative Agent and recorded in the Register as provided
in Section 10.06(e). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan
shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority, or consent of any Person who,
at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive
and binding on any subsequent holder, assignee, or transferee of the corresponding Commitments or Loans.


 






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(c) Right
to Assign. Each Lender shall have the right at any time to sell, assign, or transfer all or a portion of its rights and obligations
under this Agreement, including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations
(provided, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under
and in respect of any Loan and any related Commitments):


 


(i) to
any Person meeting the criteria of clause (a) of the definition of the term of “Eligible Assignee” upon
the giving of notice to Lead Borrower and Administrative Agent, and


 


(ii) to
any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and Lead Borrower (such consent
not be unreasonably withheld or delayed); provided, that (A) no consent of Lead Borrower shall be required if a Specified
Event of Default has occurred and is continuing, (B) Lead Borrower shall be deemed to have consented to any such assignment
unless it shall object thereto by written notice to Administrative Agent within ten (10) Business Days after having received
notice thereof, and (C) each such assignment pursuant to this Section 10.06(c)(ii) shall be in an aggregate amount
of not less than $1,000,000 (or such lesser amount as may be agreed to by Lead Borrower and Administrative Agent or as shall constitute
the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans.


 


(d) Mechanics.
The assigning Lender and the assignee thereof shall (i) execute and deliver to Administrative Agent an Assignment Agreement,
together with such forms or certificates with respect to United States federal income Tax withholding matters as the assignee under
such Assignment Agreement may be required to deliver to Administrative Agent pursuant to Section 2.19(d), and (ii) pay
to Administrative Agent a processing and recordation fee of $3,500 (which fee shall not be applicable for transfers among existing
Lenders and Lenders and their Affiliates and may be waived or reduced in the sole discretion of the Administrative Agent); provided
that, notwithstanding anything to the contrary herein, such processing and recordation fee shall not constitute Indemnified Liabilities.


 


(e) Notice
of Assignment. Upon its receipt and acceptance of a duly executed and completed Assignment Agreement and any forms or certificates
required by this Agreement in connection therewith, Administrative Agent shall record the information contained in such Assignment
Agreement in the Register, shall give prompt notice thereof to Lead Borrower, and shall maintain a copy of such Assignment Agreement.


 


(f) Representations
and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment
Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined
in the applicable Assignment Agreement) that (i) it is an Eligible Assignee, (ii) it has experience and expertise in
the making of, or investing in, commitments or loans such as the applicable Commitments or Loans, as the case may be, (iii) it
will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business
and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or
other federal securities laws (it being understood that, subject to the provisions of this Section 10.06, the disposition
of such Loans or any interests therein shall at all times remain within its exclusive control), and (iv) such Lender does
not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other
than the Obligations or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by
Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower).


 






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(g) Effect
of Assignment. Subject to the terms and conditions of this Section 10.06, as of the later (i) of the “Effective
Date” specified in the applicable Assignment Agreement or (ii) the date such assignment is recorded in the Register:
(A) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights
and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto
and a “Lender” for all purposes hereof, (B) the assigning Lender thereunder shall, to the extent that rights and
obligations hereunder have been assigned thereby pursuant to such Assignment Agreement, relinquish its rights (other than any rights
which survive the termination hereof under Section 10.08) and be released from its obligations hereunder (and, in the
case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder,
such Lender shall cease to be a party hereto; provided, that anything contained in any of the Loan Documents to the contrary
notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein
with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder), (C) the Commitments
shall be modified to reflect the Commitment of such assignee and any Commitment of such assigning Lender, if any, and (D) if
any such assignment occurs after the issuance of any Term Note hereunder, the assigning Lender shall, upon the effectiveness of
such assignment or as promptly thereafter as practicable, surrender its applicable Term Notes to Administrative Agent for cancellation,
and thereupon, Lead Borrower shall issue and deliver new Term Notes, if so requested by the assignee and/or assigning Lender, to
such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans
of the assignee and/or the assigning Lender and (E) the assignee thereunder shall be bound by the
terms and conditions of the Intercreditor Agreement, if any.


 


(h) Participations.


 


(i) Each
Lender shall have the right at any time to sell one or more participations to any Eligible Assignee in all or any part of its Commitments,
Loans, or in any other Obligation; provided, that any sale of any participation made to any Person other than an Eligible
Assignee shall be absolutely void ab initio. The holder of any such participation, other than an Affiliate of Lender
granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with
respect to any amendment, modification, or waiver that would (A) extend the final scheduled maturity of any Loan or Term Note
in which such participant is participating, reduce the rate or extend the time of payment of interest or fees thereon (except in
connection with a waiver of applicability of any post default increase in interest rates) or reduce the principal amount thereof,
or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that
a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the
terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant
if the participant’s participation is not increased as a result thereof) or (B) release all or substantially all of the Collateral
under the Collateral Documents or all or substantially all of the Guarantors from the Guaranty (in each case, except as expressly
provided in the Loan Documents) supporting the Loans hereunder in which such participant is participating. Borrower agrees that
each participant shall be entitled to the benefits of Sections 2.17(c), 2.18, and 2.19 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(c); provided, that such
participant complies with Section 2.19 as though it were a Lender (it being understood that the documentation required
under Section 2.19(d) shall be delivered to the participating Lender). To the extent permitted by law, each participant
also shall be entitled to the benefits of Section 10.04 as though it were a Lender, provided such participant agrees
to be subject to Section 2.16 as though it were a Lender.


 






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(ii) In
the event that any Lender sells participations in its Commitments, Loans, or in any other Obligation hereunder, such Lender shall,
acting solely for this purpose as a non-fiduciary agent of each Borrower, maintain a register on which it enters the name of all
participants in the Commitments, Loans, or Obligations held by it and the principal amount (and stated interest thereon) of the
portion of such Commitments, Loans, or Obligations which are the subject of the participation (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including
the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters
of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary
to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the contrary. A Commitment, Loan, or Obligation hereunder may be participated
in whole or in part only by registration of such participation on the Participant Register (and each Term Note shall expressly
so provide). For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining the Participant Register.


 


(i) Certain
Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.06, any Lender may
assign, pledge, and/or grant a security interest in all or any portion of its Loans, the other Obligations owed by or to such Lender,
and its Term Notes, if any, to secure obligations of such Lender or any of its Affiliates to any Person providing any loan, letter
of credit, or other extension of credit or financial arrangement to or for the account of such Lender or any Agent or any of its
Affiliates and any agent, trustee, or representative of such Person (without the consent of, notice to, or any other action by
any other party hereto), including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation
A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank; provided,
that no Lender or Agent, as between Borrower and such Lender or Agent, shall be relieved of any of its obligations hereunder as
a result of any such assignment and pledge; provided further, that in no event shall such Person, agent, trustee, or representative
of such Person or the applicable Federal Reserve Bank be considered to be a “Lender” or be entitled to require the
assigning Lender or Agent to take or omit to take any action hereunder.


 


(j) Assignments
to Global Parent or its Subsidiaries or Affiliates thereof. No assignment shall be made to Global Parent or any of its Subsidiaries,
or to any of their respective Affiliates (including, for the avoidance of doubt, any Permitted Holder, Ultimate Parent, Liberty/Revolution
Top Parent, Vitamin Top Parent or any of the Excluded Entities).


 


(k) Disqualified
Institutions. So long as no Specified Event of Default has occurred and is continuing, no assignment or participation shall
be made to a Disqualified Institution without Borrower’s consent in writing (which consent may be withheld in its sole discretion)
(with any assignment or participation in violation of the foregoing to be absolutely void ab initio), and upon an inquiry
by any Lender to Administrative Agent as to whether a specific potential assignee or prospective participant is a Disqualified
Institution, Administrative Agent shall be permitted to disclose the list of Disqualified Institutions to such inquiring Lenders;
provided, that Administrative Agent shall not, in any event, be responsible for, nor have any liability in connection with, maintaining,
updating, monitoring, or enforcing the list of Disqualified Institutions, nor for any assignment or participation to a Disqualified
Institution to which Borrower has consented (including deemed consent), except to the extent determined by a court of competent
jurisdiction in a final and non-appealable decision to have been caused by, or be the result, of the gross negligence or willful
misconduct of Administrative Agent.


 






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Section
10.07 Independence of Covenants. All covenants hereunder shall be given independent effect
so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an
exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or
an Event of Default if such action is taken or condition exists.


 


Section
10.08 Survival of Representations, Warranties, and Agreements. All representations, warranties,
and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding
anything herein or implied by law to the contrary, the agreements of each Loan Party set forth in Sections 2.17(c),
2.18, 2.19, 10.02, 10.03, 10.04, and 10.10 and the agreements of Lenders set forth in
Sections 2.16, 9.03(b), and 9.06 shall survive the payment of the Loans.


 


Section
10.09 No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any
Lender in the exercise of any power, right, or privilege hereunder or under any other Loan Document shall impair such power, right,
or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of
any such power, right, or privilege preclude other or further exercise thereof or of any other power, right, or privilege. The
rights, powers, and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent
of all rights, powers, and remedies existing by virtue of any statute or rule of law or in any of the other Loan Documents. Any
forbearance or failure to exercise, and any delay in exercising, any right, power, or remedy hereunder shall not impair any such
right, power, or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power,
or remedy.


 


Section
10.10 Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any
obligation to marshal any assets in favor of any Loan Party or any other Person or against or in payment of any or all of the Obligations.
To the extent that any Loan Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on
behalf of Lenders), or Administrative Agent, Collateral Agent, or Lenders enforce any security interests or exercise their rights
of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, and/or required to be repaid to a trustee, receiver, or any other party under
any bankruptcy law, any other state or federal law, common law, or any equitable cause, then, to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens, rights, and remedies therefor or related thereto,
be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff
had not occurred.


 


Section
10.11 Severability. In case any provision herein or obligation hereunder or any Term Note
or other Loan Document shall be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability
of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way
be affected or impaired thereby.


 


Section
10.12 Obligations Several; Independent Nature of Lenders’ Rights. The obligations of
Lenders hereunder are several, and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder.
Nothing contained herein or in any other Loan Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed
to constitute Lenders as a partnership, an association, a joint venture, or any other kind of entity. The amounts payable at any
time hereunder to each Lender shall be a separate and independent debt.


 


Section
10.13 Headings. Section headings herein are included herein for convenience of reference only
and shall not constitute a part hereof for any other purpose or be given any substantive effect.


 






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Section
10.14 APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) THEREOF.


 


Section
10.15 CONSENT TO JURISDICTION. (a) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY LOAN PARTY
ARISING OUT OF OR RELATING HERETO OR ANY OTHER LOAN DOCUMENT, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY, AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH LOAN
PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE
JURISDICTION AND VENUE OF SUCH COURTS, (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, (III) AGREES THAT SERVICE OF
ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO
THE APPLICABLE LOAN PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.01, WHICH IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE APPLICABLE LOAN PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING
SERVICE IN EVERY RESPECT, AND (IV) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION.


 


(a) EACH
LOAN PARTY HEREBY AGREES THAT PROCESS MAY BE SERVED ON IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE ADDRESSES PERTAINING
TO IT AS SPECIFIED IN SECTION 10.01. ANY AND ALL SERVICE OF PROCESS AND ANY OTHER NOTICE IN ANY SUCH ACTION, SUIT, OR PROCEEDING
SHALL BE EFFECTIVE AGAINST ANY LOAN PARTY IF GIVEN BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY ANY OTHER MEANS
OR MAIL WHICH REQUIRES A SIGNED RECEIPT, POSTAGE PREPAID, MAILED AS PROVIDED ABOVE.


 


Section
10.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS
BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER
WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION
10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS, OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO
THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.


 






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Section
10.17 Confidentiality. Each Agent and Lender agrees to maintain the confidentiality of all non-public
information regarding Ultimate Parent, Global Parent, the Loan Parties and their Subsidiaries and their businesses identified
as such by any Borrower or any of such Persons and obtained by such Lender from Ultimate Parent, Global Parent or any other
Loan Party or their Subsidiaries pursuant to the requirements hereof in accordance with such Lender’s customary
procedures for handling confidential information of such nature, it being understood and agreed by Borrower that, in any
event, any Agent or Lender may make (a) disclosures of such information to Affiliates of such Agent or Lender and to
their agents, advisors, directors, and shareholders (and to other persons authorized by a Lender or Agent to organize,
present, or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17)
who are directly involved with Loan Documents and related transactions and for whom the applicable Agent or Lender shall be
responsible for any breach of this Section by such Persons (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such information and instructed to keep such information confidential),
(b) disclosures of such information reasonably required by any bona fide or potential assignee, transferee, or
participant in connection with the contemplated assignment, transfer, or participation by any such Lender of any Loans or any
participations therein, (c) disclosure to any rating agency when required by it; provided, that prior to any
disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information
relating to the Ultimate Parent, Global Parent or any other Loan Party and their Subsidiaries received by it from any of
Agents or any Lender, (d) disclosure to any Lender’s financing sources; provided, that prior to any
disclosure, such financing source is informed of the confidential nature of the information and instructed to keep such
information confidential; provided, further, that the applicable Lender shall be responsible for any breach of
this Section by such financing sources, (e) disclosures of such information to any investors and partners of any Lender; provided,
that prior to any disclosure, such investor or partner is informed of the confidential nature of the information and
instructed to keep such information confidential; provided, further, that the applicable Lender shall be
responsible for any breach of this Section by such investors or partners, (f) disclosure required or requested in
connection with any public filings, whether pursuant to any securities laws or regulations or rules promulgated therefor
(including the Investment Company Act of 1940 or otherwise) or representative thereof or by the National Association of
Insurance Commissioners (and any successor thereto) or pursuant to legal or judicial process; provided, that unless
specifically prohibited by applicable law or court order, each Agent and Lender shall make reasonable efforts to notify
Borrower of any request by any Governmental Authority or representative thereof (other than any such request in connection
with any examination of the financial condition or other routine examination of such Lender by such Governmental Authority)
for disclosure of any such non-public information prior to disclosure of such information, (g) disclosures of such
information to the extent any such information becomes publicly available other than by reason of disclosure by any Agents or
Lenders, any Affiliates of the Agents or Lenders, or any officers, directors, agents, employees, attorneys, accountants, or
advisors of any Agents or Lenders or of any Affiliates of any Agents or Lenders, in breach of this Agreement, or to the
extent any such information is developed independently by any such Persons, (h) to the extent not known by us to consist
of material non-public information, (i) for purposes of establishing a “due diligence” defense or to
exercise rights or remedies hereunder or under any other Loan Document, and (j) solely with and to the extent of the
Borrower’s consent therefor, disclosures of any information to any Person. Notwithstanding the foregoing, on or after
the Closing Date, Administrative Agent may, at its own expense, issue news releases and publish “tombstone”
advertisements and other announcements relating to this transaction in newspapers, trade journals, and other appropriate
media (which may include use of logos of one or more of the Loan Parties) (collectively, “Trade
Announcements”). No Loan Party shall issue any Trade Announcement except (y) disclosures required by
applicable law, regulation, legal process, or the rules of the Securities and Exchange Commission, or (z) with the prior
approval of Administrative Agent.


 






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Section
10.18 Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest
rate charged or agreed to be paid with respect to any of the Obligations, including all charges or fees in connection therewith
deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined
without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount
of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals
the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all
times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking
into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if
the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law,
Borrower shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount
of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing,
it is the intention of Lenders and Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts
for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess
shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount
of the Loans made hereunder or be refunded to Borrower. In determining whether the interest contracted for, charged, or received
by Administrative Agent or a Lender exceeds the Highest Lawful Rate, such Person may, to the extent permitted by applicable law,
(a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount
of interest, throughout the contemplated term of the Obligations hereunder.


 


Section
10.19 Counterparts. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and
the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic
means shall be effective as delivery of an original counterpart of this Agreement.


 


Section
10.20 Effectiveness. This Agreement shall become effective upon the execution of a counterpart
hereof by each of the parties hereto and receipt by Borrower and each Agent of written or telephonic notification of such execution
and authorization of delivery thereof.


 






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Section
10.21 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement, or understanding among any such parties,
each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent
such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and
consents to, and acknowledges and agrees to be bound by:


 


(a) the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution, and


 


(b) the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i) a
reduction in full or in part or cancellation of any such liability,


 


(ii) a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document, or


 


(iii) the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution
Authority.


 


Section
10.22 PATRIOT Act Notice. Each Lender and Agent (for itself and not on behalf of any Lender)
hereby notifies the Loan Parties that pursuant to the requirements of the PATRIOT Act, it may be required to obtain, verify, and
record information that identifies each Loan Party , which information includes the name and address of such Persons and other
information that will allow such Lender or Agent, as applicable, to identify such Person in accordance with the PATRIOT Act.


 


Section
10.23 Consent to Intercreditor Agreement. Each Lender, by its acceptance of the benefits of
the Collateral Documents creating Liens to secure the Obligations:


 


(a) acknowledges
that it has received a copy of the Intercreditor Agreement and is satisfied with the terms and provisions thereof;


 


(b) (a)
authorizes and instructs Collateral Agent to (i) enter into the Intercreditor Agreement, as Collateral Agent and on behalf of such
Lender, (ii) to exercise all of Collateral Agent’s rights and to comply with all of its obligations under the Intercreditor
Agreement and to take all other actions necessary to carry out the provisions and intent thereof and (iii) to take actions on its
behalf in accordance with the terms of the Intercreditor Agreement;


 


(c) (b)
agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement as if it was
a signatory thereto;


 






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(d) (c)
consents to the treatment of Liens provided for under the Intercreditor Agreement and in furtherance thereof authorizes the Collateral
Agent to subordinate the liens on the Collateral securing the Obligations (other than liens on Term Priority Collateral (as defined
in the Intercreditor Agreement)) in accordance with the terms set forth in the Intercreditor Agreement;


 


(e) (d)
authorizes and directs Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further
consent or authorization from such Lender, any amendments, supplements or other modifications of the Intercreditor Agreement that
the Borrowers may from time to time request to give effect to any incurrence, amendment, or refinancing of any Indebtedness incurred
pursuant to clause (j) of Permitted Indebtedness; and


 


(f) (e)
agrees that no Lender shall have any right of action whatsoever against Collateral Agent as a result of any action taken by Collateral
Agent pursuant to this Section 10.23 or in accordance with the terms of the Intercreditor Agreement.


 


Section
10.24 Intercreditor Agreement Governs. This Agreement and the other Loan Documents are subject
to the terms and conditions set forth in the Intercreditor Agreement in all respects and, in the event of any conflict between
the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern. Notwithstanding
anything herein to the contrary, the lien and security interest granted to the Collateral Agent or any GACP Facility Agent, as
applicable, pursuant to any Loan Document or GACP Facility Loan Document, and the exercise of any right or remedy in respect of
the Collateral by the Agent or any GACP Facility Agent, as applicable hereunder, under any other Loan Document, or under the GACP
Credit Agreement and any other agreement entered into in connection therewith are subject to the provisions of the Intercreditor
Agreement and in the event of any conflict between the terms of the Intercreditor Agreement, this Agreement, any other Loan Document,
the GACP Credit Agreement and any other agreement entered into in connection therewith, the terms of the Intercreditor Agreement
shall govern and control with respect to the exercise of any such right or remedy or the Loan Parties’ covenants and obligations.


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized
as of the date first written above.


 


	FRANCHISE GROUP NEW HOLDCO, LLC, 	 
	as Global Parent and as a Guarantor	 
	 	 	 
	By:	                           	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	FRANCHISE GROUP INTERMEDIATE HOLDCO, LLC,	 
	as Lead Borrower and as a Guarantor	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	FRANCHISE GROUP MERGER SUB AF, INC., 	 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	AMERICAN FREIGHT GROUP, INC., 	 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	 	 
	Name:  	 	 
	Title: 	 	 



 


 






    


     


    

 


	AMERICAN FREIGHT HOLDINGS, INC., 	 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	                      	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	AMERICAN FREIGHT, INC., 	 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	AMERICAN FREIGHT MANAGEMENT COMPANY, LLC, 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	FRANCHISE GROUP INTERMEDIATE B, LLC, 	 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	BUDDY’S NEWCO, LLC, 	 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	 	 
	Name:  	 	 
	Title: 	 	 



 






    


     


    

 


	BUDDY’S FRANCHISING AND LICENSING LLC, 	 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	                     	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	FRANCHISE GROUP INTERMEDIATE S, LLC, 	 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	FRANCHISE GROUP NEWCO S, LLC, 	 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	BUDDY’S DISCOUNT OUTLET FRANCHISING, LLC, 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	SEARS OUTLET STORES, L.L.C., 	 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	OUTLET MERCHANDISE, LLC, 	 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	 	 
	Name:  	 	 
	Title: 	 	 



 






    


     


    

 


	LEASING OPERATIONS, LLC, 	 
	as a Borrower and as a Guarantor	 
	 	 	 
	By:	                   	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	FRANCHISE GROUP INTERMEDIATE L, LLC 	 
	as Liberty/Revolution Top Parent and as a Guarantor
	 	 	 
	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	FRANCHISE GROUP INTERMEDIATE V, LLC, 	 
	as Vitamin Top Parent and as a Guarantor	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	FRANCHISE GROUP NEWCO V, LLC, 	 
	as Vitamin Intermediate Parent and as a Guarantor	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	GACP FINANCE CO., LLC, 	 
	as Administrative Agent and Collateral Agent 	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 
	 	 	 
	GACP II, LP, 	 
	as a Lender 	 
	 	 	 
	By:	 	 
	Name:  	 	 
	Title:	 	 



 



    


     


    




 


APPENDIX A

TO CREDIT AGREEMENT


 


Term Loan Commitments


 


	Lender	 	Aggregate Term Loan Commitments	 
	GACP II, LP	 	$	100,000,000	 
	TOTAL	 	$	100,000,000	 



 


 



    


     


    

 


APPENDIX B

TO CREDIT AGREEMENT


 


Notice Addresses


 


If to any Loan Party:


 


FRANCHISE GROUP NEW HOLDCO, LLC

c/o Vintage Capital Management

4705 S. Apopka Vineland Road, Suite 206

Orlando, FL 32819

Attention: Brian Kahn

Facsimile: (208) 728-8007

Email: bkahn@vintcap.com


 


in each case, with a copy (which shall
not constitute notice) to:


 


FRANCHISE GROUP NEW HOLDCO, LLC

c/o Franchise Group, Inc.

1716 Corporate Landing Pkwy

Virginia Beach, VA 23454

Attention: Michael Piper, Chief Financial Officer

Email: Msp@libtax.com


 


WILLKIE FARR & GALLAGHER LLP

787 Seventh Avenue

New York, NY 10019

Attention: David Tarr, Esq.

Facsimile: (212) 728-9241

Email: dtarr@willkie.com


 






    


     


    

 


If to Administrative Agent, Collateral Agent or any Lender:


 


c/o GACP FINANCE CO., LLC, as Administrative Agent


 


Administrative Agent’s and Collateral Agent’s Principal
Office:


GACP FINANCE CO., LLC


11100 Santa Monica Blvd., Suite 800


Los Angeles, California 90025


Attn: Robert Louzan 


Telephone No.: (203) 663-5101 


Telecopy No.: (310) 966-1448 


Email: rlouzan@gacapitalpartners.com


 




in each case, with a copy (which shall not constitute notice) to: 


SIDLEY AUSTIN LLP 


787 Seventh Avenue 


New York, NY 10019 


Attention: Leslie Plaskon 


Telephone No.: (212) 839-5572 


Telecopy No.: (212) 839-5599 


Email: lplaskon@sidley.com