Exhibit 10.1


 


EXECUTION VERSION


 





 



  


 





 


AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of


 


April 18, 2022


 


among


 


CLARUS CORPORATION,

BLACK DIAMOND RETAIL, INC., BLACK DIAMOND RETAIL - ALASKA, LLC,

SIERRA BULLETS, L.L.C., SKINOURISHMENT, LLC,

BLACK DIAMOND RETAIL – COLORADO, LLC,

BLACK DIAMOND RETAIL – MONTANA, LLC,

BLACK DIAMOND RETAIL – WYOMING, LLC, BARNES BULLETS – MONA, LLC,

BLACK DIAMOND RETAIL – OREGON, LLC, and

BLACK DIAMOND RETAIL – VERMONT, LLC,

as Borrowers,


 


The other Loan Parties Party Hereto,


 


The Lenders Party Hereto,


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,


 


U.S. BANK NATIONAL ASSOCIATION,

as Syndication Agent,


 


and


 


REGIONS BANK,

as Documentation Agent


 





 



 


JPMORGAN CHASE BANK, N.A. and 


BANK OF AMERICA, N.A., as

as Joint Bookrunners and Joint Lead Arrangers


 





 



 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	ARTICLE I	DEFINITIONS	2




 


	SECTION 1.01.	Defined Terms	2
	 	 	 
	SECTION 1.02.	Classification of Loans and
    Borrowings	44
	 	 	 
	SECTION 1.03.	Terms Generally	45
	 	 	 
	SECTION 1.04.	Accounting Terms; GAAP	45
	 	 	 
	SECTION 1.05.	Currency Translations; Currency
    Matters	46
	 	 	 
	SECTION 1.06.	Status of Obligations	47
	 	 	 
	SECTION 1.07.	Interest Rates; Benchmark Notification	47
	 	 	 
	SECTION 1.08.	Letters of Credit	47
	 	 	 
	SECTION 1.09.	Divisions	48
	 	 	 
	SECTION 1.10.	Pro Forma Adjustments	48
	 	 	 
	SECTION 1.11.	Amendment and Restatement	48
	 	 	 
	SECTION 1.12.	Conversion of Non-Global Revolving
    Commitments	50




 


	ARTICLE II	THE CREDITS	51




 


	SECTION 2.01.	Commitments	51
	 	 	 
	SECTION 2.02.	Loans and Borrowings	51
	 	 	 
	SECTION 2.03.	Requests for Borrowings	52
	 	 	 
	SECTION 2.04.	Determination of Dollar Amounts	53
	 	 	 
	SECTION 2.05.	Swingline Loans	53
	 	 	 
	SECTION 2.06.	Letters of Credit	54
	 	 	 
	SECTION 2.07.	Funding of Borrowings	60
	 	 	 
	SECTION 2.08.	Interest Elections	60
	 	 	 
	SECTION 2.09.	Termination or Reduction of
    Commitments; Increase in Commitments	62
	 	 	 
	SECTION 2.10.	Repayment and Amortization of
    Loans; Evidence of Debt	65
	 	 	 
	SECTION 2.11.	Prepayment of Loans	66
	 	 	 
	SECTION 2.12.	Fees	67
	 	 	 
	SECTION 2.13.	Interest	68
	 	 	 
	SECTION 2.14.	Alternate Rate of Interest	69



 






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	SECTION 2.15.	Increased Costs	72
	 	 	 
	SECTION 2.16.	Break Funding Payments	73
	 	 	 
	SECTION 2.17.	Withholding of Taxes; Gross-Up	74
	 	 	 
	SECTION 2.18.	Payments Generally; Allocation
    of Proceeds; Sharing of Set-offs	77
	 	 	 
	SECTION 2.19.	Mitigation Obligations; Replacement
    of Lenders	80
	 	 	 
	SECTION 2.20.	Defaulting Lenders	81
	 	 	 
	SECTION 2.21.	Returned Payments	83
	 	 	 
	SECTION 2.22.	Banking Services and Swap Agreements	83




 


	ARTICLE III	REPRESENTATIONS
    AND WARRANTIES	84




 


	SECTION 3.01.	Organization; Powers	84
	 	 	 
	SECTION 3.02.	Authorization; Enforceability	84
	 	 	 
	SECTION 3.03.	Governmental Approvals; No Conflicts	84
	 	 	 
	SECTION 3.04.	Financial Condition; No Material
    Adverse Change	84
	 	 	 
	SECTION 3.05.	Properties	84
	 	 	 
	SECTION 3.06.	Litigation and Environmental
    Matters	85
	 	 	 
	SECTION 3.07.	Compliance with Laws and Agreements;
    No Default	85
	 	 	 
	SECTION 3.08.	Investment Company Status	85
	 	 	 
	SECTION 3.09.	Taxes	85
	 	 	 
	SECTION 3.10.	ERISA	85
	 	 	 
	SECTION 3.11.	Disclosure	86
	 	 	 
	SECTION 3.12.	Material Agreements	86
	 	 	 
	SECTION 3.13.	Solvency	86
	 	 	 
	SECTION 3.14.	Insurance	87
	 	 	 
	SECTION 3.15.	Capitalization and Subsidiaries	87
	 	 	 
	SECTION 3.16.	Security Interest in Collateral	87
	 	 	 
	SECTION 3.17.	Employment Matters	87
	 	 	 
	SECTION 3.18.	Federal Reserve Regulations	88
	 	 	 
	SECTION 3.19.	Use of Proceeds	88
	 	 	 
	SECTION 3.20.	No Burdensome Restrictions	88
	 	 	 
	SECTION 3.21.	Anti-Corruption Laws and Sanctions	88



 






    ii


     


    




	 	 	 
	SECTION 3.22.	Common Enterprise	88
	 	 	 
	SECTION 3.23.	Affected Financial Institutions	88
	 	 	 
	SECTION 3.24.	Carrying on Business; Assets	88




 


	ARTICLE IV	CONDITIONS	89




 


	SECTION 4.01.	Effective Date	89
	 	 	 
	SECTION 4.02.	Each Credit Event	92




 


	ARTICLE V	AFFIRMATIVE COVENANTS	92




 


	SECTION 5.01.	Financial Statements;
    Other Information	92
	 	 	 
	SECTION 5.02.	Notices of Material Events	95
	 	 	 
	SECTION 5.03.	Existence; Conduct of Business	96
	 	 	 
	SECTION 5.04.	Payment of Obligations	96
	 	 	 
	SECTION 5.05.	Maintenance of Properties	96
	 	 	 
	SECTION 5.06.	Books and Records; Inspection
    Rights	96
	 	 	 
	SECTION 5.07.	Compliance with Laws and Material
    Contractual Obligations	97
	 	 	 
	SECTION 5.08.	Use of Proceeds	97
	 	 	 
	SECTION 5.09.	Accuracy of Information	98
	 	 	 
	SECTION 5.10.	Insurance	98
	 	 	 
	SECTION 5.11.	Casualty and Condemnation	98
	 	 	 
	SECTION 5.12.	Depository Banks	98
	 	 	 
	SECTION 5.13.	Additional Collateral; Further
    Assurances	98
	 	 	 
	SECTION 5.14.	Other Debt	100
	 	 	 
	SECTION 5.15.	Real Estate Requirements	101
	 	 	 
	SECTION 5.16.	Post-Closing Requirements	102




 


	ARTICLE VI	NEGATIVE COVENANTS	102




 


	SECTION 6.01.	Indebtedness	102
	 	 	 
	SECTION 6.02.	Liens	105
	 	 	 
	SECTION 6.03.	Fundamental Changes	106
	 	 	 
	SECTION 6.04.	Investments, Loans, Advances,
    Guarantees and Acquisitions	107
	 	 	 
	SECTION 6.05.	Asset Sales	109
	 	 	 
	SECTION 6.06.	Sale and Leaseback Transactions	110



 






    iii


     


    




	 	 	 
	SECTION 6.07.	Swap Agreements	111
	 	 	 
	SECTION 6.08.	Restricted Payments; Certain
    Payments of Indebtedness	111
	 	 	 
	SECTION 6.09.	Transactions with Affiliates	112
	 	 	 
	SECTION 6.10.	Restrictive Agreements	112
	 	 	 
	SECTION 6.11.	Amendment of Material Documents	112
	 	 	 
	SECTION 6.12.	Consolidated Total Leverage
    Ratio	112
	 	 	 
	SECTION 6.13.	Consolidated Fixed Charge Coverage
    Ratio	113




 


	ARTICLE VII	EVENTS OF DEFAULT	113
	 	 	 
	ARTICLE VIII	THE ADMINISTRATIVE AGENT	117




 


	SECTION 8.01.	Appointment	117
	 	 	 
	SECTION 8.02.	Rights as a Lender, Etc.	119
	 	 	 
	SECTION 8.03.	Posting of Communications	119
	 	 	 
	SECTION 8.04.	Duties and Obligations	121
	 	 	 
	SECTION 8.05.	Reliance	122
	 	 	 
	SECTION 8.06.	Actions through Sub-Agents	122
	 	 	 
	SECTION 8.07.	Resignation	122
	 	 	 
	SECTION 8.08.	Non-Reliance	123
	 	 	 
	SECTION 8.09.	Credit Bidding	124
	 	 	 
	SECTION 8.10.	Certain ERISA Matters	125
	 	 	 
	SECTION 8.11.	Not Partners or Co-Venturers;
    Administrative Agent as Representative of the Secured Parties	126
	 	 	 
	SECTION 8.12.	Flood Laws	127
	 	 	 
	SECTION 8.13.	Payments	127




 


	ARTICLE IX	MISCELLANEOUS	128




 


	SECTION 9.01.	Notices	128
	 	 	 
	SECTION 9.02.	Waivers; Amendments	130
	 	 	 
	SECTION 9.03.	Expenses; Indemnity; Damage
    Waiver	133
	 	 	 
	SECTION 9.04.	Successors and Assigns	135
	 	 	 
	SECTION 9.05.	Survival	139
	 	 	 
	SECTION 9.06.	Counterparts; Integration; Effectiveness;
    Electronic Execution	139



 






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	SECTION 9.07.	Severability	140
	 	 	 
	SECTION 9.08.	Right of Setoff	141
	 	 	 
	SECTION 9.09.	Governing Law; Jurisdiction;
    Consent to Service of Process	141
	 	 	 
	SECTION 9.10.	WAIVER OF JURY TRIAL	142
	 	 	 
	SECTION 9.11.	Headings	142
	 	 	 
	SECTION 9.12.	Confidentiality	143
	 	 	 
	SECTION 9.13.	Several Obligations; Nonreliance;
    Violation of Law	143
	 	 	 
	SECTION 9.14.	USA PATRIOT Act	144
	 	 	 
	SECTION 9.15.	Disclosure	144
	 	 	 
	SECTION 9.16.	Appointment for Perfection	144
	 	 	 
	SECTION 9.17.	Interest Rate Limitation	144
	 	 	 
	SECTION 9.18.	Marketing Consent	144
	 	 	 
	SECTION 9.19.	Acknowledgement and Consent
    to Bail-In of Affected Financial Institutions	144
	 	 	 
	SECTION 9.20.	No Fiduciary Duty, etc.	145




 


	ARTICLE X	LOAN GUARANTY	146




 


	SECTION 10.01.	Guaranty	146
	 	 	 
	SECTION 10.02.	Guaranty of Payment	146
	 	 	 
	SECTION 10.03.	No Discharge or Diminishment
    of Loan Guaranty	146
	 	 	 
	SECTION 10.04.	Defenses Waived	147
	 	 	 
	SECTION 10.05.	Rights of Subrogation	147
	 	 	 
	SECTION 10.06.	Reinstatement; Stay of Acceleration	147
	 	 	 
	SECTION 10.07.	Information	148
	 	 	 
	SECTION 10.08.	Release of Subsidiary Guarantors	148
	 	 	 
	SECTION 10.09.	Taxes	148
	 	 	 
	SECTION 10.10.	Maximum Liability	148
	 	 	 
	SECTION 10.11.	Contribution	149
	 	 	 
	SECTION 10.12.	Liability Cumulative	149
	 	 	 
	SECTION 10.13.	Keepwell	149
	 	 	 
	SECTION 10.14.	Acknowledgement Regarding Any
    Supported QFCs	150
	 	 	 
	SECTION 10.15.	Joint and Several	150




 






    v


     


    

 


	ARTICLE XI	THE BORROWER REPRESENTATIVE	151




 


	SECTION 11.01.	Appointment; Nature
    of Relationship	151
	 	 	 
	SECTION 11.02.	Powers	151
	 	 	 
	SECTION 11.03.	Employment of Agents	152
	 	 	 
	SECTION 11.04.	Intentionally Omitted	152
	 	 	 
	SECTION 11.05.	Successor Borrower Representative	152
	 	 	 
	SECTION 11.06.	Execution of Loan Documents	152




 


	ARTICLE XII	COLLECTION ALLOCATION
    MECHANISM	152




 


	SCHEDULES:
	Commitment Schedule
	Schedule 2.06 –
    Existing Letters of Credit
	Schedule 3.05 -- Properties
	Schedule 3.12 –
    Material Agreements
	Schedule 3.14 -- Insurance
	Schedule 3.15 – Capitalization and Subsidiaries

    Schedule 5.16 – Post-Closing Requirements

	Schedule 6.01 -- Existing
    Indebtedness
	Schedule 6.02 -- Existing
    Liens
	Schedule 6.04 -- Existing
    Investments
	Schedule 6.10 -- Existing
    Restrictions
	 
	EXHIBITS:
	Exhibit A – Form of
    Assignment and Assumption 
	Exhibit B – Form of
    Borrowing Request 
	Exhibit C – Form of
    Interest Election Request 
	Exhibit D – Form of
    Joinder Agreement 
	Exhibit E – Form of
    Compliance Certificate 
	Exhibit F – Form of
    Instrument of Adherence


 






    vi


     


    

 


AMENDED AND RESTATED CREDIT
AGREEMENT dated as of April 18, 2022 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)
among CLARUS CORPORATION, a Delaware corporation (the “Company”), BLACK DIAMOND RETAIL, INC., a Delaware corporation
(“BDR”), BLACK DIAMOND RETAIL – ALASKA, LLC, a Delaware limited liability company (“BDR-AK”),
SIERRA BULLETS, L.L.C., a Delaware limited liability company (“Sierra”), SKINOURISHMENT, LLC, a Delaware limited liability
company (“Skin”), BLACK DIAMOND RETAIL – COLORADO, LLC, a Delaware limited liability company (“BDR-CO”),
BLACK DIAMOND RETAIL – MONTANA, LLC, a Delaware limited liability company (“BDR-MO”), BLACK DIAMOND RETAIL –
WYOMING, LLC, a Delaware limited liability company (“BDR-WY”), BARNES BULLETS – MONA, LLC, a Delaware limited
liability company (“Barnes”), BLACK DIAMOND RETAIL – OREGON, LLC, a Delaware limited liability company (“BDR-OR”),
and BLACK DIAMOND RETAIL – VERMONT, LLC, a Delaware limited liability company (“BDR-VT”, and together with the
Company, BDR, BDR-AK, Sierra, Skin, BDR-CO, BDR-MO, BDR-WY, Barnes and BDR-OR and any other Person that joins this Agreement as a Borrower
in accordance with the terms hereof, are referred to hereinafter each individually as a “Borrower”, and individually
and collectively, jointly and severally, as the “Borrowers”), the other Loan Parties party hereto, the Lenders party
hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


WHEREAS,
the Company, the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder,
are currently party to the Credit Agreement, dated as of May 3, 2019 (as amended, supplemented or otherwise modified prior
to the Effective Date, the “Existing Credit Agreement”);


 


WHEREAS,
the Company, the other Loan Parties party hereto, the Lenders party hereto and the Administrative Agent have agreed to enter into
this Agreement in order to (i) amend and restate the Existing Credit Agreement in its entirety, (ii) provide for an increase
of the commitments under the existing revolving facility under the Existing Credit Agreement and extend the maturity date in respect
thereof, (iii) provide for new term loans to be made hereunder, (iv) re-evidence the “Obligations” under, and as
defined in, the Existing Credit Agreement, which shall be repayable in accordance with the terms of this Agreement, and (v) set
forth the terms and conditions under which the Lenders will, from time to time, make loans and extend other financial accommodations
to or for the benefit of the Borrowers;


 


WHEREAS,
it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the
parties under the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities,
but that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations and liabilities
of the Borrowers and the Subsidiaries outstanding thereunder, which shall be payable in accordance with the terms hereof; and


 


WHEREAS,
it is also the intent of the Company and the other Loan Parties party hereto to confirm that all obligations under the applicable
 “Loan Documents” (as referred to and defined in the Existing Credit Agreement) shall continue in full force and effect as
modified or restated by the Loan Documents (as referred to and defined herein) and that, from and after the Effective Date, all references
to the “Credit Agreement” contained in any such existing “Loan Documents” shall be deemed to refer to this Agreement;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree that the Existing Credit
Agreement is hereby amended and restated as follows:


 






    


     


    

 


ARTICLE I


 


DEFINITIONS


 


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


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at
a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars.


 


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


 


“Additional Lender”
has the meaning assigned to such term in Section 2.09(d).


 


“Adjusted AUD Rate”
means, with respect to any Term Benchmark Borrowing denominated in Australian Dollars for any Interest Period, an interest rate per annum
equal to (a) the AUD Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that, if the
Adjusted AUD Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes
of this Agreement.


 


“Adjusted CDOR Rate”
means, with respect to any Term Benchmark Borrowing denominated in Canadian Dollars for any Interest Period, an interest rate per annum
equal to (a) the CDOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that, if
the Adjusted CDOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes
of this Agreement.


 


“Adjusted Covenant
Period” has the meaning assigned to such term in Section 6.12.


 


“Adjusted
Daily Simple SOFR” means, with respect to any RFR Borrowing, an interest rate per annum equal to (a) Daily Simple SOFR,
plus (b) 0.10%; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such
rate shall be deemed to be equal to the Floor for the purposes of this Agreement.


 


“Adjusted EURIBOR
Rate” means, with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per
annum equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided
that, if the Adjusted EURIBOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor
for the purposes of this Agreement.


 


“Adjusted NZD Rate”
means, with respect to any Term Benchmark Borrowing denominated in New Zealand Dollars for any Interest Period, an interest rate per
annum equal to (a) the NZD Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that,
if the Adjusted NZD Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes
of this Agreement.


 


“Adjusted Term SOFR
Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period or for any ABR Borrowing
based on the Adjusted Term SOFR Rate, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus
(b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be
deemed to be equal to the Floor for the purposes of this Agreement.


 






    2


     


    

 


“Administrative
Agent” means JPMorgan Chase Bank, N.A. (or any of its designated branch offices or affiliates), in its capacity as administrative
agent and security trustee (where applicable) for the Lenders hereunder.


 


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


 


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


 


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


 


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


 


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


 


“Aggregate Revolving
Commitment” means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased or reduced from
time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Revolving Commitment is $250,000,000.


 


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


 


“Agreed Currencies”
means (i) Dollars and (ii) each Foreign Currency.


 


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


 


“Allocable Amount”
has the meaning assigned to such term in Section 10.11(b).


 


“ALTA”
means the American Land Title Association.


 


“Alternate Base
Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
NYFRB Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted Term SOFR Rate for a one-month Interest
Period in Dollars as published two (2) U.S. Government Securities Business Days prior to such day (or if such day is not a Business
Day, the immediately preceding Business Day that is also a U.S. Government Securities Business Day) plus 1%; provided that for
the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately
5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term
SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate,
the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate,
the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest
pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)),
then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference
to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be
less than 1.00% per annum, such rate shall be deemed to be 1.00% per annum for purposes of this Agreement.


 






    3


     


    




 


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


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of its Affiliates from time
to time concerning or relating to bribery or corruption.


 


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


 


“Applicable
Percentage” means, at any time, (a) with respect to any Revolving Lender, a percentage equal to a fraction the numerator
of which is such Lender’s Revolving Commitment at such time and the denominator of which is the Aggregate Revolving Commitments
at such time (provided that, if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined
based upon such Lender’s share of the Aggregate Revolving Exposure at such time); provided that, in accordance with Section 2.20,
so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Revolving Commitment shall be disregarded in the calculations
under clause (a) above, and (b) with respect to any Term Lender, a percentage equal to a fraction the numerator of which is
the aggregate outstanding principal amount of the Term Loans of such Lender at such time and the denominator of which is the aggregate
outstanding principal amount of the Term Loans of all Term Lenders at such time; provided that, in accordance with Section 2.20,
so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Term Loans shall be disregarded in the calculations
under clause (b) above. Notwithstanding the foregoing, any reference to “Applicable Percentage” relating to Revolving
Loans and LC Exposure denominated in any Foreign Currency or any costs, expenses, fees or other amounts related to any of the foregoing,
shall be calculated excluding the Revolving Commitments and Revolving Exposure of the Non-Global Lenders.


 


“Applicable Rate”
means, for any day, with respect to any ABR Loan, Canadian Prime Loan, Term Benchmark Loan or RFR Loan, or with respect to the commitment
fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR and Canadian Prime
Spread”, “Term Benchmark and RFR Spread” or “Commitment Fee Rate”, as the case may be, based upon the Consolidated
Total Leverage Ratio measured on a trailing twelve month basis, as of the most recent determination date; provided that, until
the delivery to the Administrative Agent of the Company’s consolidated financial statements and related Compliance Certificate
delivered pursuant to Section 5.01 for the fiscal quarter ending June 30, 2022, the “Applicable Rate” shall be
the applicable rates per annum set forth below in Category 2:


 


	Consolidated Total 

    Leverage Ratio	 	Term 
 Benchmark
    
 and RFR 
 Spread	 	 	ABR and 

    Canadian 
 Prime Spread	 	 	Commitment 

    Fee Rate	 
	Category
                                            1

                                                                                < 1.50
                                            to 1.00
	 	 	1.500	%	 	 	0.500	%	 	 	0.15	%
	Category
                                            2

                                                                                ≥ 1.50
                                            to 1.00 and < 2.50 to 1.00
	 	 	1.875	%	 	 	0.875	%	 	 	0.20	%
	Category
                                            3

                                                                                ≥ 2.50
                                            to 1.00 and < 3.50 to 1.00
	 	 	2.250	%	 	 	1.250	%	 	 	0.25	%
	Category
                                            4

                                                                                ≥ 3.50
                                            to 1.00
	 	 	2.625	%	 	 	1.625	%	 	 	0.30	%



 






    4


     


    

 


For purposes of the foregoing
Categories, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of the Company based upon the Company’s
annual or monthly (that is a quarter end) consolidated financial statements and related Compliance Certificate delivered pursuant to
Section 5.01 and (b) each change in the Applicable Rate resulting from a change in the Consolidated Total Leverage Ratio shall
be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated financial
statements and related Compliance Certificate indicating such change and ending on the date immediately preceding the effective date
of the next such change, provided that the Consolidated Total Leverage Ratio shall be deemed to be in Category 4 at the option
of the Administrative Agent or at the request of the Required Lenders if the Company fails to deliver the annual or monthly (that is
a quarter end) consolidated financial statements or related Compliance Certificate required to be delivered by it pursuant to Section 5.01,
during the period from the expiration of the time for delivery thereof until such consolidated financial statements and related Compliance
Certificate are delivered.


 


If at any time the Administrative
Agent reasonably determines that the financial statements upon which the Applicable Rate was determined were incorrect (whether based
on a restatement, fraud or otherwise), or any ratio or compliance information in a Compliance Certificate or other certification was
incorrectly calculated, relied on incorrect information or was otherwise not accurate, true or correct, (x) if the Applicable Rate
would have been higher for such period, the Borrowers shall be required to retroactively pay any additional amount that the Borrowers
would have been required to pay if such financial statements, Compliance Certificate or other information had been accurate and/or computed
correctly at the time they were delivered and (y) if the Applicable Rate would have been lower for such period, the Administrative
Agent shall credit the Borrowers on future interest payments on behalf of the applicable Lenders the difference between the amount that
would have accrued and been due and payable and the amount actually paid in respect of such period.


 


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


 


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


 


“Arranger”
means each of JPMorgan Chase Bank, N.A. and Bank of America, N.A., in its capacity as sole bookrunner and sole lead arranger for the
credit facilities evidenced by this Agreement.


 


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


 


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


 






    5


     


    

 


“AUD Rate”
means, with respect to any Term Benchmark Borrowing denominated in Australian Dollars and for any Interest Period, the AUD Screen Rate
at approximately 11:00 a.m., Sydney, Australia time, on the first day of such Interest Period; provided that, if the AUD
Screen Rate shall not be available at such time for such Interest Period (an “Impacted AUD Rate Interest Period”)
with respect to Australian Dollars, then the AUD Rate shall be the AUD Interpolated Rate.


 


“AUD
Screen Rate” means, for any day and time, with respect to any Term Benchmark Borrowing denominated in Australian Dollars
and for any Interest Period, the average bid reference rate administered by ASX Benchmarks Pty Limited (ACN 616 075 417) (or any other
Person that takes over the administration of such rate) for Australian Dollar bills of exchange with a tenor equal in length to such
Interest Period as displayed on page BBSY of the Reuters screen (or, in the event such rate does not appear on such Reuters page,
on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information
service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion); provided
that if, the AUD Screen Rate shall be less than the Floor, the AUD Screen Rate shall be deemed to be the Floor for purposes of this
Agreement.


 


“Augmenting Lender”
has the meaning assigned to such term in Section 2.09(d).


 


“Austria GmbH Debt
Agreement” has the meaning assigned to such term in Section 6.04(l).


 


“Australian Collateral
Documents means (a) the General Security Deed, dated as of August 30, 2021, by and among Oscar Aluminium Holdings Pty Ltd,
Oscar Aluminium Pty Ltd, Rhino-Rack Holdings Pty Ltd, Rhino Rack Australia Pty Ltd and JPMorgan Chase Bank, N.A., as Security Trustee,
(b) the General Security Deed, dated as of January 31, 2022, by and among Simpson Aluminium Pty Ltd, Maxtrax Australia Pty
Ltd, Maxtrax Pty Ltd, Maxtrax Pty Ltd as trustee of the Maxtrax Australia Trading Unit Trust and JPMorgan Chase Bank, N.A., as Security
Trustee, and (c) any other pledge or security agreement, document, deed or instrument governed by the laws of any State or territory
of Australia and entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan
Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties, as any of the foregoing may
be amended, restated, supplemented or otherwise modified from time to time.


 


“Australian Corporations
Act” means the Corporations Act 2001 (Cth).


 


“Australian Dollars” means
that lawful currency of Australia.


 


“Australian
Entity” means any Person incorporated or established under the laws of Australia (including any State or territory of Australia).


 


“Australian
Loan Party” means any Loan Party that is an Australian Entity.


 


“Australian PPSA”
means Personal Property Securities Act 2009 (Cth) and any regulations in force at any time under the PPSA, including the Personal Property
Securities Regulations 2010 (Cth).


 


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


 


“Available Revolving
Commitment” means, at any time with respect to any Revolving Lender, the Revolving Commitment of such Lender minus
the Revolving Exposure of such Lender (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its
Applicable Percentage of all outstanding Borrowings); provided that the Swingline Exposure of any Lender shall be excluded from
the Revolving Exposure of such Lender for purposes of calculating the commitment fee.


 






    6


     


    

 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor
for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof),
as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining
any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance
of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of
Section 2.14.


 


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


 


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


 


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


 


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


 


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


 


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


 






    7


     


    

 


“Benchmark”
means, initially, with respect to any (i) RFR Loan, Daily Simple SOFR or (ii) any Term Benchmark Loan denominated in any Agreed
Currency, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then
 “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior
benchmark rate pursuant to Section 2.14(b).


 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Agreed Currency other than Dollars,
 “Benchmark Replacement” shall mean the alternative set forth in (2) below:


 


(1)           in
the case of any Loan denominated in Dollars, Adjusted Daily Simple SOFR; or


 


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


 


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


 


“Benchmark Replacement
Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or
method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected
by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement
Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
syndicated credit facilities denominated in the applicable Agreed Currency at such time.


 


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


 






    8


     


    





 


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


 


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


 


(2)            in
the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark
(or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative; provided that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.


 


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


 


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


 


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


 


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


 






    	 	9	 



     


    

 


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


 


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


 


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


 


“Beneficial Owner”
means, with respect to any U.S. Federal withholding Tax, the beneficial owner, for U.S. Federal income tax purposes, to whom such Tax
relates.


 


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


 


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


 


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


 


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


 


“BIA” means
the Bankruptcy and Insolvency Act (Canada).


 


“Black Diamond”
means Black Diamond Equipment, Ltd., a Delaware corporation.


 


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


 


“Borrower”
or “Borrowers” have the respective meanings specified therefor in the preamble to this Agreement.


 


“Borrower Materials”
has the meaning assigned to such term in Section 5.01.


 


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


 


“Borrowing”
means (a) Revolving Loans of the same Type and Agreed Currency, made, converted or continued on the same date and, in the case of
Term Benchmark Loans, as to which a single Interest Period is in effect, (b) Term Loans of the same Type, made, converted or continued
on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect, and (c) a Swingline
Loan.


 






    	 	10	 



     


    

 





“Borrowing Request”
means a request by the Borrower Representative for a Borrowing in accordance with Section 2.03, which shall be substantially in the
form of Exhibit B or any other form approved by the Administrative Agent.


 


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


 


“Business Day”
means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City or Chicago; provided that
(i) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan
or an ABR Loan based on the Adjusted Term SOFR Rate, such day is a U.S. Government Securities Business Day, (ii) in relation to Loans
denominated in Euros and in relation to the calculation or computation of EURIBOR, such day is a TARGET Day and (iii) in relation
to Loans denominated in any other Agreed Currency or any interest rate settings, fundings, disbursements, settlements or payments of any
CBR Loan or CBR Borrowing, such day is a day on which dealings in the applicable Agreed Currency are carried on in the principal financial
center of such Agreed Currency.


 


“CAM” means
the mechanism for the allocation and exchange of interests in the Designated Obligations and collections thereunder established under
Article XII.


 


“CAM Exchange”
means the exchange of the Revolving Lenders’ interests provided for in Article XII.


 


“CAM Exchange Date”
means the first date on which there shall occur (a) any event referred to in clauses (h) or (i) of Section 7.01
with respect to any Borrower or (b) an acceleration of Revolving Loans pursuant to Article VII.


 


“CAM Percentage”
means, as to each Revolving Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar
Amount (determined on the basis of Exchange Rates prevailing on the CAM Exchange Date) of the Designated Obligations owed to such Revolving
Lender (whether or not at the time due and payable) on the date immediately prior to the CAM Exchange Date and (b) the denominator
shall be the Dollar Amount (as so determined) of the Designated Obligations owed to all the Revolving Lenders (whether or not at the time
due and payable) on the date immediately prior to the CAM Exchange Date.


 


“Canadian Dollars”
means the lawful currency of Canada.


 


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


 


“Canadian
Prime Rate” means, on any day, a rate per annum determined by the Administrative Agent to be the higher of (a) the rate
equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto, Ontario time on such day (or, in the
event that the PRIMCAN Index is not published by Bloomberg, any other information service that publishes such index from time to time,
as selected by the Administrative Agent in its reasonable discretion), and (b) the CDOR Rate for a one month Interest Period
at approximately 10:15 a.m., Toronto, Ontario time on such day (and, if such day is not a Business Day, then on the immediately preceding
Business Day (as adjusted by Administrative Agent after 10:15 a.m. Toronto, Ontario time to reflect any error in the posted rate
of interest or in the posted average annual rate of interest)), rounded to the nearest 1/100th of 1% (with .005% being rounded
up), plus 1% per annum; provided, that if any the above rates shall be less than 1% per annum, such rate shall be deemed to be
1% per annum for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or the CDOR Rate
shall be effective from and including the effective date of such change in the PRIMCAN Index or CDOR Rate, respectively. If the Canadian
Prime Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until
the applicable Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Canadian Prime Rate shall
be determined solely by reference to clause (a) above and shall be determined without reference to clause (b) above.


 






    	 	11	 



     


    

 


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


 


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


 


“CBR Loan”
means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.


 


“CBR Spread”
means the Applicable Rate, applicable to such Loan that is replaced by a CBR Loan.


 


“CCAA”
means the Companies’ Creditors Arrangement Act (Canada).


 


“CDOR
Rate” means, with respect to any Term Benchmark Borrowing denominated in Canadian Dollars and for any Interest Period, the CDOR
Screen Rate at approximately 10:15 a.m., Toronto, Ontario time, on the first day of such Interest Period (and, if such day
is not a Business Day, then on the immediately preceding Business Day (as adjusted by Administrative Agent after 10:15 a.m. Toronto,
Ontario time to reflect any error in the posted rate of interest or in the posted average annual rate of interest)), rounded to the nearest
1/100th of 1% (with .005% being rounded up).


 


“CDOR
Screen Rate” means, for any day and time, with respect to any Term Benchmark Borrowing denominated in Canadian Dollars
and for any Interest Period, the annual rate of interest equal to the average rate applicable to Canadian Dollar Canadian bankers’
acceptances for the applicable Interest Period that appears on such day and time on the “Reuters Screen CDOR Page” as defined
in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time (or, in the event such
rate does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the
appropriate page of such other information service that publishes such rate from time to time, as selected by the Administrative
Agent in its reasonable discretion); provided that, if the CDOR Screen Rate shall be less than the Floor, the CDOR Screen Rate
shall be deemed to be the Floor for purposes of this Agreement.


 






    	 	12	 



     


    

 


“Central Bank Rate”
means, at any time, a rate per annum equal to the sum of: (A) the greater of (i) for any Loan denominated in (a) Euro,
one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate
for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum
bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European
Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central
Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time, or (3) the
rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank
(or any successor thereto) from time to time, and (b) any other Foreign Currency, a central bank rate for such Foreign Currency as
determined by the Administrative Agent in its reasonable discretion (any reference rate described in this clause (A)(i) for any Foreign
Currency being referred to as the “CBR Reference Rate”) and (ii) the Floor; plus (B) the applicable
Central Bank Rate Adjustment. Any change in the Central Bank Rate due to a change in the CBR Reference Rate or the Central Bank Rate Adjustment
shall be effective from and including the effective date of such change in the CBR Reference Rate or the Central Bank Rate Adjustment,
respectively.


 


“Central Bank Rate
Adjustment” means for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive
or negative value or zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding such
day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBOR Rate
applicable during such period of five (5) Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the
last Business Day in such period, and (b) any other Foreign Currency, a Central Bank Rate adjustment for such Foreign Currency as
determined by the Administrative Agent in its reasonable discretion; provided that if such rate shall be less than 0.00%, such
rate shall be deemed to be 0.00%. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding
clause (B) of the definition of such term and (y) the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate on such
day at approximately the time referred to in the definition of such term for deposits in Euros for a maturity of one month.


 


“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) (other than Warren B.
Kanders, any trust under which Warren B. Kanders has control or is the primary beneficiary, Kanders GMP Holdings, LLC (so long as
(I) such entity is controlled by Warren B. Kanders and (II) is organized primarily for the purpose of making equity or
debt investments in one or more companies) or a Qualified Kanders Entity), of Equity Interests representing more than 20% of the aggregate
ordinary voting power represented by the issued and outstanding Equity Interests of the Company; (b) occupation at any time of a
majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were not (i) directors of
the Company on the date of this Agreement, (ii) nominated or appointed by the board of directors of the Company or (iii) approved
by the board of directors of the Company as director candidates prior to their election; or (c) the acquisition of direct or indirect
Control of the Company by any Person or group; or (d) the Company shall cease to own, free and clear of all Liens or other encumbrances,
directly or indirectly, at least 100% of the outstanding voting Equity Interests of the other Loan Parties on a fully diluted basis. For
purposes of this definition, a “Qualified Kanders Entity” is an entity (I) located in the U.S., (II) controlled
by Warren B. Kanders (for the avoidance of doubt, “controlled” means the power, directly or indirectly, to direct or
cause the direction of the management and policies of such entity whether by contract or otherwise), (III) organized under applicable
U.S. and state laws, (IV) not engaged, directly or indirectly, in any line of business other than (A) the businesses in which
the Loan Parties are engaged on the Effective Date, (B) the businesses that are reasonably similar, ancillary, or complementary thereto,
or a line of business that is a reasonable extension, development or expansion thereof, in each case, solely with respect to the businesses
that a Loan Party is engaged on the Effective Date, or (C) a business organized primarily for the purpose of making equity or debt
investments in one or more companies, (V) that does not violate any Anti-Corruption Laws or Sanctions applicable to such entity as
a result of the ownership, directly or indirectly, of the Equity Interests of the Company, and (VI) for which all documentation and
other information requested by the Administrative Agent in connection with satisfying applicable “know your customer” and
anti-money laundering rules and regulations, including the USA PATRIOT Act, have been delivered to the Administrative Agent.


 






    	 	13	 



     


    

 


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


 


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


 


“Class”,
when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Term Loans or Swingline Loans, (b) any Lender, refers to whether such Lender is a Revolving Lender or a Term Lender, (c) any
Revolving Lender, refers to whether such Revolving Lender is a Global Lender or Non-Global Lender, (d) any Commitment, refers to
whether such Commitment is a Revolving Commitment or a Term Loan Commitment and (e) any Revolving Commitment, refers to whether such
Revolving Commitment is a Global Revolving Commitment or a Non-Global Revolving Commitment.


 


“CME Term SOFR Administrator”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term SOFR (or a successor administrator).


 


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


 


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


 


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


 


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


 






    	 	14	 



     


    

 


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


 





“Commitment”
means, either or both of the Revolving Commitment or the Term Loan Commitment, as the context may require.


 


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


 


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


 


“Communications”
has the meaning assigned to such term in Section 8.03(c).


 


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


 


“Compliance Certificate”
has the meaning assigned to such term in Section 5.01(d).


 


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


 


“Consolidated Fixed
Charge Coverage Ratio” means, as at the end of each fiscal quarter of the Company and calculated for the period of four (4) fiscal
quarters then ending, the ratio of (a) the sum of (i) consolidated EBITDA for such period, minus (ii) Unfinanced
Capital Expenditures made during such period, minus (iii) dividends and other Restricted Payments made by the Company during
such period, minus (iv) taxes paid in cash by the Company and its Subsidiaries during such period, plus (v) the
amount of exercise price proceeds received from the exercise of stock options during such period to (b) Consolidated Total Debt Service
for such period, all calculated for the Company and its Subsidiaries calculated on a consolidated basis for such period.


 


“Consolidated Total
Assets” means, at any date, total assets of the Company and its Subsidiaries calculated on a consolidated basis as of such date.


 


“Consolidated Total
Debt Service” means, as at the end of each fiscal quarter of the Company and calculated for the period of four (4) fiscal
quarters then ending, the sum of (a) the aggregate amount of Interest Expense paid by the Company and its Subsidiaries in cash during
such period and (b) the aggregate amount of scheduled and mandatory payments in respect of the principal amount of Indebtedness made
by the Company and its Subsidiaries during such period.


 


“Consolidated Total
Indebtedness” means, at any time, the sum of (a) the aggregate principal amount of Indebtedness of the Company and its
Subsidiaries outstanding as of such date in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated
basis in accordance with GAAP, plus (b) the aggregate principal amount of Indebtedness of the Company and its Subsidiaries
outstanding as of such date that is not required to be reflected on a balance sheet in accordance with GAAP, determined on a consolidated
basis.


 


“Consolidated Total
Leverage Ratio” means the ratio, determined as of the end of each fiscal quarter of the Borrowers, of (a) Consolidated
Total Indebtedness of the Company and its Subsidiaries as of such quarter-end date minus unrestricted and unencumbered (other than Liens
in favor of the Administrative Agent) domestic cash and cash equivalents in excess of $5,000,000 that are held by Loan Parties to (b) consolidated
EBITDA of the Company and its Subsidiaries for the period of four (4) fiscal quarters ending on such date.


 






    	 	15	 



     


    

 


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


 


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


 


“Covered Entity”
means any of the following:


 


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


 


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


 


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


 


“Covered Party”
has the meaning assigned to such term in Section 10.14.


 


“Credit Exposure”
means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Exposure at such time, plus (b) an amount
equal to the aggregate principal amount of its Term Loans outstanding at such time.


 


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


 


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


 


“Daily
Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that
is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business
Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities
Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s
Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change
in SOFR without notice to the Borrowers.


 


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


 


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


 






    	 	16	 



     


    

 


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


 


“Designated Obligations”
means all obligations of the Borrowers with respect to (a) principal of and interest on the Revolving Loans, (b) participations
in Swingline Loans funded by the Revolving Lenders, (c) unreimbursed LC Disbursements and interest thereon and (d) all commitment
fees and Letter of Credit participation fees.


 


“Dividing Person”
has the meaning assigned to such term 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.


 


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


 


“Documentation Agent”
means Regions Bank, in its capacity as documentation agent for the credit facility evidenced by this Agreement.


 


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


 






    	 	17	 



     


    

 


“Dollars”,
 “dollars”, “U.S. Dollars” or “$” refers to lawful money of the United States
of America.


 


“Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in the U.S.


 


“Earn-Outs”
shall mean unsecured liabilities of the Company or any of its Subsidiaries arising under an agreement to make a deferred payment as part
of the purchase price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment
or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the
target of such Permitted Acquisition. Earn-Outs shall be valued as the amount required to be recorded as a liability on the financial
statements of the Loan Parties in accordance with GAAP.


 


“EBITDA”
means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining
Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period net of
tax refunds, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary
non-cash charges for such period, (v) any other non-cash charges for such period (but excluding any non-cash charge in respect of
an item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory
in an aggregate amount in excess of $2,000,000 during such period), (vi) costs, charges, losses and expenses to the extent covered
by insurance under which the insurer has been properly notified and has not denied or contested coverage, (vii) any fees, costs or
expenses incurred during such period in connection with any acquisitions, dispositions, investments or financings (whether or not actually
consummated); provided that the aggregate amount permitted to be added back to EBITDA pursuant to this clause (vii) for all
acquisitions, dispositions, investments and financings that were not consummated (x) shall not exceed an aggregate amount equal to
$1,500,000 in any fiscal year of the Loan Parties and (y) shall not exceed an aggregate amount equal to $7,500,000 during the term
of this Agreement, (viii) the effect on earnings of any write-ups or write-downs of inventory following the consummation of a Permitted
Acquisition or other Acquisition permitted hereunder as a result of purchase accounting, and (ix) fees, costs and expenses incurred
during such period associated with facilities relocations, plant shutdowns or the discontinuance of operations, in an aggregate amount
not to exceed 10% of EBITDA (calculated without giving effect to this clause (ix)) for such period, minus (b) without
duplication and to the extent included in Net Income, (i) any cash payments made during such period in respect of non-cash charges
described in clause (a)(v) taken in a prior period and (ii) any extraordinary gains and any non-cash items of income for
such period, all calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP. For the purposes of
calculating EBITDA (including Net Income) for any period of twelve consecutive months, if at any time during such period, any Loan Party
or any of its Subsidiaries shall have consummated a Permitted Acquisition or any other Acquisition permitted hereunder, EBITDA (including
Net Income) for such period shall be calculated after giving pro forma effect thereto in accordance with Section 1.10 or in such
other manner acceptable to Administrative Agent in its Permitted Discretion as if such Permitted Acquisition or other Acquisition permitted
hereunder or adjustment occurred on the first day of such period.


 


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


 


“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.


 






    	 	18	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Equipment AG Debt
Agreement” has the meaning assigned to such term in Section 6.04(m).


 


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


 


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


 






    	 	19	 



     


    

 


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


 


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


 


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


 


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


 


“EURIBOR Rate”
means, with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate two (2) TARGET
Days prior to the commencement of such Interest Period.


 


“EURIBOR Screen Rate”
means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration
of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters
page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time
to time in place of Thomson Reuters as published at approximately 11:00 a.m. Brussels time two (2) TARGET Days prior to the
commencement of such Interest Period. If such page or service ceases to be available, the Administrative Agent may specify another
page or service displaying the relevant rate after consultation with the Company.


 


“Euro”
and/or “€” means the single currency of the Participating Member States.


 


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


 






    	 	20	 



     


    

 


“Exchange Rate”
means, for any Foreign Currency, the rate of exchange therefor as described in clause (b) of the definition of “Dollar Amount”.


 





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


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each
case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case
of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or
(ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable
to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law
in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant
to an assignment request by the Borrowers under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each
case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately
before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f);
and (d) any withholding Taxes imposed under FATCA.


 


“Existing Credit
Agreement” has the meaning assigned to such term in the recitals hereto.


 


“Existing Letters
of Credit” means the Letters of Credit set forth on Schedule 2.06 hereto.


 


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


 


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


 


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


 


“Flood Laws”
has the meaning assigned to such term in Section 8.12.


 






    	 	21	 



     


    

 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement (as of the Effective Date, the modification, amendment or renewal
of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate, Adjusted Daily Simple SOFR, Adjusted AUD Rate, AUD Rate,
AUD Interpolated Rate, Adjusted NZD Rate, NZD Rate, NZD Interpolated Rate, Adjusted CDOR Rate, CDOR Rate, Adjusted EURIBOR Rate, EURIBOR
Rate or the Central Bank Rate. For the avoidance of doubt, the Floor as of the Effective Date with respect to the Adjusted Term SOFR Rate,
Adjusted Daily Simple SOFR, Adjusted AUD Rate, AUD Rate, AUD Interpolated Rate, Adjusted NZD Rate, NZD Rate, NZD Interpolated Rate, Adjusted
CDOR Rate, CDOR Rate, Adjusted EURIBOR Rate, EURIBOR Rate and the Central Bank Rate shall be zero.


 


“Foreign Currency”
means (i) Australian Dollars, (ii) New Zealand Dollars, (iii) Canadian Dollars, (iv) Euros and (v) any additional
currencies determined after the Effective Date by mutual agreement of the Company, each Global Lender, the Issuing Bank and the Administrative
Agent (or, solely in the case of any Letter of Credit, solely by mutual agreement of the Company, the Issuing Bank and the Administrative
Agent); provided that each such currency is a lawful currency that is readily available, freely transferable and not restricted
and able to be converted into Dollars.


 


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


 


“Foreign Plan”
means any retirement benefit or pension plan maintained or contributed to by, or entered into with, any Borrower or Subsidiary with respect
to any employees employed outside the United States which under applicable laws is required to be funded through a trust or other funding
vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.


 


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


 


“Foreign Target”
shall have the meaning set forth in the definition of Permitted Foreign Target.


 


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


 


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


 


“Global Lender”
means, as of any date of determination, a Lender with a Global Revolving Commitment or, if the Global Revolving Commitments have terminated
or expired, a Lender with Revolving Exposure in respect of such Class or otherwise denominated in any Agreed Currency.


 


“Global Revolving
Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans denominated in
Agreed Currencies and to acquire participations in Letters of Credit denominated in Agreed Currencies and participations in Swingline
Loans hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Exposure
hereunder, as such commitment (a) may be reduced or increased from time to time pursuant to (i) Section 2.09 and (ii) assignments
by or to such Lender pursuant to Section 9.04, or (b) may be assumed pursuant to Section 1.12. The initial amount of each
Lender’s Global Revolving Commitment is set forth opposite such Lender’s name as its “Global Revolving Commitment”
on the Commitment Schedule, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70)
of the UCC) as provided in Section 1.12 or Section 9.04 pursuant to which such Lender shall have assumed its Global Revolving
Commitment, as applicable.


 






    	 	22	 



     


    

 


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


 


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


 


“Guaranteed Obligations”
means (i) with respect to each Borrower, the Specified Ancillary Obligations and (ii) with respect to any Subsidiary Guarantor,
the Secured Obligations, and, in each case, all costs and expenses including, without limitation, all court costs and reasonable attorneys’
and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative
Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any
action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations; provided
that, in each case, the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or
grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes
of determining any obligations of any Loan Guarantor.


 


“Guarantor Payment”
has the meaning assigned to such term in Section 10.11.


 


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


 


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


 


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


 


“Increasing Lender”
shall have the meaning assigned to such in Section 2.09(d).


 


“Incremental Facility
Amendment” has the meaning assigned to such term in Section 2.09(h).


 






    	 	23	 



     


    

 



 


“Incremental Term
Loan” has the meaning assigned to such term in Section 2.09(d).


 


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


 


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


 


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


 


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


 


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


 


“Instrument of Adherence”
means an Instrument of Adherence in substantially the form of Exhibit F.


 


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


 


“Interest Election
Request” means a request by the Borrower Representative to convert or continue a Borrowing in accordance with Section 2.08,
which shall be substantially in the form of Exhibit C or any other form approved by the Administrative Agent.


 


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


 



    24


     


    

 


“Interest Payment
Date” means (a) with respect to any ABR Loan (including each Swingline Loan) or any CBR Loan, the first Business Day of
each fiscal quarter and the applicable Maturity Date, (b) with respect to any RFR Loan, each date that is on the numerically corresponding
day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in
such month, then the last day of such month) and the applicable Maturity Date, and (c) with respect to any Term Benchmark Loan, the
last day of the Interest Period applicable to the Borrowing of which such Loan is a part (and, in the case of a Term Benchmark Borrowing
with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs
at intervals of three months’ duration after the first day of such Interest Period), and the applicable Maturity Date.


 


“Interest Period”
means, with respect to any Term Benchmark Borrowing, the period commencing on the date of such Term Benchmark Borrowing and ending on
the numerically corresponding day in the calendar month that is one, three or six months thereafter (or, in the case of any Term Benchmark
Borrowing denominated in Canadian Dollars, one or three months thereafter), as the Borrower Representative may elect, in each case, subject
to the availability for the Benchmark applicable to the relevant Loan or Commitment for any Agreed Currency; provided, that (i) if
any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business
Day unless, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.14(e) shall
be available for specification in such Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made and thereafter, in the case of any Borrowing other than a Swingline Loan, shall be the
effective date of the most recent conversion or continuation of such Borrowing.


 


“Interpolated Rate”
means, with respect to (a) any Term Benchmark Borrowing denominated in Australian Dollars, the AUD Interpolated Rate, and (b) any
Term Benchmark Borrowing denominated in New Zealand Dollars, the NZD Interpolated Rate.


 


“IRS” means
the United States Internal Revenue Service.


 


“Issuing Bank”
means JPMCB and any other Revolving Lender that is acceptable to the Company and the Administrative Agent and agrees to act as an Issuing
Bank (in each case, through itself or through one of its designated affiliates or branch offices), each, in its capacity as the issuer
of Letters of Credit hereunder. Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its
Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued
by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.06
with respect to such Letters of Credit). At any time there is more than one Issuing Bank, all singular references to the Issuing Bank
shall mean any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit,
or both (or all) Issuing Banks, as the context may require.


 


“Joinder Agreement”
means a Joinder Agreement in substantially the form of Exhibit D or such other form reasonably acceptable to the Administrative
Agent.


 



    25


     


    

 


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


 


“JPMCB Parties”
has the meaning assigned to such term in Section 9.18.


 


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


 


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


 


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


 


“Lease
Financing” means (i) a lease of specific equipment as defined in Article 2-A of the UCC, and (ii) a secured
financing transaction secured by specific equipment, whether that transaction is called a lease or a loan, entered into by any Loan Party
or its Subsidiaries with JPMCB or any of its Affiliates (in this context, the “Lessor”).


 


“Lease Deficiency
Obligation” means after default, repossession and disposition of the equipment which is the subject of or which secures a Lease
Financing, the amount, if any, by which (i) any and all obligations of the Loan Parties or their Subsidiaries to a Lessor, arising,
evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with a specific
Lease Financing, exceeds (ii) the Net Proceeds realized by the Lessor upon the disposition of the equipment which is the subject
of or which secures the specific Lease Financing.


 


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


 


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


 


“Lenders”
means the Persons listed on the Commitment Schedule (or, if the Commitments of any Class have terminated or expired, a Person
holding Credit Exposure in respect of such Class) and any other Person that shall have become a Lender hereunder pursuant to Section 2.09
or an Assignment and Assumption or other documentation contemplated hereby, other than any such Person that ceases to be a Lender hereunder
pursuant to an Assignment and Assumption or other documentation contemplated hereby. Unless the context otherwise requires, the term “Lenders”
includes the Swingline Lender and the Issuing Bank.


 


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


 


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


 


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


 



    26


     


    

 


“Loan Documents”
means, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications, the Collateral
Documents, the Loan Guaranty, the Reaffirmation Agreement, and all other agreements, instruments, documents and certificates identified
in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lender and including all other pledges,
powers of attorney, consents, assignments, contracts, notices, letter of credit agreements, letter of credit applications and any agreements
between the Borrower Representative and the Issuing Bank regarding the respective rights and obligations between any Borrower and the
Issuing Bank in connection with the issuance of Letters of Credit, and all other written matter whether heretofore, now or hereafter executed
by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in connection
with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document
shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto,
and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.


 


“Loan Guarantor”
means each Loan Party.


 


“Loan Guaranty”
means Article X of this Agreement.


 


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


 


“Loans”
means the loans made by the Lenders pursuant to this Agreement.


 


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


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, properties or condition of (i) the Company and
its Subsidiaries taken as a whole or (ii) the Loan Parties taken as a whole, (b) the ability of any Loan Party to perform any
of its obligations under the Loan Documents to which it is a party, (c) the Collateral, or the Administrative Agent’s Liens
(on behalf of itself and other Secured Parties) on the Collateral or the priority of such Liens, or (d) the validity of, or the enforceability
of any of the rights of or benefits available to the Administrative Agent, the Issuing Bank or the Lenders under any of the Loan Documents.


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one
or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $3,000,000. For purposes of determining Material
Indebtedness, the “principal amount” of the obligations of the Company or any Subsidiary in respect of any Swap Agreement
at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary would
be required to pay if such Swap Agreement were terminated at such time.


 



    27


     


    

 


“Material Subsidiary”
means each Subsidiary (i) which, as of the most recent fiscal quarter of the Company, for the period of four consecutive fiscal quarters
then ended, for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the
date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial
statements referred to in Section 3.04(a)), contributed greater than five percent (5%) of consolidated EBITDA of the Company and
its Subsidiaries for such period or (ii) which contributed greater than five percent (5%) of Consolidated Total Assets as of such
date; provided that, if at any time the aggregate amount of consolidated EBITDA of the Company and its Subsidiaries or Consolidated
Total Assets attributable to all Subsidiaries that are not Material Subsidiaries exceeds ten percent (10%) of consolidated EBITDA of the
Company and its Subsidiaries for any such period or ten percent (10%) of Consolidated Total Assets as of the end of any such fiscal quarter,
the Company (or, in the event the Company has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient
Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes
of this Agreement constitute Material Subsidiaries.


 


“Maturity Date”
means the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable.


 


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


 


“MIRE Event”
means, if there are any Mortgaged Properties located in the United States at such time, any increase, extension or renewal of any of the
Commitments or Loans (including an Incremental Term Loans or any other incremental credit facilities hereunder, but excluding (i) any
continuation or conversion of Borrowings, (ii) the making of any Loan or (iii) the issuance or extension of Letters of Credit).


 


“MIRE Event Notice
Period” has the meaning assigned to such term in Section 5.15(b)(ii).


 


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


 


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


 


“Mortgage Notice
Period” has the meaning assigned to such term in Section 5.15(b)(i).


 


“Mortgaged Property”
means, at any time, any real property of a Loan Party subject to a Mortgage at such time.


 


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


 


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


 



    28


     


    

 


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


 


“New Zealand Dollars” means
that lawful currency of New Zealand.


 


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


 


“Non-Global Lender”
means, as of any date of determination, a Lender with a Non-Global Revolving Commitment or, if the Non-Global Revolving Commitments have
terminated or expired, a Lender with Revolving Exposure in respect of such Class or otherwise denominated solely in Dollars.


 


“Non-Global Revolving
Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans denominated only
in Dollars and to acquire participations in Letters of Credit denominated only in Dollars and participations in Swingline Loans hereunder,
expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 or (b) converted
to a Global Revolving Commitment in its entirety as provided under Section 1.12. The initial amount of each Lender’s Non-Global
Revolving Commitment is set forth opposite such Lender’s name as its “Non-Global Revolving Commitment” on the Commitment
Schedule, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70)
of the UCC) as provided in Section 9.04 pursuant to which such Lender shall have assumed its Non-Global Revolving Commitment, as
applicable. For the avoidance of doubt, it is agreed and acknowledged that no Non-Global Lender shall have any Commitment with respect
to Loans and Letters of Credit denominated in Foreign Currencies.


 


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


 


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


 


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


 


“NZ Companies Act”
means the Companies Act 1993 (New Zealand).


 



    29


     


    

 


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


 


“NZD Rate”
means, with respect to any Term Benchmark Borrowing denominated in New Zealand Dollars and for any Interest Period, the NZD Screen Rate
at approximately 11:00 a.m., Wellington, New Zealand time, on the first day of such Interest Period; provided that, if the
NZD Screen Rate shall not be available at such time for such Interest Period (an “Impacted NZD Rate Interest Period”)
with respect to New Zealand Dollars, then the NZD Rate shall be the NZD Interpolated Rate.


 


“NZD
Screen Rate” means, for any day and time, with respect to any Term Benchmark Borrowing denominated in New Zealand Dollars
and for any Interest Period, the rate per annum determined by the Administrative Agent which is equal to the average bank bill reference
rate as administered by the New Zealand Financial Markets Association (or any other Person that takes over the administration of such
rate) for bills of exchange with a tenor equal in length to such Interest Period as displayed on page BKBM of the Reuters screen
(or, in the event such rate does not appear on such page, on any successor or substitute page on such screen that displays such rate,
or on the appropriate page of such other information service that publishes such rate, or on the appropriate page of such other
information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion);
provided that if, the NZD Screen Rate shall be less than the Floor, the NZD Screen Rate shall be deemed to be the Floor for purposes
of this Agreement.


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the NYFRB Rate and (b) with respect to any amount
denominated in a Foreign Currency, an overnight rate determined by the Administrative Agent or the Issuing Bank, as the case may be, in
accordance with banking industry rules on interbank compensation.


 


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


 


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


 


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


 


“Participating Member
State” means any member state of the European Union that has euro as its lawful currency in accordance with legislation of the
European Union relating to Economic and Monetary Union.


 


“Payment”
has the meaning assigned to such term in Section 8.13(a).


 


“Payment Notice”
has the meaning assigned to such term in Section 8.13(b).


 



    31


     


    

 


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


 


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


 


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


 


(b)           the
business acquired in connection with such Acquisition is (i) unless a Permitted Foreign Target, located in the U.S. and organized
under applicable U.S. and state laws, and (ii) not engaged, directly or indirectly, in any line of business other than the (I) businesses
in which the Loan Parties are engaged on the Effective Date, (II) businesses that are reasonably similar, ancillary, or complementary
thereto or a line of business that is a reasonable extension, development or expansion thereof, in each case, solely with respect to the
businesses that a Loan Party is engaged on the Effective Date, and (III) businesses otherwise approved by the Administrative Agent
in its sole discretion.


 


(c)            both
before and immediately after giving effect (including giving effect on a pro forma basis) to such Acquisition and any Indebtedness incurred
or assumed in connection therewith, (i) each of the representations and warranties in the Loan Documents is true and correct (except
any such representation or warranty which relates to a specified prior date, which representation and warranty shall be true and correct
as of such prior date), (ii) no Default or Event of Default then exists or would result therefrom and (iii) the Consolidated
Total Leverage Ratio is not greater than such ratio that is 0.25 to 1.00 lower than the maximum Consolidated Total Leverage Ratio permitted
under Section 6.12;


 


(d)           as
soon as available, but not less than fifteen (15) days prior to such Acquisition (or such shorter time as the Administrative Agent may
agree in its sole discretion), the Borrower Representative has provided the Administrative Agent (i) notice of such Acquisition and
(ii) a copy of all business and financial information reasonably requested by the Administrative Agent including pro forma financial
statements, statements of cash flow, and projections;


 


(e)           [reserved];


 


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


 


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


 


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


 


(i)             if
such Acquisition involves a merger or a consolidation involving a Borrower or any other Loan Party, such Borrower or such Loan Party,
as applicable, shall be the surviving entity unless such surviving entity, if other than a Borrower or Loan Party, executes a Joinder
Agreement and becomes a Borrower or Loan Party hereunder;


 


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


 



    32


     


    

 


(k)           unless
the Administrative Agent and the Lenders in their sole discretion consent otherwise, in connection with an Acquisition of the Equity Interests
of any Person, all Liens on property of such Person shall be terminated, and in connection with an Acquisition of the assets of any Person,
all Liens on such assets shall be terminated (except, in each instance, for Liens permitted under Section 6.02);


 


(l)             all
actions required to be taken with respect to any newly acquired or formed Subsidiary of a Borrower or a Loan Party, as applicable, required
under Section 5.13 shall have been taken, provided, that the Administrative Agent may grant additional time to satisfy such actions
in its sole discretion; and


 


(m)           the
Borrower Representative shall have delivered to the Administrative Agent (i) the substantially final form documentation relating
to such Acquisition within two (2) days (or such shorter time as the Administrative Agent may agree in its sole discretion) prior
to the consummation thereof, and (ii) the final executed material documentation relating to such Acquisition within three (3) days
following the consummation thereof.


 


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


 


“Permitted Encumbrances”
means:


 


(a)            Liens
imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;


 


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


 


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


 


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


 


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


 


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


 


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


 


“Permitted Foreign
Target” means a Target that is not incorporated, formed or organized in the U.S. or any State or jurisdiction thereof (a “Foreign
Target”); provided, however, that an acquisition of a Foreign Target shall only qualify as a Permitted Acquisition if
each of the other requirements set forth in the definition of “Permitted Acquisition” (other than those in clauses (f),
(g) and(l) of such definition) shall have been satisfied and solely to the extent financed through an investment permitted under
clauses (c), (d), (o) and (p) of Section 6.04 or Indebtedness permitted under Section 6.01(r).


 



    33


     


    

 


“Permitted Investments”
means:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Platform”
means DebtDomain, Intralinks, SyndTrak or a substantially similar electronic transmission system.


 


“Prepayment Event”
means:


 


(a)           any
sale, transfer or other disposition (including pursuant to a Sale and Leaseback Transaction) of any property or asset (including any casualty
or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset)
of any Loan Party or any Subsidiary, other than dispositions described in Section 6.05(a); provided that no such event shall
constitute a Prepayment Event during any fiscal year of the Company unless and until the aggregate amount of Net Proceeds from all such
events described in this clause (a) during such fiscal year exceeds $1,000,000 (and, in such event, only such Net Proceeds in excess
of $1,000,000 for such fiscal year shall be subject to the mandatory prepayment requirements of Section 2.11);


 


(b)           [reserved];
or


 



    34


     


    

 


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


 


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


 


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


 


“Project Oscar Acquisition”
means the direct or indirect Acquisition by Project Oscar Purchaser of all of the issued and outstanding Equity Interests of each Project
Oscar Target pursuant to the Project Oscar Acquisition Agreement.


 


“Project Oscar Acquisition
Agreement” means the Share Sale and Purchase Agreement, dated as of May 30, 2021, among the Company, as purchase guarantor,
Project Oscar Purchaser, as purchaser, and Richard Cropley, Hugh Cropley, Oliver Cropley and Cropley Nominees Pty Ltd ACN 122 680 559
as trustee for the Cropley Family Trust, as sellers, together with all exhibits, schedules, disclosure letters and attachments thereto,
all as in effect on July 1, 2021 and as may be further amended or modified as permitted under Section 6.11.


 


“Project Oscar Australian
Holdings” means Oscar Aluminium Holdings Pty Ltd, a private limited liability company organized under the laws of Australia
and a wholly-owned Subsidiary of the Company.


 


“Project Oscar Intercompany
Debt” means, collectively, the intercompany loans made by and among the Company, Project Oscar US Holdings, Project Oscar Australian
Holdings and Project Oscar Purchaser; provided that (i) the proceeds of such intercompany loans shall be used solely to pay
all or a portion of the consideration for the consummation of the Project Oscar Acquisition and (ii) such intercompany loans shall
be evidenced by a promissory note or other agreement in form and substance reasonably satisfactory to the Administrative Agent that is
pledged and delivered to the Administrative Agent, together with a customary allonge executed in blank, pursuant to the Collateral Documents.


 


“Project Oscar Purchaser”
means Oscar Aluminium Pty Ltd, a private limited liability company organized under the laws of Australia and a wholly-owned Subsidiary
of the Company.


 


“Project Oscar Target”
means each of the following, collectively or individually as the context requires: (a) Rhino-Rack Holdings Pty Ltd (formerly known
as Cropley Holdings Pty Ltd), a private limited liability company organized under the laws of Australia, (b) Rhino Rack Australia
Pty Ltd, a private limited liability company organized under the laws of Australia, (c) Roof Rack City (NSW) Pty Ltd, a private limited
liability company organized under the laws of Australia, (d) Rhino-Rack USA LLC, a Colorado limited liability company, (e) Rhinorack
Canada Limited, a private limited liability company organized under the laws of British Columbia, Canada, and (f) Rhino-Rack New
Zealand Ltd, a private limited liability company organized under the laws of New Zealand.


 


“Project Oscar US
Holdings” means Oscar Aluminium Holdings Inc., a Delaware corporation and wholly-owned subsidiary of the Company.


 



    35


     


    

 


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


 


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


 


“Public Lender”
has the meaning assigned to such term in Section 5.01.


 


“Public Side Personnel”
has the meaning assigned to such term in Section 5.01.


 


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


 


“QFC Credit Support”
has the meaning assigned to such term in Section 10.14.


 


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


 


“Reaffirmation Agreement”
means that certain Reaffirmation Agreement dated as of the date hereof, among the Loan Parties and the Administrative Agent, together
with all exhibits and schedules attached thereto.


 


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


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00
a.m. (Chicago time) on the day that is two Business Days preceding the date of such setting, (2) if the RFR for such Benchmark
is Daily Simple SOFR, then four Business Days prior to such setting, (3) if such Benchmark is the AUD Rate, 11:00 a.m., Sydney, Australia
time, on the date of such setting, (4) if such Benchmark is the NZD Rate, 11:00 a.m., Wellington, New Zealand time, on the date of
such setting, (5) if such Benchmark is EURIBOR Rate, 11:00 a.m. Brussels time two TARGET Days preceding the date of such
setting, (6) if such Benchmark is CDOR Rate, 10:15 a.m., Toronto, Ontario time, on the date of such setting and (7) if
the Benchmark is none of the foregoing, the time determined by the Administrative Agent in its reasonable discretion.


 


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


 


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


 


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


 


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


 


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


 



    36


     


    

 


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


 


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


 


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


 


“Relevant
Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Board
and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Board and/or the
NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated
in Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any
successor thereto and (iii) with respect to a Benchmark Replacement in respect of Loans denominated in any other Agreed Currency,
(a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor
which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement
or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such
Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such
Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors
or (4) the Financial Stability Board or any part thereof.


 


“Relevant
Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Term SOFR Rate, (ii) with
respect to any RFR Borrowing, Daily Simple SOFR, (iii) with respect to any Term Benchmark Borrowing denominated in Australian Dollars,
the AUD Rate, (iv) with respect to any Term Benchmark Borrowing denominated in New Zealand Dollars, the NZD Rate, (v) with
respect to any Term Benchmark Borrowing denominated in Euros, the EURIBOR Rate, and (vi) with respect to any Term Benchmark Borrowing
denominated in Canadian Dollars, the CDOR Rate, as applicable.


 


“Relevant
Screen Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Term SOFR Reference
Rate, (ii) with respect to any Term Benchmark Borrowing denominated in Australian Dollars, the AUD Screen Rate, (iii) with respect
to any Term Benchmark Borrowing denominated in New Zealand Dollars, the NZD Screen Rate, (iv) with respect to any Term Benchmark
Borrowing denominated in Euros, the EURIBOR Screen Rate, and (v) with respect to any Term Benchmark Borrowing denominated in Canadian
Dollars, the CDOR Screen Rate, as applicable.


 


“Required Lenders”
means, subject to Section 2.20, (a) at any time prior to the earlier of the Loans becoming due and payable pursuant to Article VII
or the Commitments terminating or expiring, Lenders (other than Defaulting Lenders) having Credit Exposures and unused Commitments representing
more than 50% of the sum of the Aggregate Credit Exposure and the aggregate unused Commitments at such time; provided that, at
any time that there are at least two (2) Lenders that are not Affiliates or Approved Funds of one another, “Required Lenders”
shall include at least two (2) Lenders that are not Affiliates or Approved Funds of one another; provided further that, solely
for purposes of declaring the Loans to be due and payable pursuant to Article VII, the unused Commitment of each Lender shall be
deemed to be zero in determining the Required Lenders; and (b) for all purposes after the Loans become due and payable pursuant to
Article VII or the Commitments expire or terminate, Lenders (other than Defaulting Lenders) having Credit Exposures representing
more than 50% of the Aggregate Credit Exposure at such time; provided that, in the case of clauses (a) and (b) above,
the Revolving Exposure of any Lender that is a Swingline Lender shall be deemed to exclude any amount of its Swingline Exposure in excess
of its Applicable Percentage of all outstanding Swingline Loans, adjusted to give effect to any reallocation under Section 2.20 of
the Swingline Exposures of Defaulting Lenders in effect at such time, and the unused Revolving Commitment of such Lender shall be determined
on the basis of its Revolving Exposure excluding such excess amount.


 



    37


     


    

 


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


 


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


 


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


 


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


 


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


 


“Revolving Borrowing”
means Revolving Loans of the same Type and Agreed Currency, made, converted or continued on the same date and, in the case of Term Benchmark
Loans, as to which a single Interest Period is in effect.


 


“Revolving Commitment”
means, with respect to each Lender, its Global Revolving Commitment or its Non-Global Revolving Commitment, as applicable.


 


“Revolving Credit
Maturity Date” means April 18, 2027 (if the same is a Business Day, or if not then the immediately next succeeding Business
Day), or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.


 


“Revolving Exposure”
means, with respect to any Lender at any time, the sum of the outstanding principal Dollar Amount of such Lender’s Revolving Loans
and its LC Exposure and its Swingline Exposure at such time.


 



    38


     


    





 


 


“Revolving Lender”
means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired,
a Lender with Revolving Exposure.


 


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


 


“RFR”
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted Daily Simple SOFR (excluding, for the avoidance of doubt, any ABR Loan or Borrowing).


 


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


 


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


 


“Sanctioned Country”
means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement,
the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran,
North Korea and Syria).


 


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


 


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


 


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


 


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


 


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


 






    39 


     


    

 


“Security Agreement”
means that certain Pledge and Security Agreement (including any and all supplements thereto), dated as of May 3, 2019, among the
Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge
or security agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other
Loan Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties, as the same may be amended,
restated, supplemented or otherwise modified from time to time.


 


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


 


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


 


“SOFR”
means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


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


 


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


 


“SOFR Rate Day”
has the meaning assigned to such term under the definition of Daily Simple SOFR.


 


“Specified Ancillary
Obligations” means, with respect to any Borrower, all Secured Obligations of each other Borrower and of any of the Subsidiaries,
existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, to the Secured Parties.


 


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


 


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


 


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


 






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“Subordinated Indebtedness”
of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Secured Obligations to the written
satisfaction of the Administrative Agent.


 


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


 


“Subsidiary”
means any direct or indirect subsidiary of the Company or a Loan Party, as applicable.


 


“Subsidiary Guarantor”
means each Loan Party that is not a Borrower.


 


“Supported QFC”
has the meaning assigned to such term in Section 10.14.


 


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


 


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


 


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


 


“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving
Lender at any time shall be the sum of (a) its Applicable Percentage of the aggregate principal amount of all Swingline Loans outstanding
at such time (excluding, in the case of any Lender that is a Swingline Lender, Swingline Loans made by it that are outstanding at such
time to the extent that the other Lenders shall not have funded their participations in such Swingline Loans), adjusted to give effect
to any reallocation under Section 2.20 of the Swingline Exposure of Defaulting Lenders in effect at such time, and (b) in the
case of any Revolving Lender that is the Swingline Lender, the aggregate principal amount of all Swingline Loans made by such Revolving
Lender outstanding at such time, less the amount of participations funded by the other Lenders in such Swingline Loans.


 






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


 


“Swingline Loan”
has the meaning assigned to such term in Section 2.05(a). All Swingline Loans shall be denominated in Dollars.


 


“Syndication Agent”
means U.S. Bank National Association, in its capacity as syndication agent for the credit facility evidenced by this Agreement.


 


“Target”
shall mean any Person, business, division, subsidiary or assets acquired in any Permitted Acquisition.


 


“TARGET Day”
means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, reasonably determined
by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


 


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


 


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


 


“Term Benchmark
Payment Office” of the Administrative Agent means, for each Foreign Currency, the office, branch, affiliate or correspondent
bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Borrowers and each
Lender.


 


“Term Lenders”
means, as of any date of determination, Lenders holding a Term Loan Commitment or an outstanding Term Loan.


 


“Term Loan Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make Term Loans, expressed as an amount representing the
maximum principal amount of the Term Loans to be made by such Lender, as such commitment may be reduced or increased from time to time
pursuant to assignments by or to such Lenders pursuant to Section 9.04. The initial amount of each Lender’s Term Loan Commitment
is set forth on the Commitment Schedule or in the most recent Assignment and Assumption or other documentation or record (as such term
is defined in Section 9-102(a)(70) of the UCC) as provided in Section 9.04, executed by such Term Lender, as applicable. The
aggregate amount of the Lenders’ Term Loan Commitments on the Effective Date is $125,000,000. After advancing the Term Loan, each
reference to a Term Lender’s Term Loan Commitment shall refer to that Term Lender’s Applicable Percentage of the Term Loans.


 


“Term Loan Maturity
Date” means April 18, 2027.


 






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“Term Loans”
means the term loans extended by the Term Lenders to the Borrowers on the Effective Date pursuant to Section 2.01(b) hereof.


 


“Term SOFR Determination
Day” has the meaning assigned to such term under the definition of Term SOFR Reference Rate.


 


“Term SOFR Rate”
means, with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period,
the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two (2) U.S. Government Securities Business Days prior to
the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.


 


“Term SOFR Reference
Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term
Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum reasonably
determined by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term
SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR
Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate
for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government
Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first
preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.


 


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


 


“Treaty”
has the meaning assigned to such term in Section 3.24.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted Term SOFR Rate, the Central Bank Rate, the Adjusted AUD Rate, the Adjusted NZD
Rate, the Adjusted CDOR Rate, the Adjusted EURIBOR Rate, Canadian Prime Rate, the Daily Simple SOFR or the Alternate Base Rate.


 


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


 


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


 


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


 


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


 






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“Unfinanced Capital
Expenditures” means, for any period, Capital Expenditures made during such period which are not financed from the proceeds
of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital Expenditures are
financed with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures).


 


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


 


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


 


“U.S. Government
Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the
Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire
day for purposes of trading in United States government securities.


 


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


 


“U.S. Special Resolution
Regimes” has the meaning assigned to such term in Section 10.14.


 


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


 


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


 


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


 


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


 


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


 






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


 


SECTION 1.04.         Accounting
Terms; GAAP.


 


(a)            Except
as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as
in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof
on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrowers request
an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or if the Administrative
Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein,
all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to
herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification
825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value
any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without
giving effect to any treatment of Indebtedness under Financial Accounting Standards Board Accounting Standards Codification 470-20 or
2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value
any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the
full stated principal amount thereof.


 






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


 


SECTION 1.05.
        Currency Translations; Currency Matters.


 


(a)            For
purposes of this Agreement and the other Loan Documents, the Administrative Agent shall determine any amount, unless expressly provided
otherwise, as the Dollar Amount thereof as and if required (as reasonably determined by the Administrative Agent in its sole discretion)
under any Loan Document, and a reasonable determination thereof by the Administrative Agent shall be conclusive absent manifest error.
In the case of any Loans or LC Exposure denominated in a Foreign Currency, such Dollar Amount shall become effective as of the most recent
Revaluation Date for such Obligations and shall be the equivalent of such amounts as so determined until the next Revaluation Date to
occur. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Loan Party in any document
or certificate delivered to the Administrative Agent. The Administrative Agent may determine or redetermine the Dollar Amount of any
amount on any date in its sole discretion. Further, without limitation, for purposes of computations, calculations, or determinations
hereunder, unless expressly provided otherwise, where a reference is made to a dollar amount or an amount without reference to a specific
currency (including, without limitation, where the permissibility of a transaction or determinations of required actions or circumstances
depend upon compliance with, or are determined by reference to, such amounts), the amount is to be considered as the amount in U.S. Dollars
and, therefore, any other currency that is a component of such computation, calculation or determination shall be converted into the
Dollar Amount thereof, as applicable.


 


(b)            Each
payment owing by any Loan Party hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified
in any other Loan Document executed by the Administrative Agent (the “Currency of Payment”) at the place specified
herein (such requirements are of the essence to this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary
to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree, to the fullest extent that they
may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative
Agent could purchase such Currency of Payment with such other currency in accordance with its normal practice at its head office on the
Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Credit Party
shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent
that, on the Business Day following receipt by such Credit Party of any sum adjudged to be so due in such other currency, such Credit
Party may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Loan Party agrees
that (i) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Credit Party in the Currency
of Payment, each Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding the
result of any such adjudication, such Loan Party shall immediately pay the shortfall (in the Currency of Payment) to such Credit Party
and (ii) if the amount of the Currency of Payment so purchased exceeds (a) the sum originally due to such Credit Party, such
Credit Party shall promptly pay the excess over to such Loan Party in the currency and to the extent actually received and (b) any
amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18,
such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to such Borrower.


 






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SECTION 1.06.        Status
of Obligations. In the event that any Borrower or any other Loan Party shall at any time issue or have outstanding any Subordinated
Indebtedness, such Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Secured
Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the Administrative
Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior
indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Secured Obligations are hereby designated
as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect
of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all
such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Administrative Agent
and the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior
indebtedness under the terms of such Subordinated Indebtedness.


 


SECTION 1.07.        Interest
Rates; Benchmark Notification. The interest rate on a Loan denominated in Dollars or a Foreign Currency may be derived from an interest
rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of
a Benchmark Transition Event, Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The Administrative
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission,
performance or any other matter related to any interest rate used in this Agreement or with respect to any alternative or successor rate
thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented
pursuant to Section 2.14(b) and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(c)),
including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference
rate will be similar to, or produce the same value or economic equivalence of the interest rate being replaced or have the same volume
or liquidity as did any existing interest rate offered rate prior to its discontinuance or unavailability. The Administrative Agent and
its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this
Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto,
in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable
discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof,
in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other person or
entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or
expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or
component thereof) provided by any such information source or service.


 


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


 






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


 


SECTION 1.10.           Pro
Forma Adjustments. To the extent any Borrower or any Subsidiary (a) makes any acquisition permitted pursuant to Section 6.04
or disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters
of the Company most recently ended or (b) consummates any transaction that requires any pro forma calculation as a condition thereto
or in connection therewith under the terms of this Agreement, then, in each case, (i) the Consolidated Total Leverage Ratio and
Consolidated Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising
out of events which are directly attributable to the acquisition or the disposition of assets, are factually supportable and are expected
to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities
Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such acquisition, such disposition
or such other transaction (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such
four-quarter period, (ii) unless otherwise expressly required hereunder, such pro forma calculation shall be determined by reference
to the financial statements for the period of four consecutive fiscal quarters ended on or most recently prior to such calculation for
which financial statements have been delivered to the Administrative Agent pursuant to Section 5.01(a) or (b) (or, if
prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the
most recent financial statements referred to in Section 3.04(a)) and (iii) any such calculation requiring pro forma compliance
with (or by reference to) the financial covenants shall be made by reference to the financial covenant levels required under Section 6.12
(without giving effect to any Adjusted Covenant Period (other than in the case of determining satisfaction of the conditions to a Permitted
Acquisition)) or Section 6.13, as applicable, for the quarter during which such acquisition, disposition or other transaction was
consummated (or, if there is no financial covenant required to be tested during such fiscal quarter, the financial covenant level for
the first testing period scheduled to occur after the date of such calculation). In addition to the foregoing, and notwithstanding anything
in this Agreement to the contrary, to the extent any Indebtedness is incurred or assumed in connection with any transaction permitted
hereunder, any pro forma determination of the Consolidated Total Leverage Ratio or compliance with the financial covenants required to
be made under this Agreement in connection with such transaction shall be made without including the proceeds of such incurred or assumed
Indebtedness as unrestricted and unencumbered cash and cash equivalents.


 


SECTION 1.11.        Amendment
and Restatement.


 


(a)            The
parties to this Agreement agree that, on the Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby
are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery
and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall
they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement
or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all
or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person
under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in
connection therewith, (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other
obligations evidenced thereby, or (iv) any deeds of trust, mortgages, liens, security interests or contractual or legal rights securing
all or any part of such indebtedness or other obligations. All Loans made, and Obligations incurred, under the Existing Credit Agreement
which are outstanding on the Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on
the Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this
Agreement and the other Loan Documents.


 






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(b)            Without
limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Effective Date and except
as otherwise expressly provided herein:


 


(i)               all
references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”,
the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement
and the Loan Documents;


 


(ii)              the
 “Revolving Commitments” (as defined in the Existing Credit Agreement) shall continue as Revolving Commitments hereunder as
set forth on the Commitment Schedule;


 


(iii)            (A) the
 “Revolving Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any,
shall continue as Revolving Loans hereunder, (B) the “Term Loans” (as defined in the Existing Credit Agreement) outstanding
under the Existing Credit Agreement, if any, shall continue as Term Loans hereunder and (C) all “Term Benchmark Loans”
(as defined in the Existing Credit Agreement) denominated in Dollars outstanding immediately prior to the Effective Date shall be deemed
repaid in full and re-borrowed as Term Benchmark Loans denominated in Dollars hereunder and pursuant to the terms hereof, in each case,
subject to the following clause (iv);


 


(iv)            the
Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s “Revolving
Exposure” (as defined in and in effect under the Existing Credit Agreement) and “Term Loan Exposure” (as defined and
in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Credit Exposure hereunder reflects
such Lender’s Applicable Percentage thereof on the Effective Date (and in no event exceeds each such Lender’s Term Loan Commitments
or Revolving Commitments, as applicable, hereunder), and the Borrowers and each Lender that was a “Lender” under the Existing
Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately
prior to the Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of,
and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other
documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby
waived), (y) such reallocation shall satisfy the assignment provisions of Sections 9.02(d) and 9.04 of the Existing Credit
Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions (including pursuant to clause
(iii)(C) above), the Borrowers shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the
date hereof to the Administrative Agent for the account of the Lenders party hereto but shall not be required to reimburse any Lender
for any losses, costs and expenses incurred by such Lender under Section 2.16 of the Existing Credit Agreement; and


 






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(v)              each
of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in this
Section 1.11 and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection
with any of the actions described in this Section 1.11 (including, without limitation, any prepayments or commitment reductions
or terminations) on the Effective Date are hereby waived and of no force and effect.


 


(c)            Without
limiting the foregoing, each Loan Party party hereto, as debtor, grantor, pledgor, guarantor, or another similar capacity in which such
Loan Party grants liens or security interests in its properties or otherwise acts as a guarantor, joint or several obligor or other accommodation
party, as the case may be, in each case under the “Loan Documents” as defined in the Existing Credit Agreement, hereby (i) ratifies
and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the “Loan Documents”
as defined in the Existing Credit Agreement to which it is a party and (ii) to the extent such Loan Party granted liens on or security
interests in any of its properties pursuant to any of the “Loan Documents” as defined in the Existing Credit Agreement, hereby
ratifies and reaffirms such grant of security (and any filings with Governmental Authorities made in connection therewith) and confirms
that such liens and security interests continue to secure the Obligations and Secured Obligations.


 


(d)            The
parties hereto acknowledge and agree that, to the extent the amendment and restatement of the Existing Credit Agreement constitutes a
MIRE Event pursuant to Section 5.15(b) of the Existing Credit Agreement, the delivery by each Lender of its executed signature
page to this Agreement constitutes confirmation from such Lender that such Lender has completed any necessary flood insurance due
diligence to its reasonable satisfaction in compliance with, and in satisfaction of the requirements under, Section 5.15(b) of
the Existing Credit Agreement.


 


SECTION 1.12.        Conversion
of Non-Global Revolving Commitments.


 


(a)            Notwithstanding
anything in this Agreement to the contrary, (i) any Non-Global Lender holding a Non-Global Revolving Commitment may elect, which
election shall be irrevocable, to convert all (but not a portion) of such Non-Global Lender’s Non-Global Revolving Commitment to
a Global Revolving Commitment by providing written notice of such irrevocable election to the Company and the Administrative Agent, which
written notice shall confirm that such Lender is able to fund Revolving Loans and participations in Letters of Credit in all of the Agreed
Currencies then in effect in accordance with the provisions of this Agreement and (ii) any permitted assignee of a Non-Global Lender
may elect, which election shall be irrevocable, to assume all (but not a portion) of the Non-Global Revolving Commitment of such assigning
Lender as a Global Revolving Commitment as elected by such assignee in written in the applicable Assignment Agreement or any other form
acceptable to the Administrative Agent (any such election notice described in any of the foregoing clauses (i) and (ii) with
respect to any Non-Global Lender, a “Global Conversion Notice”).


 


(b)            Notwithstanding
anything in this Agreement to the contrary, each of the parties hereto acknowledges and agrees that, upon receipt by the Company and
the Administrative Agent of the Global Conversion Notice of any Lender, (i) such Lender’s Non-Global Revolving Commitment
shall irrevocably constitute a Global Revolving Commitment hereunder, (ii) such Lender shall constitute a Global Revolving Lender
for all purposes hereunder, (iii) such Lender shall make available to the Administrative Agent such amounts in such Foreign Currencies
in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in
order to cause, after giving effect to the conversion of such Revolving Commitment to a Global Revolving Commitment and the use of such
amounts to make payments to such other Global Lenders, each Global Lender’s portion of the outstanding Revolving Loans denominated
in Foreign Currencies and funded participations in Letters of Credit denominated in Foreign Currencies to equal its Applicable Percentage
of such outstanding Revolving Loans and funded participations after giving effect to the conversion of such Non-Global Revolving Commitment
to a Global Revolving Commitment, (iv) the Administrative Agent shall make such other adjustments among the Revolving Lenders with
respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable
with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (v) the
Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans denominated in Foreign Currencies as of the date
of any such conversion (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable,
specified by the Borrower Representative to the Administrative Agent). The deemed payments made pursuant to clause (v) of the
immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each
Term Benchmark Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed
payment occurs other than on the last day of the related Interest Periods.


 






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ARTICLE II


 


THE CREDITS


 


SECTION 2.01.         Commitments.


 


(a)            Subject
to the terms and conditions set forth herein, (x) each Revolving Lender severally (and not jointly) agrees to make Revolving Loans
to the Borrowers denominated in Dollars and (y) each Global Lender severally (and not jointly) agrees to make Revolving Loans to
the Borrowers denominated in Foreign Currencies, in each case, from time to time during the Availability Period in an aggregate principal
amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (i) the
Dollar Amount of such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the Dollar Amount
of the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitments. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrower may borrow, prepay (without any penalty, premium or other prepayment fee, other than payment
of any break funding expenses under Section 2.16) and reborrow Revolving Loans.


 


(b)            Subject
to the terms and conditions set forth herein (including, without limitation, the reallocations and net funding provided under Section 1.11),
each Term Lender severally (and not jointly) agrees to make a Term Loan in dollars to the Borrower, on the Effective Date, in a principal
amount not to exceed such Lender’s Term Loan Commitment, by making immediately available funds available to the Administrative
Agent’s designated account not later than the time specified by the Administrative Agent. Amounts prepaid or repaid in respect
of Term Loans may not be reborrowed.


 


SECTION 2.02.        Loans
and Borrowings.


 


(a)            Each
Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class, Type and Agreed Currency
made by the applicable Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender
to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.
Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05. The Term Loans shall amortize as set
forth in Section 2.10.


 


(b)            Subject
to Section 2.14, each Revolving Borrowing and Term Loan Borrowing shall be comprised (A) in the case of Borrowings in Dollars,
entirely of ABR Loans or Term Benchmark Loans and (B) in the case of Borrowings in any other Agreed Currency, entirely of Term Benchmark
Loans of the same Agreed Currency, in each case, as the Borrower Representative may request in accordance herewith, provided that
each ABR Loan and Swingline Loan shall only be made in Dollars. Each Lender at its option may make any Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15,
2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall
not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.


 






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(c)            At
the commencement of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $500,000 and not less than $1,000,000 (or, if such Borrowing is denominated in a Foreign Currency, the Equivalent
Amount of such units of such currency). ABR Borrowings may be in an amount that is an integral multiple of $500,000 and not less than
$500,000. Each RFR Loan, Canadian Prime Rate Loan and Swingline Loan shall be in an amount that is an integral multiple of $100,000 and
not less than $100,000 (or, if such Borrowing is denominated in a Foreign Currency, the Equivalent Amount of such units of such currency).
Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time
be more than a total of 6 Term Benchmark Borrowings and RFR Borrowings outstanding.


 


(d)            Notwithstanding
any other provision of this Agreement, the Borrower Representative shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable thereto.


 


SECTION 2.03.         Requests
for Borrowings. To request a Borrowing, the Borrower Representative shall notify the Administrative Agent of such request by submitting
a Borrowing Request signed by a Financial Officer of the Borrower Representative or through any Electronic System, if arrangements for
doing so have been approved by the Administrative Agent, not later than (a) in the case of a Term Benchmark Borrowing, 10:00 a.m.,
Chicago time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, noon,
Chicago time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., Chicago time,
on the date of such proposed Borrowing. Each such Borrowing Request shall be irrevocable. Each such telephonic and written Borrowing
Request shall specify the following information in compliance with Section 2.02:


 


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


 


(ii)              the
Class of Borrowing;


 


(iii)            the
Agreed Currency and aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;


 


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


 


(v)             whether
such Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing; and


 


(vi)            in
the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by
the definition of the term “Interest Period.”


 






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If no election as to the currency of a Borrowing
is specified, then the requested Borrowing shall be made in Dollars. If no election as to the Type of Borrowing is specified, then, in
the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified
with respect to any requested Term Benchmark Borrowing, then the applicable Borrower(s) shall be deemed to have selected an Interest
Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative
Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing. Notwithstanding the foregoing, in no event shall any Borrower be permitted to request a Canadian Prime Loan, an RFR Loan or
a CBR Loan (it being understood and agreed that the Canadian Prime Rate, Adjusted Daily Simple SOFR and a Central Bank Rate shall only
apply to the extent provided in Sections 2.08(e), 2.14(a) and 2.14(f)).


 


SECTION 2.04.        Determination
of Dollar Amounts.    The Dollar Amount of all Loans, Borrowings, Letters of Credit and LC Exposure, as applicable,
denominated in Foreign Currencies hereunder shall be determined on each Revaluation Date.


 


SECTION 2.05.        Swingline
Loans.


 


(a)            The
Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this Agreement
and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline Lender may, in its
sole discretion, elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of
the Revolving Lenders and in the amount requested, same day funds to the Borrowers, on the date of the applicable Borrowing to the Funding
Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this
Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic
basis as set forth in Section 2.05(c). Each Swingline Loan shall be denominated in Dollars and shall be subject to all the terms
and conditions applicable to other ABR Loans funded by the Revolving Lenders (including, for the avoidance of doubt, the maturity and
any acceleration of such Loans), except that all payments thereon shall be payable to the Swingline Lender solely for its own account
and shall bear interest as set forth in Section 2.13(d)(ii). The aggregate amount of Swingline Loans outstanding at any time
shall not exceed $7,500,000.


 


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


 


(c)            The
Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the Revolving
Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Revolving Lenders of such requested
Settlement by fax or through any Electronic System no later than 12:00 noon Chicago time on the date of such requested Settlement (the
 “Settlement Date”). Each Revolving Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall
transfer the amount of such Revolving Lender’s Applicable Percentage of the outstanding principal amount of the applicable Loan
with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative
Agent may designate, not later than 2:00 p.m., Chicago time, on such Settlement Date. Settlements may occur during the existence of a
Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts
transferred to the Administrative Agent shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together
with Swingline Lender’s Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Revolving Lenders,
respectively. If any such amount is not transferred to the Administrative Agent by any Revolving Lender on such Settlement Date, the
Swingline Lender shall be entitled to recover from such Lender on demand such amount, together with interest thereon, as specified in
Section 2.07.


 






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(d)          The
Swingline Lender may be replaced at any time by written agreement among the Borrower Representative, the Administrative Agent, the replaced
Swingline Lender and the successor Swingline Lender. The Administrative Agent shall notify the Revolving Lenders of any such replacement
of the Swingline Lender. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid interest accrued
for the account of the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement,
(x) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement
with respect to Swingline Loans made thereafter and (y) references herein to the term “Swingline Lender” shall be deemed
to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context
shall require. After the replacement of the Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and
shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made
by it prior to its replacement, but shall not be required to make additional Swingline Loans.


 


(e)          Subject
to the appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as Swingline Lender at any time upon
thirty (30) days’ prior written notice to the Administrative Agent, the Borrower Representative and the Revolving Lenders, in which
case, the Swingline Lender shall be replaced in accordance with Section 2.05(d) above.


 


SECTION 2.06.       Letters
of Credit.


 


(a)          General.
Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of Credit for its
own account or for the account of another Borrower denominated in Agreed Currencies as the applicant thereof for the support of its or
its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and
from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement
and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowers to, or entered
into by the Borrowers with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.
Each Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiary’s
obligations as provided in the first sentence of this paragraph, such Borrower will be fully responsible for the reimbursement of LC
Disbursements in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.12(c) to
the same extent as if it were the sole account party in respect of such Letter of Credit (such Borrower hereby irrevocably waiving any
defenses that might otherwise be available to it as a guarantor or surety of the obligations of such Subsidiary that is an account party
in respect of any such Letter of Credit). Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation
hereunder to issue, and shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to
fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is
the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement,
(ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain
the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive
(whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request
that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose
upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank
is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss,
cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good faith deems material to it, or (iii) if
the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally;
provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act
and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation
thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Effective Date for purposes of clause (ii) above,
regardless of the date enacted, adopted, issued or implemented.


 






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(b)          Notice
of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or extension
of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or fax (or transmit through Electronic Systems,
if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in
advance of, but in any event no less than three (3) Business Days prior to the requested date of issuance, amendment or extension)
a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying
the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section 2.06), the amount and Agreed Currency of such Letter of Credit, the name and
address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit.
If requested by the Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing Bank’s
standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if
(and upon issuance, amendment or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after
giving effect to such issuance, amendment or extension (i) the Dollar Amount of the LC Exposure shall not exceed $5,000,000, (ii) no
Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment, and (iii) the Aggregate Revolving Exposure shall
not exceed the Aggregate Revolving Commitment.


 


(c)          Expiration
Date. Each Letter of Credit shall expire (or be subject to termination or non-extension by notice from the Issuing Bank to the beneficiary
thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter
of Credit (or, in the case of any extension of the expiration thereof, including, without limitation, any automatic extension provision,
one year after such extension) and (ii) the date that is five (5) Business Days prior to the Revolving Credit Maturity Date;
provided that any Letter of Credit with a one-year tenor may provide for the extension thereof for additional one-year periods
(which shall in no event extend beyond the date referred to in clause (ii) above). Notwithstanding the foregoing, a Letter of Credit
may expire up to one year after the Revolving Credit Maturity Date if the Borrowers have provided cash collateral in accordance with
Section 2.06(j) on the date that is thirty (30) days prior to the Revolving Credit Maturity Date in an amount equal to 105%
of the Dollar Amount of the face amount of such Letter of Credit and on terms and conditions reasonably acceptable to the applicable
Issuing Bank and the Administrative Agent.


 






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(d)          Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) denominated in any Agreed
Currency and without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each
Revolving Lender holding a Revolving Commitment (in the case of any Letter of Credit denominated in Dollars) or a Global Revolving Commitment
(in the case of any Letter of Credit denominated in a Foreign Currency), and each such Revolving Lender hereby acquires from the Issuing
Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate Dollar Amount available
to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage
of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrowers on the date due, in each case, as provided in paragraph
(e) of this Section 2.06, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Revolving
Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit
is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter
of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction whatsoever. For the avoidance of doubt and notwithstanding
the foregoing, no Non-Global Lender shall be required to acquire a participation in or to reimburse any LC Disbursement in respect of
any Letter of Credit denominated in a Foreign Currency.


 


(e)           Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount in the currency of such LC Disbursement (or, at the sole discretion of the Issuing Bank,
in Dollars in the Dollar Amount of such LC Disbursement calculated using the Exchange Rate on the date such LC Disbursement was made)
equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago time, on the date that such LC Disbursement is made, if the
Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if
such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago
time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m.,
Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives
such notice, if such notice is not received prior to such time on the day of receipt; provided that (x) if such LC Disbursement
is denominated in Dollars, the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03
or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount, or (y) if such
LC Disbursement is denominated in a Foreign Currency, the Borrowers may, subject to the conditions to borrowings set forth herein, request
in accordance with Section 2.03 that such payment be converted into an Equivalent Amount of an ABR Revolving Borrowing denominated
in Dollars in an amount equal to the Dollar Amount of such Foreign Currency and, in each case, to the extent so financed, the Borrowers’
obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers
fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement and
the Agreed Currency thereof, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage
thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage
of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving
Lender in such Agreed Currency (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving
Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the applicable Revolving
Lenders; provided that, notwithstanding the foregoing, in the case of any LC Disbursement denominated in a currency that was not
approved by each Global Lender as a “Foreign Currency” pursuant to the definition thereof and in any other case at the sole
discretion of the Issuing Bank, the Global Lenders may, in each such case, make any such payment in Dollars in the Dollar Amount of its
Applicable Percentage of the applicable LC Disbursement calculated using the Exchange Rate on the date such LC Disbursement was made.
Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative
Agent shall distribute such payment to the Issuing Bank or, to the extent that the Revolving Lenders have made payments pursuant to this
paragraph to reimburse the Issuing Bank, then to the applicable Revolving Lenders and the Issuing Bank as their interests may appear.
Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the
funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers
of their obligation to reimburse such LC Disbursement. If any Borrower’s reimbursement of, or obligation to reimburse, any amounts
in any Foreign Currency would subject the Administrative Agent, the Issuing Bank or any Lender to any stamp duty, ad valorem charge or
similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, such Borrower shall, at its
option, either (x) pay the amount of any such tax requested by the Administrative Agent, the Issuing Bank or the relevant Lender
or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Dollar Amount thereof,
calculated using the applicable Exchange Rates, on the date such LC Disbursement is made.


 






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(f)           Obligations
Absolute. The Borrowers’ joint and several obligation to reimburse the LC Disbursements as provided in paragraph (e) of
this Section 2.06 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms
of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under
a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in
any respect, (iii) any payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that
does not comply with the terms of such Letter of Credit, (iv) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section 2.06, constitute a legal or equitable discharge of,
or provide a right of setoff against, the Borrowers’ obligations hereunder or (v) any adverse change in the relevant exchange
rates or in the availability of the relevant Foreign Currency to the Company or any Subsidiary or in the relevant currency markets generally.
None of the Administrative Agent, the Revolving Lenders, the Issuing Bank or any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make
any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including
any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any
consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to
excuse the Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to special, indirect, consequential
or punitive damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered
by any Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence
or willful misconduct on the part of the Issuing Bank (as finally determined by a non-appealable judgment of a court of competent jurisdiction),
the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make
payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.


 






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


 


(h)          Interim
Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in
full in the applicable currency on the date such LC Disbursement is made (or, at the sole discretion of the Issuing Bank, in Dollars
in the Dollar Amount of such LC Disbursement calculated using the Exchange Rate on the date such LC Disbursement was made), the unpaid
amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that
the Borrowers reimburse such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans and such interest shall be
payable on the date when such reimbursement is due; provided that, if the Borrowers fail to reimburse such LC Disbursement when
due pursuant to paragraph (e) of this Section 2.06, then Section 2.13(d) shall apply. Interest accrued pursuant to
this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving
Lender pursuant to paragraph (e) of this Section 2.06 to reimburse the Issuing Bank shall be for the account of such Lender
to the extent of such payment.


 


(i)            Replacement
of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower Representative, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such
replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued
for the account of the replaced Issuing Bank pursuant to Section 2.12(c). From and after the effective date of any such replacement,
(i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall
require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue
to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and
issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or extend or otherwise amend
any existing Letter of Credit. Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as
an Issuing Bank at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Company and the Lenders,
in which case, such resigning Issuing Bank shall be replaced in accordance with ‎the foregoing provisions of this Section 2.06(i).


 






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


 


(k)           LC
Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any
document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum
stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect
at the time of determination.


 


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


 


(m)          Issuing
Bank Reports to the Administrative Agent. In the event JPMCB is not the only Issuing Bank, and unless otherwise agreed by the Administrative
Agent, each Issuing Bank other than JPMCB shall, in addition to its notification obligations set forth elsewhere in this Section, report
in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the
Administrative Agent) in respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions and amendments,
all expirations and cancelations and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing Bank
issues, amends or extends any Letter of Credit, the date of such issuance, amendment or extension, and the stated amount of the Letters
of Credit issued, amended or extended by it and outstanding after giving effect to such issuance, amendment or extension (and whether
the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date
and amount of such LC Disbursement, (iv) on any Business Day on which the Borrowers fail to reimburse an LC Disbursement required
to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such LC Disbursement, and (v) on any
other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by
such Issuing Bank.


 






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(n)           Existing
Letters of Credit. By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further
action by any Person), the Existing Letters of Credit shall be deemed to have been issued under this Agreement and the rights and obligations
of the applicable Issuing Bank and the account party thereunder shall be subject to the terms hereof.


 


SECTION 2.07.       Funding
of Borrowings.


 


(a)           Each
Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof solely by wire transfer of immediately available
funds (i) in the case of Loans denominated in Dollars, by 1:00 p.m., Chicago time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage and
(ii) in the case of each Loan denominated in a Foreign Currency, by 1:00 p.m. Chicago time, in the city of the Administrative
Agent’s Term Benchmark Payment Office for such currency and Borrower and at such Term Benchmark Payment Office for such currency
and Borrower in an amount denominated in such currency equal to such Lender’s Applicable Percentage; provided that (i) Term
Loans shall be made as provided in Section 2.01(b) and (ii) Swingline Loans shall be made as provided in Section 2.05.
The Administrative Agent will make such Loans available to the Borrower Representative by promptly crediting the funds so received in
the aforesaid account of the Administrative Agent to the Funding Account; provided that ABR Revolving Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing
Bank.


 


(b)           Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with paragraph (a) of this Section 2.07 and may, in reliance
upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the applicable Overnight Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable
to ABR Loans, or in the case of Foreign Currencies, in accordance with such market practice, in each case, as applicable. If such Lender
pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing;
provided, that any interest received from any Borrower by the Administrative Agent during the period beginning when the Administrative
Agent funded the Borrowing until such Lender pays such amount shall be solely for the account of the Administrative Agent.


 


SECTION 2.08.        Interest
Elections. (a) Each Borrowing initially shall be of the Type and Agreed Currency specified in the applicable Borrowing Request
and, in the case of a Term Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter,
the Borrower Representative may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of
a Term Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.08. The Borrower Representative
may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered
a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.


 






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(a)           To
make an election pursuant to this Section 2.08, the Borrower Representative shall notify the Administrative Agent of such election
either in writing (delivered by hand or by fax) by delivering and Interest Election Request signed by a Financial Officer of the Borrower
Representative or through any Electronic System, if arrangements for doing so have been approved by the Administrative Agent, by the
time that a Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a Borrowing of the Type resulting
from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable. Notwithstanding
any contrary provision herein, this Section shall not be construed to permit any Borrower to (i) change the currency of any
Borrowing, (ii) elect an Interest Period for Term Benchmark Loans that does not comply with Section 2.02(d), (iii) convert
any Borrowing to a Borrowing of a Type not available under the Class of Commitments pursuant to which such Borrowing was made or
(iv) elect the Canadian Prime Rate, Adjusted Daily Simple SOFR or a Central Bank Rate (it being understood and agreed that the Canadian
Prime Rate, Adjusted Daily Simple SOFR and the Central Bank Rate shall only apply to the extent provided in Sections 2.08(e), 2.14(a) and
2.14(f)).


 


(b)           Each
Interest Election Request (including requests submitted through any Electronic System) shall specify the following information in compliance
with Section 2.02:


 


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


 


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


 


(iii)         whether
the resulting Borrowing is to be an ABR Borrowing (in the case of a Borrowing denominated in Dollars) or a Term Benchmark Borrowing;
and


 


(iv)         if
the resulting Borrowing is a Term Benchmark Borrowing, the Interest Period and Agreed Currency to be applicable thereto after giving
effect to such election, which Interest Period shall be a period contemplated by the definition of the term “Interest Period”.


 


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


 


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


 


(d)           If
the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall automatically continue as a Term Benchmark Borrowing in the same Agreed Currency with an Interest Period
of one month unless (x) such Term Benchmark Borrowing is or was repaid in accordance with Section 2.11 or (y) such Borrower
shall have given the Administrative Agent an Interest Election Request requesting that, at the end of such Interest Period, such Term
Benchmark Borrowing continue as a Term Benchmark Borrowing for the same or another Interest Period (or, in the case of a Term Benchmark
Borrowing denominated in Dollars, such Term Benchmark Borrowing convert to an ABR Borrowing).


 






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Notwithstanding any contrary provision hereof,
if a Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower
Representative, then, so long as a Default is continuing:


 


(i)           no
outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing;


 


(ii)          unless
repaid, each Term Benchmark Borrowing denominated in Dollars and each RFR Borrowing shall be converted to an ABR Borrowing at the end
of the Interest Period applicable thereto (or the next succeeding Business Day if such day is not a Business Day) or immediately (in
the case of an RFR Borrowing);


 


(iii)         unless
repaid, each Term Benchmark Borrowing denominated in Canadian Dollars shall be converted to a Canadian Prime Borrowing at the end of
the Interest Period applicable thereto (or the next succeeding Business Day if such day is not a Business Day); and


 


(iv)         unless
repaid, each Term Benchmark Borrowing denominated in a Foreign Currency (other than Canadian Dollars) shall, on the last day of the Interest
Period applicable thereto (or the next succeeding Business Day if such day is not a Business Day), bear interest at a rate per annum
equal to the Central Bank Rate for such Foreign Currency plus the CBR Spread; provided that, if the Administrative Agent reasonably
determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for such Foreign Currency
cannot be determined, any outstanding affected Term Benchmark Loans denominated in such Foreign Currency shall either be (1) converted
to an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Amount of such Foreign Currency) at the end of the Interest
Period, as applicable, therefor or (2) prepaid at the end of the applicable Interest Period or on the Interest Payment Date, as
applicable, in full; provided further that if no election is made by the applicable Borrower by the earlier of (A) the date
that is three Business Days after receipt by such Borrower of such notice and (B) the last day of the current Interest Period for
the applicable Term Benchmark Loan, such Borrower shall be deemed to have elected clause (1) above.


 


SECTION 2.09.       Termination
or Reduction of Commitments; Increase in Commitments.


 


(a)            Unless
previously terminated, (i) the Term Loan Commitments shall terminate on the Effective Date upon the earlier of the funding of the
Term Loans (immediately after giving effect to such funding) and 4:00 p.m. (Chicago time) on the Effective Date and (ii) all
other Commitments shall terminate on the Revolving Credit Maturity Date.


 


(b)            The
Borrowers may at any time terminate the Revolving Commitments upon the Payment in Full of the Secured Obligations. In addition, the Borrowers
may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall
be in an amount that is an integral multiple of the Dollar Equivalent of $5,000,000 and not less than the Dollar Equivalent of $10,000,000
and (ii) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment
of the Loans in accordance with Section 2.11, (x) any Lender’s Revolving Exposure would exceed its Revolving Commitment
or (y) the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment.


 






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(c)           The
Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph
(b) of this Section 2.09 at least three (3) Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise
the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Revolving Commitments delivered by the Borrower Representative may state that such
notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice
may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if
such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Revolving
Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.


 


(d)           The
Borrowers may from time to time elect to increase the Revolving Commitments or enter into one or more additional tranches of term loans
(each, an “Incremental Term Loan”), in each case in a minimum amount of $15,000,000, so long as, there are only a
maximum of 4 such requests after the Effective Date and after giving effect thereto, the aggregate amount of all such Revolving Commitment
increases and all such Incremental Term Loans does not exceed $175,000,000. Each request from the Borrower Representative, on behalf
of the Borrowers, pursuant to this Section 2.09 shall set forth the requested amount and proposed terms of the relevant Revolving
Commitment increase or Incremental Term Loans. The Borrowers may arrange for any such Revolving Commitment increase or Incremental Term
Loan to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, or to participate in
such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other
entities (other than any Ineligible Institution) (each such new bank, financial institution or other entity, an “Augmenting
Lender” and, together with each Increasing Lender, collectively, the “Additional Lenders”), to increase
their existing Revolving Commitments, or to participate in such Incremental Term Loans, or extend Revolving Commitments, as the case
may be; provided, that each Augmenting Lender shall be subject to the approval of the Borrower Representative and the Administrative
Agent and, except in the case of an Incremental Term Loan, the Swingline Lender and the Issuing Bank, which approvals shall not be unreasonably
withheld, delayed or conditioned. No existing Lender shall have any obligation or be required to provide any Revolving Commitment increase
or any Incremental Term Loan unless it expressly so agrees. No consent of any Lender (other than the Lenders participating in such Revolving
Commitment increase or Incremental Term Loan) shall be required for any such increase or Incremental Term Loan pursuant to this Section 2.09.


 


(e)           Revolving
Commitment increases and Incremental Term Loans created pursuant to this Section 2.09 shall become effective on the date agreed
by the Borrower Representative, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative
Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving
Commitment of any Lender) or Incremental Term Loan shall become effective under this paragraph unless (i) on the proposed date of
the effectiveness of such Revolving Commitment increase or Incremental Term Loan, (A) the conditions set forth in paragraphs (a) and
(b) of Section 4.02 shall be satisfied both before and immediately after giving effect to such Revolving Commitment increase
or Incremental Term Loan or waived by the Required Lenders, and the Administrative Agent shall have received a certificate to that effect
dated such date and executed by a Financial Officer of the Borrower Representative and (B) the Loan Parties shall be in pro forma
compliance with each financial covenant set forth in Sections 6.12 and 6.13, recomputed (1) as if such Revolving Commitment increase
or Incremental Term Loan (and the application of proceeds thereof to the repayment of any other Indebtedness) had occurred on the first
day of the four-fiscal quarter period most recently ended preceding the date thereof for which the Borrower Representative has delivered
financial statements, and (2) with Consolidated Total Indebtedness, EBITDA and Interest Expense measured as of the date of and immediately
after giving effect to any funding in connection with such Revolving Commitment increase or Incremental Term Loan (and the application
of proceeds thereof to the repayment of any other Indebtedness), and assuming the full drawing under any such Revolving Commitment increase
or Incremental Term Loan, and (ii) the Administrative Agent shall have received documents consistent with those delivered on the
Effective Date as to the organizational power and authority of the Borrowers to borrow hereunder immediately after giving effect to such
Revolving Commitment increase or Incremental Term Loan.


 






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(f)            On
the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall
make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for
the benefit of the other Lenders, as being required in order to cause, after giving effect to such Revolving Commitment increase and
the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all
the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other
adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees
and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to
effect such reallocation and (ii) except in the case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid
and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to
consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified by the Borrower Representative to the
Administrative Agent). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied
by payment of all accrued interest on the amount prepaid and, in respect of each Term Benchmark Loan, shall be subject to indemnification
by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related
Interest Periods.


 


(g)           The
Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and the existing Term Loans,
(ii) shall not mature earlier than the latest Maturity Date in effect at such time (but may have amortization prior to such date),
(iii) shall have a weighted average life to maturity that is no earlier than the weighted average life to maturity of the existing
Term Loans, and (iv) shall be treated substantially the same as (and in any event no more favorable in any material respect than)
the existing Term Loans or Revolving Loans; provided, that (A) any fees applicable to the increase in Revolving Loans and
the Incremental Term Loans shall be determined by the Borrowers, the Administrative Agent and the applicable Additional Lenders, (B) the
Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans and (C) the terms and conditions
applicable to any tranche of Incremental Term Loans maturing after the latest Maturity Date in effect at such time may provide for material
additional or different financial or other covenants or prepayment requirements applicable only during periods after such Maturity Date.


 


(h)           Incremental
Term Loans or increase in the Revolving Commitments may be made hereunder pursuant to an amendment or restatement (an “Incremental
Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Lender
participating in such increase or Incremental Term Loan, as applicable, and the Administrative Agent. Each Incremental Facility Amendment
may, without the consent of any other Lenders (except to the extent required pursuant to the provisos in Section 9.02(a)) or the
Required Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable
opinion of the Administrative Agent, to effect the provisions of this Section 2.09. Nothing contained in this Section 2.09
shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder,
or provide Incremental Term Loans, at any time. Within a reasonable time after the effective date of any increase or addition, the Administrative
Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase or addition and shall
distribute such revised Commitment Schedule to each of the Lenders and the Borrowers, whereupon such revised Commitment Schedule shall
replace the old Commitment Schedule and become part of this Agreement.


 






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(i)            In
connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.09, any new lending
institution becoming a party hereto shall (i) assume all of the rights and obligations of a “Lender” hereunder, (ii) execute
such documents and agreements as the Administrative Agent may reasonably request and (iii) provide to the Administrative Agent,
its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply
with “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT
Act.


 


SECTION 2.10.       Repayment
and Amortization of Loans; Evidence of Debt.


 


(a)           The
Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each Revolving Lender the then unpaid
principal amount of each Revolving Loan on the Revolving Credit Maturity Date in the currency of such Loan.


 


(b)           The
Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each Term Lender on the last Business
Day of each calendar quarter set forth below the aggregate principal amount set forth opposite such date (as adjusted from time to time
pursuant to Section 2.11(c) or 2.18(b)):


 


	Calendar Quarter Ending	 	Amount	 
	June 30, 2022	 	$	1,562,500	 
	September 30, 2022	 	$	1,562,500	 
	December 31, 2022	 	$	1,562,500	 
	March 31, 2023	 	$	1,562,500	 
	June 30, 2023 and each calendar quarter ending thereafter	 	$	3,125,000	 



 


To the extent not previously paid, the remaining
outstanding principal amount of all Term Loans shall be paid in full in cash in Dollars on the Term Loan Maturity Date.


 


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


 


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


 


(e)          The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section 2.10 shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to
repay the Loans in accordance with the terms of this Agreement.


 






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


 


SECTION 2.11.       Prepayment
of Loans.


 


(a)           The
Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice
in accordance with paragraph (d) of this Section 2.11 and, if applicable, payment of any break funding expenses under Section 2.16,
but without any other penalty premium or other prepayment fee.


 


(b)           In
the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party or any Subsidiary in respect of any
Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received by such Loan Party or any Subsidiary, prepay
the Obligations as set forth in Section 2.11(c) below in an aggregate amount equal to 100% of such Net Proceeds; provided
that in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, if
the Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Loan
Parties intend to reinvest the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after
receipt of such Net Proceeds, to either (i) acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding
inventory) to be used in the business of the Loan Parties, or (ii) consummate a Permitted Acquisition, and certifying that no Event
of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds
specified in such certificate; provided that the Borrower Representative may request a ninety (90) day extension of such
reinvestment period, and the Administrative Agent may agree to such extension in its sole discretion. Any Net Proceeds of such Prepayment
Event which have not been so reinvested shall be applied as set forth in Section 2.11(c).


 


(c)           All
such amounts pursuant to Section 2.11(b) shall be applied, first, to prepay the Term Loans (to be applied to installments
of the Term Loans in inverse order of maturity), and second, to prepay the Revolving Loans (including Swingline Loans) without
a corresponding reduction in the Revolving Commitments and to cash collateralize outstanding LC Exposure.


 


(d)           The
Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender)
by fax or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, of any prepayment hereunder
not later than 10:00 a.m., Chicago time, (A) in the case of prepayment of a Term Benchmark Borrowing, three (3) Business Days
before the date of prepayment, (B) in the case of prepayment of an RFR Borrowing, five (5) Business Days before the date of
prepayment, (C) in the case of prepayment of an ABR Borrowing, one (1) Business Day before the date of prepayment or (D) in
the case of a Swingline Loan, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date
and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given
in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice
of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt
of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same
Type as provided in Section 2.02. Subject to Section 2.11(c), each prepayment of a Borrowing of any Class shall be applied
ratably to the Loans of such Class included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest
to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.


 






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(e)           If
at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal
Dollar Amount of all of the Revolving Exposures (calculated, with respect to those Loans and Letters of Credit denominated in Foreign
Currencies, as of the most recent Revaluation Date with respect to each such Loan and Letter of Credit) exceeds the aggregate Revolving
Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the Revolving Exposures attributable to Loans and
Letters of Credit denominated in Foreign Currencies (so calculated) exceeds the aggregate Global Revolving Commitments or (ii) solely
as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving
Exposures (so calculated) exceeds 105% of the aggregate Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount
of all of the Revolving Exposures attributable to Loans and Letters of Credit denominated in Foreign Currencies (so calculated) exceeds
105% of the aggregate Global Revolving Commitments, then the Borrowers shall, in each case, following receipt of notice from the Administrative
Agent, repay Revolving Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j),
as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of all Revolving Exposures (so
calculated) to be less than or equal to the aggregate Revolving Commitments or (y) the aggregate Dollar Amount of all Revolving
Exposures attributable to Loans and Letters of Credit denominated in Foreign Currencies (so calculated) to be less than or equal to the
aggregate Global Revolving Commitments.


 


SECTION 2.12.       Fees.


 


(a)          The
Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable
Rate, on the daily amount of the Available Revolving Commitment of such Revolving Lender during the period from and including the Effective
Date to but excluding the date on which the Revolving Commitments terminate. Commitment fees accrued through and including the last day
of March, June, September and December of each year shall be payable in arrears on the fifteenth day following each such last
day and on the date on which the Revolving Commitments terminate commencing on the first such date to occur after the date hereof. All
commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed, (including
the first day and last day of each period but excluding the date on which the Revolving Commitments terminate).


 


(b)          [Reserved].


 


(c)          The
Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect
to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable
to Term Benchmark Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of
the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure
and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue a rate per annum of 0.125% on the daily maximum
stated Dollar Amount then available to be drawn under each outstanding Letter of Credit issued by it, during the period from and including
the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases
to be any LC Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as the Issuing Bank’s standard fees
and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment or extension of any Letter
of Credit or processing of drawings thereunder. Participation fees and other fees accrued through and including the last day of March,
June, September and December of each year shall be payable on the fifteenth day following each such last day, commencing on
the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand.
Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All
participation fees and other fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).


 






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


 


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


 


SECTION 2.13.       Interest.
(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus
the Applicable Rate.


 


(b)          The
Loans comprising each Term Benchmark Borrowing shall bear interest at the Term Benchmark for the applicable currency and for the Interest
Period in effect for such Borrowing plus the Applicable Rate.


 


(c)          The
Loans comprising each RFR Loan shall bear interest at a rate per annum equal to the Adjusted Daily Simple SOFR plus the Applicable Rate.
The Loans comprising each Canadian Prime Loan shall bear interest at a rate per annum equal to the Canadian Prime Rate plus the Applicable
Rate.


 


(d)          Notwithstanding
the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders may, at
their option, by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding
any provision of Section 9.02 requiring the consent of “each Lender directly affected thereby” for reductions in interest
rates), declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the
preceding paragraphs of this Section 2.13 or (ii) in the case of any other amount outstanding hereunder, such amount shall
accrue at 2% plus the rate applicable to ABR Loans as provided in the preceding paragraphs of this Section 2.13.


 


(e)          Accrued
interest on each Loan (for ABR Loans, accrued through the last day of the prior fiscal quarter) shall be payable in arrears, in the same
Agreed Currency as the applicable Loan, on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination
of the Revolving Commitments; provided that (A) interest accrued pursuant to Section 2.13(d) shall be payable on
demand, (B) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the
end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment
or prepayment and (C) in the event of any conversion of any Term Benchmark Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


  



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(f)            All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest (i) computed by reference to the CDOR
Rate, the Canadian Prime Rate or the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate, in each case,
shall be computed on the basis of a year of 365 days (or 366 days in a leap year), (ii) for Borrowings denominated in Australian
Dollars shall be computed on the basis of a year of 365 days and (iii) for Borrowings denominated in New Zealand Dollars shall
be computed on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding
principal amount of such Loan as of the applicable date of determination. The applicable Alternate Base Rate, Adjusted Term SOFR Rate,
Term SOFR Rate, Adjusted AUD Rate, AUD Rate, Adjusted NZD Rate, NZD Rate, Adjusted CDOR Rate, CDOR Rate, Adjusted EURIBOR Rate, EURIBOR
Rate, Adjusted Daily Simple SOFR, Daily Simple SOFR or Central Bank Rate shall be reasonably determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.


 


SECTION 2.14.     Alternate
Rate of Interest.


 


(a)            Subject
to clauses (b), (c), (d), (e) and (f) of this Section 2.14, if:


 


(i)            the
Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) (A) prior
to the commencement of any Interest Period for a Term Benchmark Borrowing that adequate and reasonable means do not exist for ascertaining,
(including, without limitation, by means of an Interpolated Rate or because the Relevant Screen Rate is not available or published on
a current basis) the Alternate Base Rate, the Adjusted Term SOFR Rate, the Term SOFR Rate, the Adjusted AUD Rate, the AUD Rate, the Adjusted
CDOR Rate, the CDOR Rate, the Adjusted EURIBOR Rate, the EURIBOR Rate, the Adjusted NZD Rate or the NZD Rate, as applicable, for such
Interest Period and currency, or (B) at any time that adequate and reasonable means do not exist for ascertaining the applicable
Adjusted Daily Simple SOFR or Daily Simple SOFR for an RFR Loan; or


 


(ii)           the
Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark
Borrowing that the Adjusted Term SOFR Rate, the Term SOFR Rate, the Adjusted AUD Rate, the AUD Rate, the Adjusted CDOR Rate, the CDOR
Rate, the Adjusted EURIBOR Rate, the EURIBOR Rate, the Adjusted NZD Rate, the NZD Rate, as applicable, for the applicable Interest Period
and currency will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans included
in such Borrowing for such Interest Period and currency or (B) at any time, the applicable Adjusted Daily Simple SOFR for an RFR
Loan will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included
in such Borrowing;


 


then the Administrative Agent shall give notice
thereof to the Borrower Representative and the Lenders through Electronic System as provided in Section 9.01 as promptly as practicable
thereafter and, until (x) the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving
rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower Representative delivers a new Interest
Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03,
(A) for Loans denominated in Dollars, any Interest Election Request that requests the conversion of any Revolving Borrowing to,
or continuation of any Revolving Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Revolving
Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for an (1) an RFR Borrowing
so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.14(a)(i) or (ii) above or (2) an ABR
Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.14(a)(i) or (ii) above, (B) for Loans
denominated in Canadian Dollars, any Interest Election Request that requests the continuation of any Revolving Borrowing as a Term Benchmark
Borrowing and any Borrowing Request that requests a Term Benchmark Revolving Borrowing shall instead be deemed to be an Interest Election
Request or a Borrowing Request for a Canadian Prime Borrowing and (C) for Loans denominated in a Foreign Currency (other than Canadian
Dollars), any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term
Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing for the relevant Benchmark shall be ineffective;
provided that, if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings
shall be permitted.


 






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Furthermore,
if any Term Benchmark Loan in any Agreed Currency or RFR Loan is outstanding on the date of a Borrower’s receipt of the notice
from the Administrative Agent referred to in this ‎Section 2.14(a) with respect to a Relevant Rate applicable to such Term
Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the Borrower Representative and the Lenders that the
circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a
new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms
of Section 2.03, (A) for Loans denominated in Dollars, any Term Benchmark Loan shall on the last day of the Interest
Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative
Agent to, and shall constitute, (1) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.14(a)(i) or
(ii) above or (2) an ABR Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.14(a)(i) or
(ii) above, (B) any RFR Loan shall immediately by converted by the Administrative Agent to, and shall constitute, an ABR Borrowing,
(C) for Loans denominated in Canadian Dollars, any Term Benchmark Loan shall on the last day of the Interest Period applicable to
such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall
constitute, a Canadian Prime Borrowing, and (D) for Loans denominated in a Foreign Currency (other than Canadian Dollars), any Term
Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day
is not a Business Day) bear interest at the Central Bank Rate for the applicable Foreign Currency plus the CBR Spread; provided
that, if the Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) that
the Central Bank Rate for the applicable Foreign Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated
in such Foreign Currency shall, at the Borrower Representative’s election prior to such day: (1) be prepaid by the Borrowers
on such day or (2) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark
Loan denominated in such Foreign Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest
at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time.


 


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


 






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


 


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


 


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


 


(f)            Upon
the Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Representative
may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted
or continued during any Benchmark Unavailability Period and, in the absence of such revocation: (x) the Borrower Representative
will be deemed to have converted any such request for a Term Benchmark Borrowing denominated in Dollars into a request for a Borrowing
of or conversion to (i) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition
Event or (ii) an ABR Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, (y) the Borrower
Representative will be deemed to have converted any such request for a Term Benchmark Borrowing denominated in Canadian Dollars into
a request for a Borrowing of or conversion to a Canadian Prime Borrowing or (z) any request relating to a Term Benchmark Borrowing
denominated in a Foreign Currency (other than Canadian Dollars) shall be ineffective. During any Benchmark Unavailability Period or at
any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark
or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.


 






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Furthermore, if any Term Benchmark Loan in any
Agreed Currency or any RFR Loan is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark
Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark
Replacement for such Agreed Currency is implemented pursuant to this Section 2.14:


 


(i)            (1) any
such Term Benchmark Loan denominated in Dollars shall on the last day of the Interest Period applicable to such Loan (or the next succeeding
Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing
so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) an ABR Loan if the Adjusted
Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any such RFR Loan shall on and from such day
be converted by the Administrative Agent to, and shall constitute, an ABR Loan;


 


(ii)           any
such Term Benchmark Loan denominated in Canadian Dollars shall on the last day of the Interest Period applicable to such Loan (or the
next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a
Canadian Prime Loan; and


 


(iii)          if
such Term Benchmark Loan is denominated in any Foreign Currency (other than Canadian Dollars), then such Loan shall, on the last day
of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), bear interest
at the Central Bank Rate for the applicable Foreign Currency plus the CBR Spread; provided that if the Administrative Agent reasonably
determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for such Foreign Currency
cannot be determined, any outstanding affected Term Benchmark Loans denominated in such Foreign Currency shall at the Company’s
election prior to such day: (A) be prepaid by the Company on such day or (B) solely for the purpose of calculating the interest
rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in such Foreign Currency shall be deemed to be a Term
Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated
in Dollars at such time.


 


SECTION 2.15.     Increased
Costs. (a) If any Change in Law shall:


 


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


 


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


 


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


 






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and the result of any of the foregoing shall
be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan (or of
maintaining its obligation to make any such Loan) (including, without limitation, pursuant to any conversion of any Borrowing denominated
in an Agreed Currency into a Borrowing denominated in any other Agreed Currency) or to increase the cost to such Lender, the Issuing
Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (including, without limitation, pursuant
to any conversion of any Borrowing denominated in an Agreed Currency into a Borrowing denominated in any other Agreed Currency) or to
reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal,
interest or otherwise) (including, without limitation, pursuant to any conversion of any Borrowing denominated in an Agreed Currency
into a Borrowing denominated in any other Agreed Currency), then the Borrowers will pay to such Lender, the Issuing Bank or such other
Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient,
as the case may be, for such additional costs incurred or reduction suffered.


 


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


 


(c)            A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank
or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.15 shall be delivered
to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing Bank,
as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


(d)            Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be
required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more
than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower Representative of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim
compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive,
then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


SECTION 2.16.     Break
Funding Payments. (a) With respect to Loans that are not RFR Loans, in the event of (i) the payment of any principal of
any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default
or as a result of any optional or mandatory prepayment of Loans), (ii) the conversion of any Term Benchmark Loan other than on the
last day of the Interest Period applicable thereto, (iii) the failure to borrow, convert, continue or prepay any Term Benchmark
Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09
and is revoked in accordance therewith), (iv) the failure by any Borrower to make any payment of any Loan or drawing under any Letter
of Credit (or interest due thereof) denominated in a Foreign Currency on its scheduled due date or any payment thereof in a different
currency or (v) the assignment of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as
a result of a request by the Borrower Representative pursuant to Section 2.19 or 9.02(d) or the CAM Exchange, then, in any
such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event.


 






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(b)            With
respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable
thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the failure to borrow
or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked
under ‎Section 2.09 and is revoked in accordance therewith), or (iii) the assignment of any RFR Loan other than on the
Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to ‎Section 2.19 or 9.02(d) or
the CAM Exchange, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such
event.


 


(c)            A
certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount
shown as due on any such certificate within ten (10) days after receipt thereof.


 


SECTION 2.17.     Withholding
of Taxes; Gross-Up.


 


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


 


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


 


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


 


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


 






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(e)            Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document
or otherwise payable by the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent
under this Section 2.17(e).


 


(f)            Status
of Lenders.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(g)           Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant
to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including
Taxes) of such Indemnitee 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 Indemnitee, shall repay to such Indemnitee the amount paid over pursuant to
this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that
such Indemnitee is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph
(g), in no event will the Indemnitee be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment
of which would place the Indemnitee in a less favorable net after-Tax position than the Indemnitee would have been in if the Tax subject
to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments
or additional amounts giving rise to such refund had never been paid. This paragraph (g) shall not be construed to require any Indemnitee
to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party
or any other Person.


 


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


 


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


 


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


 


(a)            The
Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments denominated
in Dollars, 2:00 p.m., Chicago time and (ii) in the case of payments denominated in a Foreign Currency, 2:00 p.m., Chicago time,
in the city of the Administrative Agent’s Term Benchmark Payment Office for such currency, in each case on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion
of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made (i) in the same currency in which the applicable Loan or Letter of Credit was made (unless
otherwise expressly provided under Section 2.06) and (ii) to the Administrative Agent at its offices at 10 South Dearborn Street,
Floor L2, Chicago, Illinois, or, in the case of a Loan or a Letter of Credit denominated in a Foreign Currency, the Administrative
Agent’s Term Benchmark Payment Office for such currency, except payments to be made directly to the Issuing Bank or Swingline Lender
as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons
entitled thereto. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under
this Agreement be made in the United States. The Administrative Agent shall distribute any such payments denominated in the same currency
received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder
shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing
provisions of this Section, if, after the making of any Loan or Letter of Credit in any Foreign Currency, currency control or exchange
regulations are imposed in the country which issues such currency with the result that the type of currency in which the Loan or Letter
of Credit was made (the “Original Currency”) no longer exists or any Borrower is not able to make payment to the Administrative
Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency
shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due,
it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange
regulations.


 






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(b)            Any
payments and any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment
of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers) or
(B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default
has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied
ratably first, to pay any fees, indemnities, or expense reimbursements then due to the Administrative Agent, the Swingline Lender
and the Issuing Bank from the Borrowers (other than in connection with Banking Services Obligations or Swap Agreement Obligations), second,
to pay any fees, indemnities, or expense reimbursements then due to the Lenders from the Borrowers (other than in connection with Banking
Services Obligations or Swap Agreement Obligations), third, to pay interest then due and payable on the Loans ratably, fourth,
to prepay principal on the Loans and unreimbursed LC Disbursements, and to pay any amounts owing in respect of Swap Agreement Obligations
up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22, ratably (with amounts
applied to the Term Loans applied to installments of the Term Loans in the inverse order of maturity), fifth, to pay an amount
to the Administrative Agent equal to one hundred five percent (105%) of the aggregate LC Exposure, to be held as cash collateral for
such Obligations, sixth, to pay any amounts owing in respect of Banking Services Obligations and Swap Agreement Obligations not
already paid pursuant to clause “fourth” above, ratably, and seventh, to the payment of any other Secured Obligation
due to the Administrative Agent or any Lender by the Borrowers. Notwithstanding the foregoing, (A) amounts received from
any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party and (B) no Non-Global Lender shall receive
any amount with respect to any Obligation denominated in any Foreign Currency or in respect of any Revolving Exposure denominated in
a Foreign Currency. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative,
or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any
Term Benchmark Loan of a Class, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event,
and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Borrowers shall pay
the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing
and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.


 






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


 


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


 


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


 






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(f)            If
any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender
to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid and/or (ii) hold any
such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender hereunder.
Application of amounts pursuant to clauses (i) and (ii) above shall be made in any order determined by the Administrative
Agent in its discretion.


  


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


 


SECTION 2.19.     Mitigation
Obligations; Replacement of Lenders.


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


(i)            all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders
in accordance with their respective Applicable Percentages but only (x) to the extent that the conditions set forth in Section 4.02
are satisfied at the time of such reallocation (and, unless the Borrower Representative shall have otherwise notified the Administrative
Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time)
and (y) to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s
Revolving Exposure to exceed its Revolving Commitment;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


SECTION 2.22.     Banking
Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services (excluding Lease Financing) for, or having
Swap Agreements with, any Loan Party or any Subsidiary of a Loan Party shall upon request of the Administrative Agent, deliver to the
Administrative Agent, from time to time a summary of the amounts due or to become due in respect of such Banking Services Obligations
and Swap Agreement Obligations. For the avoidance of doubt, so long as JPMCB or its Affiliate is the Administrative Agent, neither JPMCB
nor any of its Affiliates providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary of a Loan
Party shall be required to provide any notice described in this Section 2.22 in respect of such Banking Services or Swap Agreements.


 






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ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


Each Loan Party represents
and warrants to the Lenders that:


 


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


 


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


 


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


 


SECTION 3.04.        Financial
Condition; No Material Adverse Change.


 


(a)            The
Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders’ equity and
cash flows as of and for the fiscal year ended December 31, 2021, reported on by Deloitte & Touche LLP, independent public
accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations of
the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end
audit adjustments and the absence of footnotes.


 


(b)            No
event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since December 31,
2021.


 


SECTION 3.05.        Properties.
(a) As of the Effective Date, Schedule 3.05 sets forth the address of each parcel of real property that is owned or
leased by any Loan Party. Each of the Loan Parties and each of its Subsidiaries has good and indefeasible title to, or valid leasehold
interests in, all of its real and personal property, free of all Liens other than those permitted by Section 6.02.


 


(b)            Each
Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property
necessary to its business as currently conducted. The use of such intellectual property by each Loan Party and each Subsidiary does not
infringe in any material respect upon the rights of any other Person, and each Loan Party’s and each Subsidiary’s rights
thereto are not subject to any licensing agreement or similar arrangement (other than licenses of Intellectual Property permitted by
Section 6.05). A correct and complete list of registered intellectual property and applications for any such registrations
owned by each Loan Party and each Subsidiary, as of the Effective Date, is set forth on Schedule 3.05.


 






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SECTION 3.06.        Litigation
and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority
pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as
to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Document or the Transactions.


 


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


 


SECTION 3.07.        Compliance
with Laws and Agreements; No Default. Except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with (i) all Requirement of
Law applicable to it or its property and (ii) all indentures, agreements and other instruments binding upon it or its property.
No Default has occurred and is continuing. No Loan Party has contravened or will contravene Chapter 2E or 2J of the Australian Corporations
Act or sections 76 to 81 of the NZ Companies Act by entering into a Loan Document or participating in any transaction in connection with
any Loan Document.


 


SECTION 3.08.        Investment
Company Status. No Loan Party or any Subsidiary is an “investment company” as defined in, or subject to regulation under,
the Investment Company Act of 1940.


 


SECTION 3.09.        Taxes.
Each Loan Party and each Subsidiary has timely filed or caused to be filed all federal, state, and material local and other Tax returns
and reports required to have been filed by it and has paid or caused to be paid all federal, state, and material local and other Taxes
required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which
such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) Taxes in respect of which
the aggregate liability does not exceed $250,000. No tax liens (other than Liens permitted by Section 6.02) have been filed and
no claims in excess of $250,000 (individually or in the aggregate) are being asserted with respect to any such taxes except Taxes that
are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set
aside on its books adequate reserves.


 


SECTION 3.10.        ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87
or subsequent recodification thereof, as applicable) did not, as of the date of the most recent financial statements reflecting such
amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts, exceed by more than $250,000 the fair market value of the
assets of all such underfunded Plans. None of the Loan Parties or any of their Subsidiaries is an entity deemed to hold “plan assets”
(within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated
under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. Except where non-compliance or the incurrence
of an obligation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Foreign
Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, and neither
the Company nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign
Plan.


 






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SECTION 3.11.        Disclosure.


 


(a)            The
Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or
any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on
behalf of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement
or any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement
of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading in any material respect; provided that, with respect to projected financial information, the Loan Parties
represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered
and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date (it being understood
that forecasts and projections are subject to contingencies and no assurance can be given that any forecast or projection will be realized).


 


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


 


SECTION 3.12.        Material
Agreements. All material agreements and contracts to which any Loan Party or any Subsidiary is a party or is bound as of the Effective
Date are listed on Schedule 3.12. To the knowledge of any Loan Party, no Loan Party or any Subsidiary is in default in the
performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in (i) any material
agreement or contract to which it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness having an
outstanding principal amount in excess of $3,000,000.


 


SECTION 3.13.        Solvency.


 


(a)            Upon
and immediately after the consummation of the Transactions to occur on the Effective Date, and immediately after the making of each advance
of a Loan and each issuance of a Letter of Credit hereunder, and in all instances after giving effect to the application of the proceeds
of such Loan, (i) the fair value of the assets of the Loan Parties, taken as a whole, at a fair valuation, will exceed their debts
and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Loan Parties,
taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Loan Parties,
taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities
become absolute and matured; and (iv) the Loan Parties, taken as a whole, will not have unreasonably small capital with which to
conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted after the Effective
Date.


 






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(b)            The
Loan Parties, taken as a whole, do not intend to, and do not believe that they will, incur debts beyond their ability to pay such debts
as they mature, taking into account the timing of and amounts of cash to be received by them and the timing of the amounts of cash to
be payable on or in respect of their Indebtedness.


 


SECTION 3.14.        Insurance.
Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries
as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. Each Borrower maintains,
and has caused each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance on all their real and
personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks which,
to the knowledge of the Borrowers, are adequate and customarily maintained by comparable companies engaged in the same or similar businesses
operating in the same or similar locations.


 


SECTION 3.15.        Capitalization
and Subsidiaries. As of the Effective Date, Schedule 3.15 sets forth (a) a correct and complete list of the name
and relationship to the Company of each and all of the Company’s Subsidiaries, (b) a true and complete listing of each class
of each Borrower’s (other than the Company’s) authorized Equity Interests, all of which issued Equity Interests are validly
issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15,
(c) the type of entity of the Company and each of its Subsidiaries and (d) whether any such Subsidiary is a Loan Party. All
of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect
to such ownership interests) duly authorized and issued and are fully paid and non-assessable. As of the Effective Date, there are no
outstanding commitments or other obligations of any Loan Party to issue, and no options, warrants or other rights of any Person to acquire,
any shares of any class of capital stock or other equity interests of any Loan Party other than the Company.


 


SECTION 3.16.        Security
Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the
Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and, upon filing of UCC financing statements
and the taking of any other actions or making of filings required for perfection under the laws of the relevant Collateral Documents
and specified herein or in such Collateral Documents, as, and when necessary and required, and if applicable, the taking of actions or
making of filings with respect to intellectual property registrations or applications issued or pending as specified, such Liens constitute
perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and
all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances,
to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any
applicable law or agreement permitted hereunder and (b) Liens perfected only by possession (including possession of any certificate
of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.


 


SECTION 3.17.        Employment
Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or,
to the knowledge of any Loan Party, threatened in writing. The hours worked by and payments made to employees of the Loan Parties and
their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign
law dealing with such matters which would have a Material Adverse Effect on the Loan Parties. All material payments due from any Loan
Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages and employee
health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party or such Subsidiary.


 






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SECTION 3.18.        Federal
Reserve Regulations. No Borrower is engaged and will not engage, principally or as one of its important activities, in the business
of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the
proceeds of any Loan or Letter of Credit extension hereunder will be used to buy or carry any Margin Stock or for any purpose that entails
a violation of any of the Regulations of the Board, including Regulations T, U and X. Following the application of the proceeds of each
Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Borrowers only or of the
Borrowers and their Subsidiaries on a consolidated basis) will be Margin Stock. Neither the making of any Loan hereunder nor the use
of proceeds thereof will violate the provisions of Regulation T, U or X.


 


SECTION 3.19.        Use
of Proceeds. The proceeds of the Loans have been used and will be used, whether directly or indirectly, as set forth in Section 5.08.


 


SECTION 3.20.        No
Burdensome Restrictions. No Loan Party is subject to any Burdensome Restrictions except Burdensome Restrictions permitted under Section 6.10.


 


SECTION 3.21.        Anti-Corruption
Laws and Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures designed to ensure compliance
by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable
Sanctions, and such Loan Party, its Subsidiaries and their respective officers and directors and, to the knowledge of such Loan Party,
its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly
engaged in any activity that could reasonably be expected to result in any Loan Party being designated as a Sanctioned Person. None of
(a) any Loan Party, any Subsidiary or any of their respective directors, officers or, to the knowledge of any such Loan Party or
Subsidiary, employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any Subsidiary
that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing
or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents will
violate Anti-Corruption Laws or applicable Sanctions.


 


SECTION 3.22.        Common
Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance
of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent on
the successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board of directors
or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (i) successful
operations of each of the other Loan Parties and (ii) the credit extended by the Lenders to the Borrowers hereunder, both in their
separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance
of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, in furtherance of its direct
and/or indirect business interests, will be of direct and/or indirect benefit to such Loan Party, and is in its best interest.


 


SECTION 3.23.        Affected
Financial Institutions. No Loan Party is an Affected Financial Institution.


 


SECTION 3.24.        Carrying
on Business; Assets. Each Loan Party is a resident of the United States for purposes of the Canada-United States Income Tax Convention
(the “Treaty”) and is entitled to the full benefits of the Treaty. No Loan Party has any taxable income earned in
Canada from a source that is neither a treaty-protected business nor a treaty-protected property, and does not carry on its business
principally in Canada.


 






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ARTICLE IV


 


CONDITIONS


 


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


 


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


 


(b)            Financial
Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company and
its Subsidiaries for the 2020 and 2021 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower and
its Subsidiaries for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant
to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in
the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the
Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph
and (iii) satisfactory Projections through 2027.


 


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


 


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




 






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(e)            Fees
and Other Amounts. The Lenders and the Administrative Agent shall have received (i) all fees required to be paid, and all expenses
for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date
and (ii) for the account of such applicable Persons, payment of all accrued and unpaid interest and fees outstanding immediately
prior to the effectiveness of this Agreement and owing to the Administrative Agent and the “Lenders” under the Existing Credit
Agreement. All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions
given by the Borrower Representative to the Administrative Agent on or before the Effective Date.


 


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


 


(g)            Funding
Account. The Administrative Agent shall have received a notice (which notice shall be in the form of a Borrowing Request or such other
form or method as approved by the Administrative Agent) setting forth the deposit account(s) of the Borrowers (as may be updated
from time to time by written notice from the Borrowers to the Administrative Agent, the “Funding Account”) to which
the Administrative Agent is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to
this Agreement and which, in the case of a Borrowing Request, shall be delivered in accordance with Section 2.03, together with a
customary funding indemnification letter to the extent any such Loan will be a Term Benchmark Loan.


 


(h)            Solvency.
The Administrative Agent shall have received a solvency certificate signed by a Financial Officer (on behalf of all Loan Parties) dated
the Effective Date in form and substance reasonably satisfactory to the Administrative Agent.


 


(i)            Pledged
Equity Interests; Stock Powers; Pledged Notes. To the extent not already in the possession of the Administrative Agent, the Administrative
Agent shall have received (i) the certificates representing the Equity Interests pledged pursuant to the Security Agreement, together
with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each
promissory note and other instrument or possessory collateral (if any) pledged to the Administrative Agent pursuant to the Security Agreement,
endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof or accompanied by allonges
or other acknowledgements signed in blank, as applicable.


 


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


 






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(k)            Letter
of Credit Application. If a Letter of Credit is requested to be issued on the Effective Date, the Administrative Agent shall have
received a properly completed letter of credit application (whether standalone or pursuant to a master agreement, as applicable).


 


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


 


(m)            Approvals.
(i) All governmental and third party approvals reasonably necessary in connection with the financing contemplated hereby and the
continuing operations of the Company and its Subsidiaries (including shareholder approvals, if applicable) shall have been obtained on
terms satisfactory to Administrative Agent and shall be in full force and effect, and all applicable waiting periods shall have expired
without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions
on any of the transactions contemplated hereby; and (ii) there are no injunctions or temporary restraining order which, in the judgment
of the Administrative Agent, would prohibit the financing contemplated hereby.


 


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


 


(o)            Insurance.
The Administrative Agent shall be satisfied with the amount, types and terms and conditions of all insurance maintained by the Loan Parties
and their Subsidiaries. The Administrative Agent shall have received copies of insurance policies, declaration pages, certificates and
endorsements of insurance or insurance binders evidencing liability, casualty, property, flood, terrorism and business interruption insurance
meeting the requirements set forth in the Loan Documents.


 


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


 


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


 


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


 






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


 


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


 


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


 


Each Borrowing and each issuance, amendment or
extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to
the matters specified in clauses (a) and (b) of this Section 4.02.


 


ARTICLE V


 


AFFIRMATIVE COVENANTS


 


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


 


SECTION 5.01.        Financial
Statements; Other Information. The Borrowers will furnish to the Administrative Agent:


 


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


 


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


 


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


 






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(d)            concurrently
with any delivery of financial statements under clause (a), (b) or (c) above, a certificate of a Financial Officer of the
Borrower Representative in substantially the form of Exhibit E (a “Compliance Certificate”) (i) certifying,
in the case of the financial statements delivered under clause (b) and (c), as presenting fairly in all material respects the
financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether
a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (iii) setting forth reasonably detailed calculations of the Consolidated Total Leverage Ratio demonstrating compliance
with Section 6.12, (iv) setting forth reasonably detailed calculations of the Consolidated Fixed Charge Coverage Ratio
demonstrating compliance with Section 6.13, and (v) stating whether any change in GAAP or in the application thereof has occurred
since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the
effect of such change on the financial statements accompanying such certificate;


 


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


 


(f)            promptly
upon request of Administrative Agent, copies of all tax returns filed by any Loan Party with the U.S. Internal Revenue Service;


 


(g)            if
requested by the Administrative Agent, as of the period then ended, a detailed listing of all intercompany loans made by the Loan Parties
during such prior period;


 


(h)            promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any
Loan Party or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with
any national securities exchange, or distributed by any Borrower to its shareholders generally, as the case may be; provided that any
filings available on EDGAR shall be deemed delivered to the Administrative Agent;


 


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


 


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


 






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Documents required to be delivered
pursuant to paragraphs (a), (b) or (h) of this Section 5.01 (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date
(i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (EDGAR)
or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each
Lender and the Administrative Agent have access (whether a commercial, third-party website or whether made available by the Administrative
Agent). The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred
to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery,
and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document
to it and maintaining its copies of such documents.


 


The Loan Parties acknowledge
that the Administrative Agent may order, at the Borrowers’ expense (which shall be limited to once per annum if no Event of Default
has occurred and is continuing), periodic certificates of good standing or the substantive equivalent available in the jurisdictions of
incorporation, formation or organization for each Loan Party from the appropriate governmental officer such jurisdiction; and


 


The Loan Parties hereby acknowledge
that (a) the Administrative Agent may, but shall not be obligated to, (and shall with respect to documents required to be delivered
pursuant to Sections 5.01(a), (b), and (c)) make available to the Lenders and the Issuing Bank materials and/or information provided
by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials
on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to
receive material non-public information with respect to the Borrowers or their Affiliates, or the respective securities of any of the
foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities (such
personnel, the “Public Side Personnel”). The Loan Parties hereby agree that they will use commercially reasonable
efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower
Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties
shall be deemed to have authorized the Administrative Agent, the Issuing Bank and the Lenders to treat such Borrower Materials as not
containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties or their
securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials
constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the
Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only
for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Loan
Parties shall be under no obligation to mark any Borrower Materials “PUBLIC”. Furthermore, each Public Lender agrees to cause
at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information”
or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance
with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws,
to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the
Platform and that may contain material non-public information with respect to the Loan Parties or their securities for purposes of United
States Federal or state securities laws; provided that such individual with access to the “Private Side Information” shall
not share such information with the Public Side Personnel.


 






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


 


(a)            the
occurrence of any Default;


 


(b)            receipt
of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened in writing against
any Loan Party or any Subsidiary that (i) seeks damages in excess of $1,500,000, (ii) seeks injunctive relief that could reasonably
be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets and
asserts liability on the part of any Loan Party or Subsidiary in excess of $1,000,000, (iv) alleges criminal misconduct by any Loan
Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement
of Law, or seeks to impose Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect,
(vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $1,000,000 in respect of any tax, fee, assessment,
or other governmental charge, or (vii) involves any material product recall;


 


(c)            any
Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral for an amount in excess of $500,000;


 


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


 


(e)            promptly
following any request therefor, copies of any detailed audit reports, management letters or recommendations submitted to the board of
directors (or the audit committee of the board of directors) of the Loan Parties by independent accountants in connection with the accounts
or books of the Loan Parties or any Subsidiary, or any audit of any of them as the Administrative Agent or any Lender (through the Administrative
Agent) may reasonably request;


 


(f)            all
material amendments to Material Indebtedness or Subordinated Indebtedness, together with a copy of each such amendment;


 


(g)            if
requested by the Administrative Agent, any Loan Party entering into a Swap Agreement (or an amendment thereto), together with (if requested
by the Administrative Agent) copies of all agreements evidencing such Swap Agreement or amendment;


 


(h)            the
occurrence of any ERISA Event (or, in the case of any Foreign Plan, a termination, withdrawal or noncompliance with applicable laws or
plan terms) that, alone or together with any other ERISA Events (or, in the case of any Foreign Plan, any other termination, withdrawal
or noncompliance with applicable laws or plan terms) that have occurred, could reasonably be expected to result in liability of the Loan
Parties and their Subsidiaries in an aggregate amount exceeding $1,000,000;


 


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


 


(j)            notice
of any action arising under any Environmental Law or of any noncompliance by the Loan Parties or any Subsidiary with any Environmental
Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably be expected
to result in a Material Adverse Effect;


 


(k)            any
material change in accounting or financial reporting practices by the Loan Parties or any Subsidiary which are not mandated by GAAP or
the rules and regulations of the Securities and Exchange Commission; and


 






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


 


Each notice delivered under this Section shall
be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details
of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


SECTION 5.03.        Existence;
Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary
to preserve, renew and keep in full force and effect (A) its legal existence and (B) except to the extent the failure to do
so could, individually or in the aggregate, not be reasonably expected to have a Material Adverse Effect, the rights, qualifications,
licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct
of its business (including licenses or permits issued, controlled, maintained or otherwise governed by the Bureau of Alcohol, Tobacco,
Firearms and Explosives of the United States’ Department of Justice), and maintain all requisite authority to conduct its business
in each jurisdiction in which its business is conducted, except to the extent the failure to do so could, individually or in the aggregate,
not be reasonably expected to have a Material Adverse Effect, provided that nothing in this Section 5.03 shall prohibit any
merger, consolidation, Division, liquidation or dissolution permitted under Section 6.03, and (b) carry on and conduct its
business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.


 


SECTION 5.04.        Payment
of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all other
material liabilities and obligations, including Taxes (other than Taxes in respect of which the aggregate liability does not exceed $250,000),
before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good
faith by appropriate proceedings, (b) such Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto
in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a
Material Adverse Effect; provided, however, that each Loan Party will, and will cause each Subsidiary to, remit withholding
taxes and other payroll taxes to appropriate Governmental Authorities as and when claimed to be due, notwithstanding the foregoing exceptions.


 


SECTION 5.05.        Maintenance
of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material to the conduct of
its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so could, individually
or in the aggregate, not be reasonably expected to have a Material Adverse Effect.


 


SECTION 5.06.        Books
and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) keep proper books of record and
account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities
and (b) permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative
Agent, any Lender or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable
prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, environmental assessment
reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountants,
all at such reasonable times and as often as reasonably requested. Upon the Administrative Agent’s prior written request, at the
Borrowers’ expense, the Loan Parties will deliver to the Administrative Agent on a one time basis an environmental assessment of
the real property prepared by an environmental engineer reasonably acceptable to the Administrative Agent, and accompanied by such reports,
certificates, studies or data as the Administrative Agent may reasonably require, all in form and substance satisfactory to the Administrative
Agent.


 






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SECTION 5.07.        Compliance
with Laws and Material Contractual Obligations. Except where the failure to do so could, individually or in the aggregate, not be
reasonably expected to have a Material Adverse Effect, each Loan Party will, and will cause each Subsidiary to, (i) comply with
each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all
material respects its obligations under material agreements to which it is a party. Each Loan Party will maintain in effect and enforce
policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers,
employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


SECTION 5.08.        Use
of Proceeds.


 


(a)            The
proceeds of the Revolving Loans, Swingline Loans and the Letters of Credit will be used only for financing the working capital needs
of the Borrowers and their Subsidiaries in the ordinary course of business and/or for other general corporate purposes of the Borrowers
and their Subsidiaries which are permitted hereunder (including, without limitation, to pay any consideration, fees or expenses in connection
with Permitted Acquisitions) and to refinance certain existing Indebtedness of the Borrowers (including, without limitation, under the
Existing Credit Agreement). The proceeds of the Term Loans will be used only for the working capital and general corporate needs of the
Borrowers and their Subsidiaries in the ordinary course of business and to refinance certain existing Indebtedness of the Borrowers (including,
without limitation, under the Existing Credit Agreement). Notwithstanding the foregoing or anything else contained in this Agreement,
after the Effective Date, if the proceeds of the Loans are directly deposited into a deposit account of the Company by the Administrative
Agent or any Lender pursuant to this Agreement, the Company shall cause all of such proceeds to be contributed (by intercompany loan
or Equity Interest contribution) to a Borrower (other than the Company) in immediately available funds, other than any proceeds used
(i) in connection with ordinary course administrative, maintenance or other similar obligations, fees, costs or expenses associated
with the Company’s ownership of its Subsidiaries or the Company’s obligations under the Loan Documents, (ii) for nonconsensual
obligations imposed by operation of law, (iii) for ordinary course administrative or other similar obligations, fees, costs or expenses
with respect to the Company’s Equity Interests and existence (including payroll and other expenses with respect to employees of
the Company or taxes owed by the Company) and for other general corporate and working capital purposes consistent with past practice,
and (iv) to make investments permitted under Section 6.04(c) (other than to a Loan Party that is not a Borrower), intercompany
loans permitted under Section 6.04(d) (other than to a Loan Party that is not a Borrower) and Section 6.04(m), and Restricted
Payments permitted under Section 6.08(a)(iii). No part of the proceeds of any Loan and no Letter of Credit will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and
X.


 


(b)            No
Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and each Borrower shall procure that its Subsidiaries
and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit
(a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of
value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities,
business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required
to comply with Sanctions, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.


 






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SECTION 5.09.        Accuracy
of Information. The Loan Parties will ensure that any information, including financial statements or other documents, furnished to
the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document or any amendment or modification
hereof or thereof or waiver hereunder or thereunder (other than projections, forward-looking information and information of a general
economic or industry specific nature), taken as a whole, contains no material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the furnishing
of such information shall be deemed to be a representation and warranty by the Borrowers on the date thereof as to the matters specified
in this Section 5.09; provided that, with respect to projected financial information, the Loan Parties will only ensure that
such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that forecasts
and projections are subject to contingencies and no assurance can be given that any forecast or projection will be realized).


 


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


 


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


 


SECTION 5.12.        Depository
Banks. Each Borrower and each other Loan Party will maintain the Administrative Agent as its principal depository bank, including
for the maintenance of operating, administrative, cash management, collection activity and other deposit accounts for the conduct of
its business; provided that the Loan Parties shall not be required to satisfy the foregoing requirements with respect to any deposit
account that is an Excluded Account (as defined in the Security Agreement).


 


SECTION 5.13.        Additional
Collateral; Further Assurances.


 


(a)            Subject
to applicable Requirement of Law, each Loan Party will cause each Material Subsidiary formed or acquired (or designated pursuant to the
definition of Material Subsidiary) after the date of this Agreement to become a Loan Party by executing and delivering a Joinder Agreement
and a joinder to the Security Agreement (in the form contemplated thereby; provided that the parties hereto acknowledge and agree
that the Reaffirmation Agreement shall constitute a joinder to the Security Agreement for all purposes hereunder and thereunder) or other
applicable Collateral Document pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, which shall
be accompanied by (i) appropriate organizational resolutions, other organizational documentation and legal opinions in form and
substance reasonably satisfactory to the Administrative Agent and its counsel and (ii) all documentation and other information regarding
such newly formed, acquired or designated Material Subsidiary as may be required to comply with the applicable “know your customer”
rules and regulations, including the USA PATRIOT Act. Upon execution and delivery thereof, each such Person (i) shall automatically
become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity under
the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other
Secured Parties, in any property of such Loan Party which constitutes Collateral.


 






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(b)            Each
Loan Party will cause, and will cause each other Loan Party to cause, all of its owned property constituting Collateral to be subject
at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure
the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted
by Section 6.02. Without limiting the generality of the foregoing, each Loan Party will cause 100% of the issued and outstanding
Equity Interests of each of its directly-owned Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of
the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions
of the Loan Documents or other security documents as the Administrative Agent shall reasonably request.


 


(c)            Without
limiting the foregoing, but subject to Sections 5.13(e) and (g), each Loan Party will, and will cause each Subsidiary to, grant
Liens and security interests in favor of the Administrative Agent on all assets other than Excluded Property (as defined in the Security
Agreement) and to execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements
and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements,
fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01
and Section 5.15, as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time
to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection
and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory
to the Administrative Agent and all at the expense of the Loan Parties.


 


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


 


(e)            Notwithstanding
anything in this Agreement or the other Loan Documents to the contrary, the Administrative Agent may (but shall not be obligated to)
determine in its sole and reasonable discretion that (i) the cost to the Loan Parties of granting and perfecting any Lien is disproportionate
to the benefit to be realized by the Administrative Agent, the Lenders and the other Secured Parties by perfecting a Lien in a given
asset or group of assets included in the Collateral or (ii) a Foreign Subsidiary shall not be required to become a Loan Party or
provide Collateral if, in the reasonable credit judgment of the Administrative Agent, doing so would result in a violation of applicable
law or such Foreign Subsidiary would not otherwise provide customary credit support to the Secured Obligations substantially similar
to that provided by Loan Parties organized under the laws of the United States of America or England and Wales, which determination may
be based upon (x) the amount and enforceability of, and any limitations applicable to, the Guarantee that would be provided by the
relevant Person, (y) the value (including after giving consideration to the extent of perfection and priority of Liens on such Collateral)
and enforceability of, and any limitations applicable to, any security interest that may be granted with respect to any Collateral of
the relevant Person and (z) any political risk, Requirement of Law or duties (fiduciary, trustee or otherwise) associated with the
relevant jurisdiction, and, in each such case, the Administrative Agent shall be permitted to, without the consent of the Lenders or
Required Lenders, waive any requirement related thereto under the Loan Documents.


 






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(f)             Notwithstanding
anything to the contrary in this Agreement, (i) with respect to each Subsidiary incorporated under the laws of Australia which is
required to become a Loan Party pursuant to Section 5.13(a), if doing so constitutes financial assistance for the purposes of section
260A of the Australian Corporations Act (x) each such Subsidiary shall comply with section 260B of the Australian Corporations Act
and (y) the shareholders of each such Subsidiary and the shareholders of the ultimate Australian holding company of each such Subsidiary
shall approve the giving of financial assistance by undertaking the procedures referred to in section 260B of the Australian Corporations
Act, in each case, in connection with the entry into and performance of obligations by such Subsidiaries under and in connection with
the Loan Documents, and (ii) with respect to each Subsidiary incorporated under the laws of New Zealand which is required to become
a Loan Party pursuant to Section 5.13(a), if doing so constitutes financial assistance for the purposes of section 76 of the NZ
Companies Act each such Subsidiary shall procure that the financial assistance is approved under sections 76 and 77 (or sections 107
and 108) of the NZ Companies Act in connection with the entry into and performance of obligations by such Subsidiaries under and in connection
with the Loan Documents.


 


(g)            Notwithstanding
anything in this Agreement or the other Loan Documents to the contrary: (i) no perfection action will be required in jurisdictions
where Loan Parties are not incorporated or organized but perfection action may be required in the jurisdiction of incorporation or organization
of one Loan Party in relation to security granted by another Loan Party incorporated or organized in a different jurisdiction; (ii) all
Collateral (other than share security over subsidiaries which are also a Loan Party) shall be governed by the law of the jurisdiction
of incorporation or organization of that Loan Party; (iii) no Loan Party will be under any obligation to obtain any landlord, warehouseman
or bailee waiver, consent or agreement with respect to waiving or granting any liens or encumbrances or accessing Collateral, and the
Collateral Documents shall not operate so as to prevent transactions which are permitted or not prohibited under this Agreement or to
require any additional consents or authorizations from Persons that are not Affiliates of the Loan Parties; (iv) the Collateral
Documents shall only operate to create a security interest of the Administrative Agent, for the benefit of the Secured Parties, rather
than to impose new commercial obligations and any new Collateral Documents shall not contain additional representations or undertakings
(such as, without limitation, in respect of insurance, notice provisions, further assurances, indemnities, distribution of proceeds,
maintenance of assets, information or the payment of costs) unless the same are substantially consistent with those contained in the
existing Loan Documents and with local market practice or are otherwise required or necessary for the creation, perfection or preservation
of the Administrative Agent’s security interest and shall not operate so as to prevent transactions which are otherwise permitted
under the Loan Documents or to require additional consents or authorizations from Persons that are not Affiliates of the Loan Parties;
(v) from and after the Effective Date, there will be no security interest granted to the Administrative Agent, for the benefit of
the Secured Parties, over real property unless such security interest may be granted as part of an “all assets” or similar
type of security interest (e.g., an all assets debenture) or, if specific security is required (e.g., a mortgage), such real property
is owned real property with a fair market value (as reasonably determined by the Borrower and the Administrative Agent) of $10,000,000
or more; and (vi) in the case of an Australian Loan Party, subject to Section 5.13(e) and the other provisions of this
paragraph (g), security interests in favor of the Administrative Agent will be taken over substantially all of the assets of such Australian
Loan Party.


 


SECTION 5.14.         Other
Debt. If at any time the Loan Parties enter into any agreement in respect of any secured Indebtedness (other than Refinance Indebtedness)
having a principal amount in excess of $8,000,000 which has negative covenants, financial covenants and events of default which are,
taken as a whole, more favorable to the provider of such Indebtedness or more restrictive on the Loan Parties than the terms contained
herein, the Loan Parties shall, at the request of the Administrative Agent, promptly enter into an amendment to this Agreement to provide
the Lenders hereunder with the benefit of the terms of such other Indebtedness.


 






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SECTION 5.15.         Real
Estate Requirements.


 


(a)            Except
as set forth in Section 5.13, with respect to each parcel of real property owned or acquired by any Loan Party, each Loan Party
shall deliver no later than sixty (60) days after the acquisition thereof (or such longer time as the Administrative Agent shall agree)
each of the following, in form and substance reasonably satisfactory to the Administrative Agent:


 


(i)               a
Mortgage on such property;


 


(ii)              evidence
that a counterpart of the Mortgage has been recorded in the place necessary, in the Administrative Agent’s judgment, to create
a valid and enforceable first priority Lien in favor of the Administrative Agent for the benefit of itself, the Lenders and the other
Secured Parties;


 


(iii)            
ALTA or other mortgagee’s title policy;


 


(iv)             an
ALTA survey prepared and certified to the Administrative Agent by a surveyor acceptable to the Administrative Agent;


 


(v)              an
opinion of counsel in the state in which such parcel of real property is located in form and substance and from counsel reasonably satisfactory
to the Administrative Agent;


 


(vi)             flood
certifications and, if any such parcel of real property is determined by the Administrative Agent to be in a flood zone, a flood notification
form signed by the Borrower Representative and evidence that flood insurance is in place for the building and contents of a type and
in an amount sufficient to comply with the Flood Laws, all in form and substance satisfactory to the Administrative Agent;


 


(vii)            estoppel
certificates executed by all tenants of such real property, subordination, non-disturbance and attornment agreements in form and substance
reasonably satisfactory to the Administrative Agent and such other consents, agreements and confirmations of lessors and third parties
have been delivered as the Administrative Agent may deem necessary or desirable, together with evidence that all other actions that the
Administrative Agent may deem necessary or desirable in order to create perfected first priority Liens on the real property described
in the Mortgages have been taken; and


 


(viii)           such
other information, documentation, and certifications relating to or in connection with the delivery of items (i) – (vii) above
as may be reasonably required by the Administrative Agent or required by any Requirement of Law;


 


provided
that, with respect to any real property not located in the United States, the foregoing requirements shall be subject in all
respects to Section 5.13(g).


 






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(b)            Notwithstanding
the foregoing:


 


(i)                the
Administrative Agent shall not accept any Mortgage from any Loan Party in respect of any real property located in the United States until
the date that is (1) if the Mortgage relates to a property not located in a “special flood hazard area”, ten
(10) Business Days or (2) if the Mortgage relates to a property located in a “special flood hazard area”, thirty
(30) days (in each case, a “Mortgage Notice Period”), in each case, after the Administrative Agent has delivered to
the Lenders the following documents in respect of such real property: (x) a completed flood hazard determination from a third party
vendor; (y) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable
Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available
and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (z) if required by Flood Laws, evidence
of required flood insurance; provided that any such Mortgage may be accepted by the Administrative Agent prior to the Mortgage
Notice Period expiring if the Administrative Agent shall have received confirmation from each applicable Lender that such Lender has
completed any necessary flood insurance due diligence to its reasonable satisfaction; and


  


(ii)               no
MIRE Event may be closed until the date that is (1) if there are no Mortgaged Properties in a “special flood hazard area”,
ten (10) Business Days or (2) if there are any Mortgaged Properties in a “special flood hazard area”, thirty (30)
days (in each case, a “MIRE Event Notice Period”), in each case, after the Administrative Agent has delivered to the
Lenders the following documents in respect of such real property: (x) a completed flood hazard determination from a third party
vendor; (y) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable
Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available
and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (z) if required by Flood Laws, evidence
of required flood insurance; provided that any such MIRE Event may be closed prior to the MIRE Event Notice Period if the Administrative
Agent shall have received confirmation from each applicable Lender that such Lender has completed any necessary flood insurance due diligence
to its reasonable satisfaction.


 


SECTION 5.16.         Post-Closing
Requirements. Not later than the dates set forth in Schedule 5.16 (or such later dates as the Administrative Agent shall
agree in its sole discretion) or as otherwise required thereunder, the Loan Parties shall take the actions set forth on Schedule 5.16.


 


ARTICLE VI


 


NEGATIVE COVENANTS


 


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


 


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


 


(a)            the
Secured Obligations;


 


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


 






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


 


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


 


(e)            Indebtedness
of any Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether
or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with
the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals
and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is
incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate
principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted
by clause (f) below, shall not exceed $25,000,000 at any time outstanding;


 


(f)            Indebtedness
which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced
being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b) and
(e) of Section 6.01 hereof (such Indebtedness being referred to herein as the “Original Indebtedness”);
provided that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness
(except in an amount equal to prepayment premiums, customary fees, customary expenses or similar customary amounts payable in respect
thereof), provided that any interest rate may be increased in an amount equal to the greater of (A) an additional 4% and (B) such
rates as may be prevailing under relevant market conditions, (ii) any Liens securing such Refinance Indebtedness are not extended
to any additional property of any Loan Party or any Subsidiary, (iii) such Refinance Indebtedness does not result in a shortening
of the average weighted maturity of such Original Indebtedness, (iv) the terms of such Refinance Indebtedness other than fees and
interest are not, taken as a whole, less favorable to the obligor thereunder than the original terms of such Original Indebtedness, taken
as a whole, and (v) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms
and conditions of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative
Agent and the Lenders as those that were applicable to such Original Indebtedness;


 


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


 


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


 


(i)             Indebtedness
of any Person that becomes a Subsidiary after the date hereof other than as a result of a Division; provided that (i) such Indebtedness
exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming
a Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (i) (together with any Refinance
Indebtedness subsequently incurred in respect thereof which is permitted by clause (f) above) shall not exceed $10,000,000
at any time outstanding;


 






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(j)             other
unsecured Indebtedness in an aggregate principal amount not exceeding $25,000,000 at any time outstanding;


 


(k)            Subordinated
Indebtedness; provided that the aggregate principal amount of Indebtedness permitted by this clause (k), together with any Refinance
Indebtedness subsequently incurred in respect thereof which is permitted by clause (f) above, shall not exceed $25,000,000
at any time outstanding;


 


(l)             obligations
(contingent or otherwise) of any Loan Party or any Subsidiary existing or arising under any Swap Agreement; provided, that, such obligations
are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated
with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view”;


 


(m)           unsecured
Indebtedness of the Company or its Subsidiaries in respect of Earn-Outs owing to sellers of assets or Equity Interests to such Borrower
or its Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions;


 


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


 


(o)            contingent
liabilities in respect of any indemnification obligation, adjustment of purchase price (including working capital adjustments), non-compete,
or similar obligation (for the avoidance of doubt, excluding any Earn-Outs) of Company or the applicable Subsidiary incurred in connection
with the consummation of one or more Permitted Acquisitions;


 


(p)            Indebtedness
representing deferred compensation owing to employees, directors and officers of the Company or any of its Subsidiaries in the ordinary
course of business;


 


(q)            other
Indebtedness so long as the aggregate principal amount of the Indebtedness outstanding at any time pursuant to this clause (q) does
not exceed $25,000,000;


 


(r)             Indebtedness
of any non-Loan Party Foreign Subsidiary provided that (i) the aggregate principal amount of the Indebtedness outstanding at any
time pursuant to this clause (r) does not exceed $15,000,000 and (ii) such Indebtedness is not directly or indirectly
recourse to any of the Loan Parties or their respective assets; and


 


(s)            Indebtedness
arising pursuant to hire purchase arrangements entered into in the ordinary course of business; provided that (i) the aggregate
principal amount of Indebtedness outstanding at any time pursuant to this clause (s) does not exceed $1,500,000 and (ii) such
Indebtedness is not directly or indirectly recourse to any assets of any Borrower or Subsidiary other than the equipment or other assets
subject to the applicable hire purchase arrangement.


 






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SECTION 6.02.         Liens.
No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset
now owned or hereafter acquired by it, or assign or sell any income or revenues or rights in respect of any thereof, except, in each
case, so long as no Default or Event of Default shall then exist or would result therefrom:


 


(a)            Liens
created pursuant to any Loan Document;


 


(b)            Permitted
Encumbrances;


 


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


 


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


 


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


 


(f)             Liens
of a collecting bank arising in the ordinary course of business under Section 4-208 of the UCC in effect in the relevant jurisdiction
covering only the items being collected upon;


 


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


 


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


 


(i)             Liens
solely on equipment and/or real property (and fixtures thereon); provided that such Liens secure solely Indebtedness permitted by clause (q) of
Section 6.01 and, upon the request of the Administrative Agent, the Loan Parties provide or cause to be provided an access agreement
with respect to such equipment and/or real property (and fixtures thereon), in form and substance satisfactory to the Administrative
Agent in its Permitted Discretion;


 


(j)             Liens
granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums
to the extent the financing is permitted under Section 6.01;


 


(k)            purported
Liens evidenced by the filing of a precautionary UCC-1 financing statement relating solely to operating leases of equipment;


 






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(l)             leases,
licenses, subleases or sublicenses of real property or equipment granted to others in the ordinary course of business which do not (i) interfere
in any material respect with the business of any Borrower and its Subsidiaries, taken as a whole, or (ii) secure any Indebtedness;


 


(m)           Liens
solely encumbering Equity Interests issued by a joint venture that is not a Subsidiary and arising under rights of first offer, rights
of first refusal, tag-along rights, drag-along rights, and other customary restrictions on the transfer of such Equity Interests contained
in organizational documents governing the terms of such joint venture to which a Loan Party is a party or by which such Person is bound;


 


(n)            licenses
of Intellectual Property permitted by Section 6.05;


 


(o)
           Liens on any cash earnest money deposit, escrow
arrangements or similar arrangements made by any Borrower or any Subsidiary in connection with any letter of intent or acquisition
agreement with respect to a Permitted Acquisition;


 


(p)            any
interest or title of a lessor under any operating lease entered into by any Loan Party or any Subsidiary in the ordinary course of business
covering only the assets so leased;


 


(q)            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 in the ordinary course of business;


 


(r)             Liens
securing Indebtedness permitted by clause (q) of Section 6.01;


 


(s)            other
Liens which do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the obligations
secured thereby does not exceed $1,000,000;


 


(t)             Liens
solely on the assets of any non-Loan Party Foreign Subsidiary; provided that such Liens secure solely Indebtedness permitted by clause (r) of
Section 6.01 and such Liens do not encumber any Equity Interests of such non-Loan Party Foreign Subsidiary pledged by a Loan
Party as Collateral pursuant to the Loan Documents; and


 


(u)            Liens
securing Indebtedness arising under hire purchase arrangements permitted by clause (s) of Section 6.01; provided
that such Liens shall encumber only the equipment or other assets subject to the applicable hire purchase arrangement and shall not
apply to any other property or assets of any Borrower or Subsidiary.


 


SECTION 6.03.         Fundamental
Changes. (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit
any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person, or liquidate or dissolve, except
that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any
Subsidiary of any Borrower may merge into a Borrower in a transaction in which such Borrower (or the Company or any Borrower if multiple
Borrowers are involved) is the surviving entity, (ii) any Loan Party (other than a Borrower) may merge into any other Loan Party
in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve
if the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of
such Loan Party and is not materially disadvantageous to the Lenders, (iv) any Loan Party (other than a Borrower) may liquidate
or dissolve if all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party are transferred
to a Loan Party that is not liquidating or dissolving, (v) any Borrower may merge into any other Borrower, and (vi) the Company
and its Subsidiaries may merge or consolidate with a target in connection with a Permitted Acquisition provided that if a Loan Party
is a constituent party to any such merger or consolidation, such Loan Party shall be the surviving entity unless the surviving entity
is an entity organized under the laws of a jurisdiction located in the U.S., executes a Joinder Agreement and becomes a Borrower or Loan
Party hereunder; provided that any such merger or Division involving a Person that is not a wholly-owned Subsidiary immediately
prior to such merger or Division shall not be permitted unless also permitted by Section 6.04.


 






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(a)             No
Loan Party will, nor will it permit any Subsidiary to, engage in (including, without limitation, by the making of any investment in,
acquisition of or loan to any Person that would otherwise be permitted under the Loan Documents) any business other than (I) businesses
in which the Loan Parties are engaged on the Effective Date, (II) businesses that are reasonably similar, ancillary, or complementary
or a line of business that is a reasonable extension, development or expansion, in each case, solely to the businesses that a Loan Party
is engaged on the Effective Date, and (III) businesses otherwise approved by the Administrative Agent in its sole discretion.


 


(b)            The
Company will not engage in any business or activity other than the ownership of all the outstanding Equity Interests of its Subsidiaries
and activities incidental thereto. The Company will not own or acquire any assets (other than Equity Interests of its Subsidiaries, the
cash proceeds of any Restricted Payments permitted by Section 6.08, investments permitted under clause (ii) to the proviso
to Section 6.04(c) and intercompany loans permitted under clause (A) to the proviso to Section 6.04(d), Section 6.04(m) and
Section 6.04(n)) or incur any liabilities (other than liabilities under the Loan Documents, the Guarantee under the Project Oscar
Acquisition Agreement and liabilities reasonably incurred in connection with its maintenance of its existence and operations).


 


(c)            No
Loan Party will, nor will it permit any Subsidiary to, change its fiscal year from the basis in effect on the Effective Date; provided
that each Project Oscar Target may change the end of its fiscal year to match the fiscal year of the Company.


 


(d)            No
Loan Party will change the accounting basis upon which its financial statements are prepared unless consistent with GAAP.


 


(e)            No
Loan Party will change the tax filing elections it has made under the Code.


 


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


 


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


 


(b)            investments
in existence on the Effective Date and described in Schedule 6.04;


 


(c)            investments
by the Loan Parties and their Subsidiaries in Equity Interests in their respective Subsidiaries (which may include Subsidiaries created
after the Effective Date), provided that, in each case, (i) any such Equity Interests held by a Loan Party shall be pledged
pursuant to the Security Agreement, (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties
(together, in each case, with outstanding intercompany loans permitted under clause (A) to the proviso to Section 6.04(d) and
outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $15,000,000 at any time outstanding (in
each case determined without regard to any write-downs or write-offs) and (iii) no such investments into a non-Loan Party may be
made while a Default is continuing or would result therefrom;


 






    	 	107	 



     


    

 


(d)            loans
or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that
(A) the amount of such loans and advances made by Loan Parties to non-Loan Parties (together, in each case, with outstanding investments
permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso
to Section 6.04(e)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs
or write-offs) and (B) no such loans or advances may be made to a non-Loan Party while any Default is continuing or would result
therefrom;


 


(e)            Guarantees
constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries
that are not Loan Parties that is Guaranteed by any Loan Party shall (together, in each case, with outstanding investments permitted
under clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (A) to
the proviso to Section 6.04(d)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to
any write-downs or write-offs);


 


(f)             loans
or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices
for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $1,000,000 in the aggregate at any one
time outstanding;


 


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


 


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


 


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


 


(j)             investments
received in connection with the disposition of assets permitted by Section 6.05;


 


(k)            Permitted
Acquisitions;


 


(l)             Indebtedness
owing by Black Diamond Austria GmbH, formerly known as ADMIN BG Holding GmbH, a company organized under the laws of Austria, to the Company,
formerly known as Black Diamond, Inc., evidenced by that certain Amended and Restated Intercompany Debt Agreement, dated as of May 31,
2018, as amended by Amendment No. 1 thereto dated January 1, 2019, as amended by Amendment No. 2 thereto dated May 3,
2019, by and between the Company and Black Diamond Austria GmbH, as disclosed to the Administrative Agent prior to the Effective Date
(or as subsequently amended, restated, replaced or refinanced so long as such amendment, restatement, replacement or refinancing is consented
to by the Administrative Agent in its Permitted Discretion, such consent not to be unreasonably withheld, delayed or conditioned if the
debt amount, maturity, amortization and interest rate as set forth therein is not less favorable to the Lenders than the debt amount,
maturity, amortization and interest rate existing on the date hereof) (the “Austria GmbH Debt Agreement”), in an aggregate
amount not to exceed €10,000,000 at any time outstanding; provided that (i) no loans or advances may be made by the
Company to Black Diamond Austria GmbH pursuant to the Austria GmbH Debt Agreement while any Default is continuing or that would result
therefrom and (ii) Black Diamond Austria GmbH may assign the Austria GmbH Debt Agreement (and the Indebtedness owing thereunder)
to a non-Loan Party Foreign Subsidiary of the Company approved by the Administrative Agent in its Permitted Discretion;


 






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(m)           Indebtedness
owing by Black Diamond Equipment Europe GmbH, a company organized under the laws of Austria, to Black Diamond, evidenced by that certain
Amended and Restated Intercompany Debt Agreement, dated as of May 31, 2018, as amended by Amendment No. 1 thereto dated May 3,
2019, by and between Black Diamond Equipment Europe GmbH and Black Diamond, as disclosed to the Administrative Agent prior to the Effective
Date (or as subsequently amended, restated, replaced or refinanced so long as such amendment, restatement, replacement or refinancing
is consented to by the Administrative Agent in its Permitted Discretion, such consent not to be unreasonably withheld, delayed or conditioned
if the debt amount, maturity, amortization and interest rate as set forth therein is not less favorable to the Lenders than the debt
amount, maturity, amortization and interest rate existing on the date hereof) (the “Equipment AG Debt Agreement”),
in an aggregate amount not to exceed 6 million Swiss Francs at any time outstanding; provided that (i) no loans or advances
may be made by Black Diamond to Black Diamond Equipment Europe GmbH pursuant to the Equipment AG Debt Agreement while any Default is
continuing or that would result therefrom and (ii) Black Diamond Equipment Europe GmbH may assign the Equipment AG Debt Agreement
(and the Indebtedness owing thereunder) to a non-Loan Party Foreign Subsidiary of the Company approved by the Administrative Agent in
its Permitted Discretion;


 


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


 


(o)            investments
to the extent funded exclusively with (i) the identifiable cash proceeds from an issuance of Equity Interests by the Company (net
of the payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses of accountants,
lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and expenses actually incurred in connection
with such issuance of Equity Interests), which such issuance of Equity Interests is made within the 365 consecutive days period (or such
longer period as agreed to by the Administrative Agent in its Permitted Discretion) immediately preceding the making of such investment
and/or (ii) Indebtedness of Subsidiaries which are not Loan Parties incurred pursuant to Section 6.01(r); and


 


(p)            other
investments; provided that (i) the aggregate amount of such investments shall not exceed $15,000,000 at any time outstanding (in
each case determined without regard to any write-downs or write-offs) and (ii) no such investments into a non-Loan Party may be
made while a Default is continuing or would result therefrom.


 


SECTION 6.05.         Asset
Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset (and whether
effected pursuant to a Division or otherwise), including any Equity Interest owned by it, nor will any Borrower permit any Subsidiary
to issue any additional Equity Interest in such Subsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04),
except:


 


(a)            sales,
transfers and dispositions of (i) inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus
equipment or property in the ordinary course of business;


 






    	 	109	 



     


    

 


(b)           sales,
transfers and dispositions that are solely among: (i) Loan Parties or (ii) Subsidiaries that are not Loan Parties so long as
the investment corresponding to such sale, transfer or other disposition is permitted by clauses (c) and (d) of Section 6.04;


 


(c)            sales,
transfers and dispositions of Accounts in connection with the compromise, settlement or collection thereof;


 


(d)            sales,
transfers and dispositions of or constituting Permitted Investments;


 


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


 


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


 


(g)            non-exclusive
licenses of Intellectual Property granted in the ordinary course of business (including, without limitation, customary non-exclusive
incidental licenses of Intellectual Property to retailers, distributors and websites, in the ordinary course of business and required
for the purposes of marketing the products of the Company and its Subsidiaries), provided that such licenses could not reasonably be
expected to materially diminish the net value of such Intellectual Property (after taking into account the reasonably anticipated payments
to be received in connection with the granting or performance of such licenses or the sales of products thereunder);


 


(h)            a
true lease or sublease of real property that is no longer necessary or desirable to the business of any Loan Party or any Subsidiary
that does not materially interfere with the business of the Loan Parties and their Subsidiaries;


 


(i)             sales,
transfers and other dispositions of assets (other than Equity Interests in a Subsidiary, Accounts, inventory or intellectual property
that are not permitted by any other clause of this Section), provided that the aggregate fair market value of all assets sold,
transferred or otherwise disposed of in reliance upon this clause (i) shall not exceed $5,000,000 during any fiscal year of
the Company;


 


(j)             sales,
transfers and other dispositions of assets of Foreign Subsidiaries that are not Loan Parties that are made for fair value; and


 


(k)            the
abandonment or the discontinuation of the use of any Intellectual Property (including any application or right to file any application
with respect thereto) that is not used in, useful to, or material to the business of the Company or its Subsidiaries, with the prior
written consent of the Administrative Agent in its sole discretion.


 


provided
that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clauses (b),
(e) (subject to the terms of Section 6.06), (f), (g), (h), (j) and (k) above) shall be made for fair value and for
at least 75% cash consideration.


 


SECTION 6.06.         Sale
and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly,
whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired,
and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as
the property sold or transferred (a “Sale and Leaseback Transaction”), except for any such sale of any fixed or capital
assets by any Borrower or any Subsidiary that is made for fair value of such fixed or capital asset and, unless otherwise waived by the
Administrative Agent in its Permitted Discretion, the Loan Parties, to the extent required by the Security Agreement, provide or cause
to be provided an access agreement with respect to such equipment and/or real property (and fixtures thereon), in form and substance
satisfactory to the Administrative Agent in its Permitted Discretion.


 






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


 


SECTION 6.08.         Restricted
Payments; Certain Payments of Indebtedness.


 


(a)            No
Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each of the Loan Parties may declare and pay dividends
with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable
solely in additional shares of such preferred stock or in shares of its common stock, (ii) any Loan Party may declare and pay dividends
to any other Loan Party and any Subsidiary that is not a Loan Party may declare and pay dividends to any Loan Party, (iii) the Loan
Parties may make Restricted Payments to its shareholders, so long as (A) the aggregate amount of all such Restricted Payments does
not exceed $10,000,000 during any fiscal year and (B) no Default or Event of Default exists or would result therefrom, and (iv) the
Loan Parties may make additional Restricted Payments to its shareholders so long as both before and immediately after giving effect (including
giving effect on a pro forma basis) to such Restricted Payment and any Indebtedness incurred or assumed in connection therewith (A) no
Default or Event of Default exists or would result therefrom and (B) the Loan Parties are in pro forma compliance with each financial
covenant set forth in Sections 6.12 and 6.13.


 


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


 


(i)                payment
of Indebtedness created under the Loan Documents;


 


(ii)               required
payments of interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01, other than
payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof;


 


(iii)              refinancings
of Indebtedness to the extent permitted by Section 6.01;


 


(iv)             payment
of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness
to the extent such sale or transfer is permitted by the terms of Section 6.05; and


 


(v)              prepayments
in cash of any Indebtedness (including any Project Oscar Intercompany Debt) that is owing to a Loan Party.


 






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SECTION 6.09.         Transactions
with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets
to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms
and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated
third parties, (b) transactions between or among Loan Parties not involving any other Affiliate, (c) any investment permitted
by Sections 6.04(c), 6.04(d), 6.04(e), 6.04(m) or 6.04(n), (d) any Indebtedness permitted under Section 6.01(c) or
6.01(d), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted under Section 6.04,
(g) the payment of reasonable fees to directors of any Borrower or any Subsidiary who are not employees of such Borrower or Subsidiary,
and compensation, consulting fees, and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors,
officers or employees or consultants of the Borrowers or their Subsidiaries in the ordinary course of business or otherwise for fair
market value and (h) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to,
or the funding of, employment agreements, stock options and stock ownership plans approved by a Borrower’s board of directors.


 


SECTION 6.10.         Restrictive
Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist
any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or
any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary
to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any Borrower
or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing
shall not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) the foregoing shall
not apply to restrictions and conditions existing on the Effective Date identified on Schedule 6.10 (but shall apply to any
extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the
foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale or acquisition of a Subsidiary
pending such sale or acquisition, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and
such sale is permitted hereunder, (iv) the foregoing shall not apply to restrictions and conditions in any indenture, agreement,
document, instrument or other arrangement relating to the assets or business of any Subsidiary existing prior to the consummation of
an acquisition in which such Subsidiary was acquired (and not created in contemplation of such acquisition), (v) the foregoing shall
not apply to customary provisions in joint venture agreements (and other similar agreements) (provided that such provisions apply only
to such joint venture and to Equity Interests in such joint venture), (vi) clause (a) of the foregoing shall not apply
to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions
or conditions apply only to the property or assets securing such Indebtedness and (vii) clause (a) of the foregoing shall
not apply to customary provisions in leases and other contracts restricting the assignment thereof.


 


SECTION 6.11.         Amendment
of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under (a) any
agreement relating to any Subordinated Indebtedness, (b) its charter, articles or certificate of incorporation or organization,
by-laws, operating, management or partnership agreement or other organizational or governing documents, or (c) any agreement, document
or instrument evidencing the Project Oscar Intercompany Debt, in each case, to the extent any such amendment, modification or waiver
would be materially adverse to the Lenders.


 


SECTION 6.12.         Consolidated
Total Leverage Ratio. The Borrowers shall not permit the Consolidated Total Leverage Ratio, determined as of the end of each fiscal
quarter of the Company for the period of four fiscal quarters then ending, to exceed 3.75 to 1.00; provided that, (x) so
long as no Event of Default exists at such time or would result therefrom, the Company may elect to increase the maximum Consolidated
Total Leverage Ratio permitted under this Section 6.12 to 4.25 to 1.00 for a period of four consecutive fiscal quarters in connection
with a Permitted Acquisition having total consideration greater than or equal to $60,000,000 that is consummated during the first of
such four fiscal quarters (each such period of four consecutive fiscal quarters, an “Adjusted Covenant Period”) and
(y) notwithstanding the foregoing clause (x), the Company may not elect a new Adjusted Covenant Period for at least two (2) full
fiscal quarters following the end of another Adjusted Covenant Period; provided further that, notwithstanding any election of
an Adjusted Covenant Period, the maximum Consolidated Total Leverage Ratio permitted under this Agreement for the six months immediately
preceding the Revolving Credit Maturity Date shall not exceed 3.75 to 1.00.


 






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SECTION 6.13.         Consolidated
Fixed Charge Coverage Ratio. The Borrowers will not permit the Consolidated Fixed Charge Coverage Ratio, determined as of the end
of each fiscal quarter of the Borrower for the period of four fiscal quarters then ending, to be less than 1.25 to 1.0.


 


ARTICLE VII


 


EVENTS OF DEFAULT


 


If any of the following events
(“Events of Default”) shall occur:


 


(a)            the
Borrowers shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the
same shall become due and payable and in the Agreed Currency required hereunder, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise;


 


(b)            the
Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of
this Article) payable and in the Agreed Currency required hereunder under this Agreement or any other Loan Document, when and as the
same shall become due and payable;


 


(c)            any
representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection with, this Agreement
or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment
or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been materially incorrect when made or deemed
made;


 


(d)            any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect
to a Loan Party’s existence), 5.08, 5.15, 5.16 or in Article VI;


 


(e)            any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which
constitute a default under another Section of this Article), and such failure shall continue unremedied for a period of (i) 5
days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice
will be given at the request of any Lender) if such failure relates to terms or provisions of Section 5.01, 5.02 (other than Section 5.02(a)),
5.03 through 5.07, 5.10, 5.11 or 5.12 of this Agreement or (ii) 15 days after the earlier of any Loan Party’s knowledge of
such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such failure
relates to terms or provisions of any other Section of this Agreement;


  



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(f)            any
Loan Party or Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same shall become due and payable;


 


(g)            any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits
(with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or
agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity or that requires any Loan Party to make an offer to prepay, repurchase, redeem or
defease thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such
sale or transfer is permitted by Section 6.05;


 


(h)            an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of a Loan Party or Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership, administration or similar law now or hereafter in effect (including, without limitation, the CCAA,
the Australian Corporations Act and the BIA) or (ii) the appointment of a receiver, receiver and manager, administrator, trustee,
custodian, sequestrator, conservator or similar official for any Loan Party or Subsidiary or for a substantial part of its assets, and,
in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering
any of the foregoing shall be entered;


 


(i)            (x) any
Loan Party or Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization,
administration, scheme of arrangement, deed of company arrangement or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect (including, without limitation, the CCAA, the Australian Corporations Act and
the BIA), (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition
described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, receiver and manager,
administrator, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary or for a substantial
part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the
foregoing; or (y) any Loan Party or Subsidiary organized under Australian law is taken under section 459F(1) of the
Australian Corporations Act to have failed to comply with a statutory demand or is presumed to be unable to pay its debts or is unable
to pay its debts when they become due and payable or is insolvent within the meaning of section 95A of the Australian Corporations Act;
or (z) any Loan Party or Subsidiary that is incorporated under New Zealand law is presumed to be unable to pay its debts in accordance
with section 287 of the NZ Companies Act, or appoints a statutory manager in respect of any Loan Party or Subsidiary that is incorporated
under New Zealand law;


 


(j)            any
Loan Party or Subsidiary shall become unable, admit in writing its inability, or publicly declare its intention not to, or fail generally
to pay its debts as they become due;


 


(k)            (i) one
or more judgments for the payment of money in an aggregate amount in excess of $3,000,000 shall be rendered against any Loan Party, any
Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during
which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any
assets of any Loan Party or Subsidiary to enforce any such judgment; or (ii) any Loan Party or Subsidiary shall fail within thirty (30)
days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately
contested in good faith by proper proceedings diligently pursued;


 






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(l)             an
ERISA Event (or, in the case of any Foreign Plan, a termination, withdrawal or noncompliance with applicable laws or plan terms) shall
have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events (or, in the case of any Foreign
Plan, any other termination, withdrawal or noncompliance with applicable laws or plan terms) that have occurred, could reasonably be
expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $3,000,000 for all periods;


 


(m)           a
Change in Control shall occur;


 


(n)            the
occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms
or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond the greater of (i) any
period of grace (if any) therein provided and (ii) 5 days after the earlier of any Loan Party’s knowledge of such breach or
notice thereof from the Administrative Agent (which notice will be given at the request of any Lender);


 


(o)            the
Loan Guaranty shall fail to remain in full force or effect (other than pursuant to the terms hereof or thereof) or any action shall be
taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply
with any of the terms or provisions of the Loan Guaranty to which it is a party, or any Loan Guarantor shall deny that it has any further
liability under the Loan Guaranty to which it is a party, or shall give notice to such effect, including, but not limited to notice of
termination delivered pursuant to Section 10.08;


 


(p)            except
as permitted by the terms of any Collateral Document (i) any Collateral Document shall for any reason fail to create a valid security
interest in any Collateral purported to be covered thereby, or (ii) any Lien securing any Secured Obligation shall cease to be a
perfected, first priority Lien;


 


(q)            any
Collateral Document shall fail to remain in full force or effect (other than pursuant to the terms hereof or thereof) or any action shall
be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document;


 


(r)            any
material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any
Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction that
evidences its assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable
in accordance with its terms); or


  






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(s)            any
Loan Party is criminally indicted or convicted under any law that may reasonably be expected to lead to a forfeiture of any property
of such Loan Party having a fair market value in excess of $3,000,000; then, and in every such event (other than an event with respect
to the Borrowers described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of
such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative,
take either or both of the following actions, at the same or different times: (i) terminate the Revolving Commitments (including
in respect of Swingline Loans), whereupon the Revolving Commitments shall terminate immediately, (ii) declare the Loans then outstanding
to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding,
in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal
of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers
accrued hereunder and under the Loan Documents, shall become due and payable immediately, in each case without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrowers, (iii) require cash collateral for the LC Exposure
in accordance with Section 2.06(j) hereof and (iv) exercise all other rights and remedies of the Secured Parties under
the Loan Documents and applicable law; and in the case of any event with respect to the Borrowers described in clause (h) or
(i) of this Article, the Revolving Commitments (including in respect of Swingline Loans) shall automatically terminate and the principal
of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall automatically become due and payable, and the obligation of the Borrowers to cash
collateralize the LC Exposure as provided in clause (iii) above shall automatically become effective, in each case without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties. Upon the occurrence and during the continuance
of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest
applicable to the Loans and other Obligations as set forth in this Agreement and exercise any rights and remedies provided to the Administrative
Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.


 


In addition to any other rights and remedies
granted to the Administrative Agent and the Lenders in the Loan Documents, upon and during the continuance of an Event of Default the
Administrative Agent on behalf of the Secured Parties may exercise all rights and remedies of a secured party under and subject to the
UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance
or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or
upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by each
Borrower on behalf of itself and its Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon
the Collateral, or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral
on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase
or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral or any part thereof (or contract
to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office
of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as
it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or
any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or
sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which
right or equity is hereby waived and released by the Borrower on behalf of itself and its Subsidiaries. Upon and during the continuance
of an Event of Default, each Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request,
to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably
select, whether at the premises of any Borrower, any other Loan Party or elsewhere. The Administrative Agent shall apply the net proceeds
of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred
in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating to the Collateral
or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to
the payment in whole or in part of the obligations of the Loan Parties under the Loan Documents, in such order as the Administrative
Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any
provision of law, including Section 9-615(a)(3) of the UCC, need the Administrative Agent account for the surplus, if any,
to any Loan Party. To the extent permitted by applicable law, each Borrower on behalf of itself and its Subsidiaries waives all Liabilities
it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice
of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if
given at least 10 days before such sale or other disposition.


 






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ARTICLE VIII


 


THE ADMINISTRATIVE AGENT


 


SECTION 8.01.         Appointment.


 


(a)            Each
Lender, on behalf of itself and any of its Affiliates that are Secured Parties and each Issuing Bank hereby irrevocably appoints the
entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent
and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such
actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the
Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. In addition, to the extent
required under the laws of any jurisdiction other than within the United States, each Lender and each Issuing Bank hereby grants to the
Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction
on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank hereby
authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which
the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such
Loan Documents. As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection),
the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and
until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative
Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability
unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the
Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including
any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization
or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of
any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative
Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain
from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers,
any other Loan Party, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving
as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to
expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.


 






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(b)            In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf
of the Lenders and the Issuing Bank (except in limited circumstances expressly provided for herein relating to the maintenance of the
Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:


 


(i)            the
Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the
agent, fiduciary or trustee of or for any Lender, the Issuing Bank, any other Secured Party or holder of any other Secured Obligation
other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has
occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein
or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied
(or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom
and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees
that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative
Agent in connection with this Agreement and the transactions contemplated hereby;


 


(ii)            where
the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been
created pursuant to a Loan Document expressed to be governed by the laws of Australia, New Zealand, Canada or any other country, or is
required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative
Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law; and


 


(iii)            nothing
in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element
of any sum received by the Administrative Agent for its own account.


 


(c)            For
the avoidance of doubt, if (i) an administrator (other than an administrator appointed by the Administrative Agent) has been
appointed under the Australian Corporations Act to any Australian Loan Party and (ii) the Administrative Agent is entitled under
section 441A of the Australian Corporations Act to enforce a Collateral Document over such Australian Loan Party’s property within
the “decision period” (as defined in the Australian Corporations Act) provided for under such section, then, in each such
case, the Administrative Agent may (without any further instructions) enforce such Collateral Document (including the appointment of
a controller) but need not do so (and is not liable to the Secured Parties if it does not do so).


 


(d)            None
of the Syndication Agent, any Documentation Agent or any Arranger shall have obligations or duties whatsoever in such capacity under
this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons
shall have the benefit of the indemnities provided for hereunder.


 


(e)            In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by
intervention in such proceeding or otherwise:


 


(i)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements
and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15,
2.17 and 9.03) allowed in such judicial proceeding; and


 






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


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and
each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Administrative
Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03).
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf
of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or
the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing
Bank in any such proceeding.


 


(f)            The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except
solely to the extent of the Borrowers’ rights to consent pursuant to and subject to the conditions set forth in this Article, none
of any Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any
such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral
and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.


 


SECTION 8.02.         Rights
as a Lender, Etc.. With respect to its Commitments, Loans (including Swingline Loans) and Letters of Credit, the Person serving as
the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and
liabilities as and to the extent set forth herein for any other Lender or Issuing Bank, as the case may be. The terms “Issuing
Banks”, “Lenders”, “Required Lenders” and any similar terms shall, unless the context clearly otherwise
indicates, include the Administrative Agent in its individual capacity as a Lender, Issuing Bank or as one of the Required Lenders,
as applicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities
of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust or other business
with, any Loan Party, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as the Administrative
Agent and without any duty to account therefor to the Lenders or the Issuing Banks.


 


SECTION 8.03.         Posting
of Communications.


 


(a)            The
Borrowers agree that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and
the Issuing Banks by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak or any other electronic system chosen by the
Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).


 


(b)            Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system)
and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and each Borrower acknowledges and agrees that
the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible
for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there
may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and each Borrower
hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of
such distribution.


 






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(c)            THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES
IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER,
ANY DOCUMENTATION AGENT, THE SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”)
HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING
OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THROUGH AN ELECTRONIC
SYSTEM OR THE APPROVED ELECTRONIC PLATFORM TO THE EXTENT NOT CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH APPLICABLE
PARTY AS determined by a final nonappealable judgment of a court of competent jurisdiction.


 


“Communications” means, collectively,
any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any
Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank
by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.


 


(d)            Each
Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted
to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan
Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of
electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the
foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.


 


(e)            Each
of the Lenders, each of the Issuing Banks and each Borrower agrees that the Administrative Agent may, but (except as may be required
by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative
Agent’s generally applicable document retention procedures and policies.


 


(f)            Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 






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SECTION 8.04.         Duties
and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents.
Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to
take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by
the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except
as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank
serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall nor any of its Related Parties
shall (i) be liable for any action taken or not taken by such party with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall reasonably believe in good
faith to be necessary, under the circumstances as provided in the Loan Documents) or in the absence of its own gross negligence or willful
misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction or (ii) responsible in any manner
to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained
in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (including, for the avoidance
of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf.
or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of any Loan Party to
perform its obligations hereunder or thereunder. The Administrative Agent shall be deemed not to have knowledge of (x) any of the
events or circumstances set forth or described in Section 5.02 unless and until written notice thereof stating that it is a “notice
under Section 5.02” in respect of this Agreement and identifying the specific clause under said Section is given to the
Administrative Agent by the Borrower Representative or any Borrower, or (y) any Default or Event of Default unless and until written
notice thereof (stating that it is a “notice of Default” or a “notice of an Event of Default”) is given to the
Administrative Agent by a Borrower, a Lender or an Issuing Bank. Further, the Administrative Agent shall not be responsible for or have
any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document,
(ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the
validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the
creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any
condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matter described therein being
acceptable or satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, the Administrative Agent shall
not be liable for, or be responsible for any Liabilities, costs or expenses suffered by the Borrower Representative, any Subsidiary,
any Lender or the Issuing Bank as a result of, any determination of the Revolving Exposure, any of the component amounts thereof or any
portion thereof attributable to each Lender or the Issuing Bank, or any Exchange Rate or calculation of any Dollar Amount or Equivalent
Amount.


 






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SECTION 8.05.         Reliance.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper
Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by
the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken
or not taken by it in accordance with the advice of any such counsel, accountants or experts. Without limiting the foregoing, the Administrative
Agent (i) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing
Bank for any statements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement or any
other Loan Document, (ii) in determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter
of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, may presume that such condition is
satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender
or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and (iii) shall be entitled
to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice,
consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website
posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent
or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the
Loan Documents for being the maker thereof).


 


SECTION 8.06.         Actions
through Sub-Agents. The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through
any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and
all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall
apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities
as the Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except
to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted
with gross negligence or willful misconduct in the selection of such sub-agent.


 


SECTION 8.07.         Resignation.
Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent
may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower Representative. Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Borrowers, to appoint a successor. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a
successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by its successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative
Agent shall be the same as those payable to its predecessor, unless otherwise agreed by the Borrowers and such successor. Notwithstanding
the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within
thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent
may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrowers, whereupon, on the date of
effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest
granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative
Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue
to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession
of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent
is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative
Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain
the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder
or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall
be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the
Administrative Agent shall also directly be given or made to each Lender and the Issuing Bank. Following the effectiveness of the Administrative
Agent’s resignation from its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03,
as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect
for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while it was acting as Administrative Agent and in respect of the matters referred to in
the proviso under clause (a) above.


 






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SECTION 8.08.         Non-Reliance.


 


(a)            Each
Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not
investments in a business enterprise or securities. Each Lender and each Issuing Bank further represents and warrants that
(i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or
holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in
each case in the ordinary course of business and not for the purpose of purchasing, acquiring or holding any other type of financial
instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing), (iii) it
has, independently and without reliance upon the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent
or any other Lender or Issuing Bank and their respective Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold
Loans hereunder, and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to
provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person
exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities,
is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and Issuing
Bank shall, independently and without reliance upon the Administrative Agent, any Arranger, the Syndication Agent, any Documentation
Agent or any other Lender or their respective Related Parties and based on such documents and information (which may contain
material, non-public information within the meaning of the United States securities laws concerning the Borrowers and their
Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under
or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder and
in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and
obligations hereunder.


 


(b)            Each
Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment
and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged
receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by
or satisfactory to, the Administrative Agent or the Lenders on the Effective Date or the effective date of any such Assignment and Assumption
or any other Loan Document pursuant to which it shall have become a Lender hereunder.


 






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(c)            Each
Lender hereby agrees that (i) it has requested a copy of each report prepared by or on behalf of the Administrative Agent; (ii) the
Administrative Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any report
or any of the information contained therein or any inaccuracy or omission contained in or relating to a report and (B) shall not
be liable for any information contained in any report; (iii) the reports are not comprehensive audits or examinations, and that
any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly
upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative
Agent undertakes no obligation to update, correct or supplement the reports; (iv) it will keep all reports confidential and strictly
for its internal use, not share the report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement;
and (v) without limiting the generality of any other indemnification provision contained in this Agreement, (A) it will hold
the Administrative Agent and any such other Person preparing a report harmless from any action the indemnifying Lender may take or conclusion
the indemnifying Lender may reach or draw from any report in connection with any extension of credit that the indemnifying Lender has
made or may make to the Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of,
a Loan or Loans; and (B) it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person
preparing a report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including
reasonable attorneys’ fees) incurred by the Administrative Agent or any such other Person as the direct or indirect result of any
third parties who might obtain all or part of any report through the indemnifying Lender.


 


SECTION 8.09.         Credit
Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to
credit bid all or any portion of the Secured Obligations (including by accepting some or all of the Collateral in satisfaction of some
or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly
or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions
of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions
to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by
(or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any
applicable law. In connection with any such credit bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled
to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Secured
Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis
that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount
used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of
the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative
Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle
or vehicles (ii) each of the Secured Parties’ ratable interests in the Secured Obligations which were credit bid shall be
deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale,
(iii) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or
vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition
of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for,
control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents
of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without
giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the
Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably
on account of the relevant Secured Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership
interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without
the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Secured Obligations
that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher
or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of Secured Obligations credit
bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned to the Secured Parties pro rata
with their original interest in such Secured Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle
on account of such Secured Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle
to take any further action. Notwithstanding that the ratable portion of the Secured Obligations of each Secured Party are deemed assigned
to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide
such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments
issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition
vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.


 






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SECTION 8.10.         Certain
ERISA Matters.


 


(a)            Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or
any other Loan Party, that at least one of the following is and will be true:


 


(i)            such
Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection
with the Loans, the Letters of Credit, this Agreement or the Commitments,


 


(ii)            the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(iii)            (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 






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(iv)            such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b)            In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such
Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding
clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto,
for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt,
to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, or any Arranger or any of their
respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including in connection with the reservation
or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).


 


(c)            The
Administrative Agent, and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide investment advice
or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial
interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments
with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents (ii) may recognize
a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest
in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection
with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement
fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization
fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees,
term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 


SECTION 8.11.         Not
Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties. (a) The Lenders are not partners or
co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative
Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce
the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant
to the terms of this Agreement.


 


(b)            In
its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured
party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of
the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured
Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral
Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit
of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person
as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney,
to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such
Collateral in favor of the Administrative Agent on behalf of the Secured Parties.


 






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(c)            In
furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which
constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed
to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral
or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that
is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed
the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the
Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.


 


SECTION 8.12.         Flood
Laws. JPMCB has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the
National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). JPMCB, as administrative agent
or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to each Lender
in the syndicate) documents that it receives in connection with the Flood Laws. However, JPMCB reminds each Lender and Participant in
the facility that, pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant in the facility)
is responsible for assuring its own compliance with the flood insurance requirements.


 


SECTION 8.13.         Payments.


 


(a)            Each
Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its
sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were
erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof),
such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of
any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect
of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid
to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such
Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment
with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without
limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any
Lender under this Section 8.13 shall be conclusive, absent manifest error.


 


(b)            Each
Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in
a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any
of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied
by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender
agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender
shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly,
but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or
portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and
including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative
Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation from time to time in effect.


 






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(c)            The
Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all
the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Obligations owed by the Borrower or any other Loan Party.


 


(d)            Each
party’s obligations under this Section 8.13 shall survive the resignation or replacement of the Administrative Agent or any
transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations under any Loan Document.


 


ARTICLE IX


 


MISCELLANEOUS


 


SECTION 9.01.     Notices.
(a) Except in the case of notices and other communications expressly permitted to be given by fax or Electronic Systems (and subject
in each case to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:


 


(i)            if
to any Loan Party, to the Borrower Representative at:


 


CLARUS CORPORATION

2084 East 3900 South

Salt Lake City, Utah 84124

Attention: Aaron Kuehne


   Michael Yates


Fax No: 801-278-5544


 


with a copy to:


 


KANE
KESSLER, P.C.

600 Third Avenue, 35th Floor

New York, New York 10016

Attention: Robert L. Lawrence, Esq.

Fax No: (212) 245-3009 

Email: rlawrence@kanekessler.com


 


(ii)            if
to the Administrative Agent, JPMCB in its capacity as the Swingline Lender, to JPMorgan Chase Bank, N.A. at:


 


in the case of a Borrowing denominated
in a Foreign Currency:


 


J.P.
Morgan Europe Limited

25 Bank Street, Canary Wharf

London E14 5JP

Attention: The Manager, Loan & Agency Services

Telecopy No. 011-44-207-777-2360


 






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in all other cases:


 


JPMorgan Chase Bank, N.A.


10 South Dearborn, Floor L2


Suite IL1-0480


Chicago, IL, 60603-2300


Attention: August Dunn


Phone
No: +1-312-385-7048


Email: august.dunn@chase.com


 


and, in each case, with a copy to:


 


JPMorgan Chase Bank, N.A.


Middle Market Servicing


10 South Dearborn, Floor L2


Suite IL1-0480


Chicago, IL, 60603-2300


Attention: Commercial Banking Group


Fax No: (844) 490-5663


Email: jpm.agency.cri@jpmorgan.com


jpm.agency.servicing.1@jpmorgan.com


 


Agency Withholding
Tax Inquiries:


Email: agency.tax.reporting@jpmorgan.com


Agency Compliance/Financials/Intralinks:


Email: covenant.compliance@jpmchase.com


 


(iii)           if
JPMCB in its capacity as an Issuing Bank, to JPMorgan Chase Bank, N.A. at:


 


JPMorgan Chase Bank, N.A.


10 South Dearborn, Floor L2


Suite IL1-0480


Chicago, IL, 60603-2300


Attention: LC Agency Team


Tel: 800-364-1969


Fax: 856-294-5267


Email: chicago.lc.agency.activity.team@jpmchase.com


 


with a copy to:


 


JPMorgan Chase Bank, N.A.


10 South Dearborn, Floor L2


Suite IL1-0480


Chicago, IL, 60603-2300


Attention: Loan & Agency Services
Group


Phone No: +1-312-385-7048


Email: august.dunn@chase.com


 



    129


     


    

 


(iv)          if
to any other Lender or Issuing Bank, to it at its address or fax number set forth in its Administrative Questionnaire.


 


All such notices and other communications (i) sent
by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received, (ii) sent
by fax shall be deemed to have been given when sent, provided that if not given during normal business hours of the recipient,
such notice or communication shall be deemed to have been given at the opening of business on the next Business Day of the recipient,
or (iii) delivered through any Electronic Systems or Approved Electronic Platforms, as applicable, to the extent provided in paragraph
(b) below shall be effective as provided in such paragraph.


 


(b)           Notices
and other communications to the Borrower Representative, any Loan Party, the Lenders, the Issuing Banks and the Administrative Agent hereunder
may be delivered or furnished by using Electronic Systems or Approved Electronic Platforms, as applicable, or pursuant to procedures approved
by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II or to compliance and no
Default certificates delivered pursuant to Section 5.01(d) unless otherwise agreed by the Administrative Agent and the applicable
Lender. Each of the Administrative Agent and the Borrower Representative (on behalf of the Loan Parties) may, in its discretion, agree
to accept notices and other communications to it hereunder by using Electronic Systems or Approved Electronic Platforms, as applicable,
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise proscribes, all such notices and other communications (i) sent to an e-mail address shall
be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal
business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next
Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication
is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such
notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice or communication shall
be deemed to have been sent at the opening of business on the next Business Day of the recipient.


 


(c)           Any
party hereto may change its address, fax number or e-mail address for notices and other communications hereunder by notice to the other
parties hereto.


 


SECTION 9.02.     Waivers;
Amendments. (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder
and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver
of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless
the same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan
or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent,
any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.


 



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(b)           Except
as provided in Section 2.09 (with respect to any increase in the Revolving Commitments or Incremental Facility Amendment), subject
to Sections 2.14(b) and (c) and Sections 9.02(c) and (e), neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement
or agreements in writing entered into by the Borrowers and the Required Lenders or (y) in the case of any other Loan Document, pursuant
to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties
thereto, with the consent of the Required Lenders; provided that no such agreement (including any such increase in Revolving Commitments
or Incremental Facility Amendment pursuant to Section 2.09) shall (i) increase the Commitment of any Lender without the written
consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any
Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the
written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (provided that any amendment
or modification of the financial covenants in this Agreement (or any defined term used therein) shall not constitute a reduction in the
rate of interest or fees for purposes of this clause (ii)), (iii) postpone any scheduled date of payment of the principal amount
of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the
amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent
of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (other than, in each case, any prepayment
required to be made pursuant to Section 2.11(b)), (iv) change Section 2.09(c), 2.18(b) or (d) in a manner that
would alter the ratable reduction of Commitments or the manner in which payments are shared, without the written consent of each Lender
(other than any Defaulting Lender), (v) change any of the provisions of this Section or the definition of “Required Lenders”
or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive,
amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender
(other than any Defaulting Lender) directly affected thereby (it being understood that, solely with the consent of the parties to an Incremental
Facility Amendment, Incremental Term Loans may be included in the determination of Required Lenders on substantially the same basis
as the Commitments and the Revolving Loans are included on the Effective Date), (vi) change Section 2.20, without the consent
of each Lender (other than any Defaulting Lender), (vii) release any Borrower from its obligations hereunder or release any Loan
Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents), in each case,
without the written consent of each Lender (other than any Defaulting Lender), (viii) except as provided in clause (c) of
this Section 9.02 or in any Collateral Document, release all or substantially all of the Collateral, without the written consent
of each Lender (other than any Defaulting Lender), (ix) change Section 1.12 or change the status of any Lender from a
Non-Global Lender to a Global Lender, or from a Global Lender to a Non-Global Lender, in each case, without the consent of each Lender
directly affected thereby or (x) subordinate the Liens on all or substantially all of the Collateral or subordinate the right of
payment of the Secured Obligations without the written consent of each Lender; provided further that no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without
the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be (it being understood
that any amendment to Section 2.20 shall require the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender);
provided further that no such agreement shall amend or modify the provisions of Section 2.07 or any letter of credit application
and any bilateral agreement between the Borrower Representative and the Issuing Bank regarding the respective rights and obligations between
the applicable Borrower and the Issuing Bank in connection with the issuance of Letters of Credit without the prior written consent of
the Administrative Agent and the Issuing Bank, respectively. The Administrative Agent may also amend the Commitment Schedule to
reflect assignments entered into pursuant to Section 9.04. Any amendment, waiver or other modification of this Agreement or any other
Loan Document that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders
of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number or
percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such
Class of Lenders were the only Class of Lenders hereunder at the time.


 



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(c)           The
Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release
any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of all Secured Obligations,
and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting
property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or
disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate,
without further inquiry), and to the extent that the property being disposed of constitutes 100% of the Equity Interests of a Subsidiary,
the Administrative Agent is authorized to release the Loan Guaranty provided by such Subsidiary, (iii) constituting property leased
to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required
to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and
the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Administrative Agent will not release any
Liens on Collateral without the prior written authorization of the Required Lenders; provided that, the Administrative Agent may
in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $5,000,000 during any calendar year without
the prior written authorization of the Required Lenders (it being agreed that the Administrative Agent may rely conclusively on one or
more certificates of the Borrowers as to the value of any Collateral to be so released, without further inquiry). Any such release shall
not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations
of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall
continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with
any such release shall be without recourse to or warranty by the Administrative Agent. In addition, each of the Secured Parties, on behalf
of itself and any of its Affiliates that are Secured Parties, irrevocably authorizes the Administrative Agent (or its designee), at its
option and in its discretion, (x) to subordinate any Lien on any assets granted to or held by the Administrative Agent under any
Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(b), 6.02(d), 6.02(g), 6.02(i), 6.02(m) or
6.02(p) or (y) in the event that the Company shall have advised the Administrative Agent that, notwithstanding the use by the
Company of commercially reasonable efforts to obtain the consent of such holder (but without the requirement to pay any sums to obtain
such consent) to permit the Administrative Agent to retain its liens (on a subordinated basis as contemplated by clause (x) above),
the holder of such other Indebtedness requires, as a condition to the extension of such credit, that the Liens on such assets granted
to or held by the Administrative Agent under any Loan Document be released, to release the Administrative Agent’s Liens on such
assets. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty
regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s
Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible
or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.


 



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(d)           If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender
directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained
(any such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting Lender”),
then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently
with such replacement, (i) another bank or other entity (other than any Ineligible Institution) which is reasonably satisfactory
to the Borrowers, the Administrative Agent and, to the extent involving the assignment or transfer of any Revolving Commitment, the Swingline
Lender and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting
Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations
of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04,
and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest,
fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination,
including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any,
equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of
such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. Each party hereto agrees that (x) an
assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower Representative,
the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference
pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (y) the
Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to
have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties
to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable
Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.


 


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


 


SECTION 9.03.     Expenses;
Indemnity; Damage Waiver. (a) The Loan Parties shall, jointly and severally, pay all (i) reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through
an Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration
of the Loan Documents and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) out-of-pocket expenses
incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for
the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights
in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit
issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of
such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the
generality of the foregoing, fees, costs and expenses incurred in connection with:


 


(i)            insurance
reviews;


 


(ii)           background
checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative
Agent;


 



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(iii)           Taxes,
fees and other charges for (A) lien and title searches and title insurance and (B) recording the Mortgages, filing financing
statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;


 


(iv)          Environmental
reviews, surveys and related real estate matters;


 


(v)           sums
paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and


 


(vi)           forwarding
loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and
expenses of preserving and protecting the Collateral.


 


All of the foregoing fees, costs and expenses
may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.18(c).


 


(b)           Limitation
of Liability. To the extent permitted by applicable law (i) neither any

Borrower nor any other Loan Party shall assert, and each Borrower and each Loan Party hereby waives, any claim against the Administrative
Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Issuing Bank and any Lender, and any Related Party of any of
the foregoing Persons (each such Person being called a “Lender-Related Person”) for any Liabilities arising from the
use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications,
electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such
party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any
other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or
the use of the proceeds thereof; provided that, nothing in this Section 9.03(b) shall relieve any Borrower or any other Loan
Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c), against any special, indirect, consequential
or punitive damages asserted against such Indemnitee by a third party.


 


(c)           Indemnity.
The Loan Parties, jointly and severally, shall indemnify the Administrative Agent, each Arranger, the Syndication Agent, each Documentation
Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of
(i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties
hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated
by a Loan Party or a Subsidiary, or any Environmental Liability related in any way to a Loan Party or a Subsidiary, (iv) the failure
of a Loan Party to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a
payment made by such Loan Party for Taxes pursuant to Section 2.17, or (v) any actual or prospective Proceeding relating
to any of the foregoing, whether or not such Proceeding is brought by any Loan Party or their respective equity holders, Affiliates, creditors
or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related
expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily from the
gross negligence or willful misconduct of such Indemnitee. This Section 9.03(c) shall not apply with respect to Taxes
other than any Taxes that represent losses or damages arising from any non-Tax claim.


 



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(d)           Lender
Reimbursement. Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraphs (a), (b) or (c) of
this Section 9.03 to the Administrative Agent, the Issuing Bank and the Swingline Lender, and each Related Party of any of the foregoing
Persons (each, an “Agent-Related Person”) (to the extent not reimbursed by the Borrower and without limiting the obligation
of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which such payment is
sought is sought after the date upon which the Commitments shall have terminated and the Obligations shall have been Paid in Full, ratably
in accordance with such Applicable Percentage immediately prior to such date, and agrees to indemnify and hold each Agent-Related Person
harmless from and against any and all Liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever
that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent-Related
Person in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent-Related
Person under or in connection with any of the foregoing; provided that the unreimbursed expense or Liability or related expense,
as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such; provided, further,
that no Lender shall be liable for the payment of any portion of such Liabilities, costs, expenses or disbursements that are found by
a final and non-appealable decision of a court of competent jurisdiction to have resulted primarily from such Agent-Related Person’s
gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and Payment
in Full of the Secured Obligations.


 


(e)           Payments.
All amounts due under this Section 9.03 shall be payable promptly after written demand therefor.


 


SECTION 9.04.     Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except
that (i) no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent
of each Lender (and any attempted assignment or transfer by any Loan Party without such consent shall be null and void) and (ii) no
Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided
in paragraph (c) of this Section 9.04) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)           (i) Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution)
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, participations in Letters
of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:


 


(A)           the
Borrower Representative, provided that the Borrower Representative shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice
thereof, and provided further that no consent of the Borrower Representative shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;


 



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(B)           the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of (x) a Revolving
Commitment or Revolving Loan to an assignee that is a Lender (other than a Defaulting Lender) with a Revolving Commitment immediately
prior to giving effect to such assignment and (y) all or any portion of a Term Loan or Term Loan Commitment to a Lender, an Affiliate
of a Lender or an Approved Fund;


 


(C)           the
Issuing Bank; provided that no consent of the Issuing Bank shall be required for an assignment of all or any portion of a Term
Loan or Term Loan Commitment; and


 


(D)           the
Swingline Lender; provided that no consent of the Swingline Lender shall be required for an assignment of all or any portion of
a Term Loan or Term Loan Commitment.


 


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


 


(A)          except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 unless each of the Borrower Representative and the Administrative Agent otherwise consent, provided
that no such consent of the Borrower Representative shall be required if an Event of Default has occurred and is continuing;


 


(B)           each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement, it being understood that non-pro rata assignments of or among any of the Commitments, the Revolving Loans and the
Term Loan are not permitted;


 


(C)           the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and
recordation fee of $3,500;


 


(D)           the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about
the Company, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive
such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities
laws; and


 


(E)           a
Global Lender shall only assign its rights, duties and obligations to an assignee that agrees to become and shall be a Global Lender,
and a Non-Global Lender shall only assign its rights, duties and obligations to an assignee that agrees to become and shall be a Non-Global
Lender or otherwise elects to become a Global Lender in accordance with Section 1.12.


 



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For the purposes of this Section 9.04(b),
the terms “Approved Fund” and “Ineligible Institution” have the following meanings:


 


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


 


“Ineligible
Institution” means a (a) natural person, (b) a Defaulting Lender or its Lender Parent, (c) company, investment
vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided
that, such company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established
for the primary purpose of acquiring any Loans or Commitments, (y) is managed by a professional advisor, who is not such natural
person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has
assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans and similar
extensions of credit in the ordinary course of its business or (d) a Loan Party or a Subsidiary or other Affiliate of a Loan Party.


 


(iii)           Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of
this Section.


 


(iv)          The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a copy of
each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative
Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as
a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection
by the Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(v)           Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as
to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent
shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either
the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05, 2.06(d) or
(e), 2.07(b), 2.18(d) or 9.03(d), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and
record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest
thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
paragraph.


 



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(c)           Any
Lender may, without the consent of, or notice to, the Borrowers, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell
participations to one or more banks or other entities (a “Participant”) other than an Ineligible Institution in all
or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the
Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrowers,
the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such
a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17
(subject to the requirements and limitations therein, including the requirements under Sections 2.17(f) and (g) (it being
understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender and the information
and documentation required under Section 2.17(g) will be delivered to the Borrowers and the Administrative Agent)) to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided
that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph
(b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect
to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive
a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.


 


Each Lender that sells a participation
agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions
of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(d) as
though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the
Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
of each Participant’s interest in the Loans or other obligations under this Agreement or any other Loan Document (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters
of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish
that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall
treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent)
shall have no responsibility for maintaining a Participant Register.


 



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(d)           Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(e)           One
or more Additional Lenders may be admitted as Lenders party to this Agreement from time to time in connection with an increase of the
aggregate Commitment pursuant to Section 2.09, subject to (i) execution and delivery by any such Additional Lender to the Administrative
Agent, for recording in the Register, of an Instrument of Adherence substantially in the form of Exhibit F or such other form
reasonably acceptable to the Administrative Agent (including an Incremental Facility Amendment) (an “Instrument of Adherence”),
(ii) acceptance of such Instrument of Adherence by each of the Administrative Agent and the Borrower Representative by their respective
executions thereof, and (iii) the completion of an Administrative Questionnaire by such Additional Lender promptly delivered to the
Administrative Agent. Upon the satisfaction of the foregoing conditions, from and after the effective date specified in each such Instrument
of Adherence, the Additional Lender shall be a Lender party hereto and have the rights and obligations of a Lender hereunder.


 


SECTION 9.05.     Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force and effect until Payment in Full of the Secured Obligations.
The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless
of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters
of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.


 


SECTION 9.06.     Counterparts;
Integration; Effectiveness; Electronic Execution.


 


(a)           This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any
separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures
of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 



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(b)           Delivery
of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document,
amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01),
certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions
contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery
of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any
other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records
in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require
the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures
approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept
any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly
given by or on behalf of any Borrower or any other Loan Party without further verification thereof and without any obligation to review
the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any
Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing,
each Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any
workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the
Borrowers and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces
an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any
Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent
and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary
Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s
business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and
shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest
the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on
the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including
with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising
solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions
by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities
arising as a result of the failure of any Borrower and/or any Loan Party to use any available security measures in connection with the
execution, delivery or transmission of any Electronic Signature.


 


SECTION 9.07.     Severability.
Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such
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SECTION 9.08.     Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final and in whatever currency denominated) at any time held and other obligations at any time owing by
such Lender or Affiliate to or for the credit or the account of any Loan Party against any of and all the Secured Obligations held by
such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations
may be unmatured; provided that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all
amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions
of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in
trust for the benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide
promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender
as to which it exercised such right of setoff. The applicable Lender shall notify the Borrower Representative and the Administrative
Agent of such set-off or application, provided that any failure to give or any delay in giving such notice shall not affect the
validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff) which such Lender may have.


 


SECTION 9.09.     Governing
Law; Jurisdiction; Consent to Service of Process. (a) The Loan Documents (other than those containing a contrary express choice
of law provision) shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State
of New York, but giving effect to federal laws applicable to national banks.


 


(b)           Each
of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions
of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party relating to this Agreement,
any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated hereby or thereby shall
be construed in accordance with and governed by the law of the State of New York.


 


(c)           Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject
matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any
thereof, in any action or proceeding arising out of or relating to any Loan Documents, the transactions relating hereto or thereto, or
for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative
Agent or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law) or New York State
court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document
shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.


 


(d)           Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in
any such court.


 



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(e)           Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each Foreign
Subsidiary that is a party hereto irrevocably designates and appoints the Borrower Representative, as its authorized agent, to accept
and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding of the nature referred
to in Section 9.09(c) in any federal or New York State court sitting in New York City. The Borrower Representative hereby represents,
warrants and confirms that the Borrower Representative has agreed to accept such appointment. Said designation and appointment shall be
irrevocable by each such Foreign Subsidiary until Payment in Full of the Secured Obligations. Each Foreign Subsidiary party thereto hereby
consents to process being served in any suit, action or proceeding of the nature referred to in Section 9.09(c) in any federal
or New York State court sitting in New York City by service of process upon the Borrower Representative as provided in this Section 9.09(e);
provided that, to the extent lawful and possible, notice of said service upon such agent shall be mailed by registered or certified air
mail, postage prepaid, return receipt requested, to the Borrower Representative and (if applicable to) such Foreign Subsidiary at its
address set forth herein or in the Joinder Agreement pursuant to which such Foreign Subsidiary became a party hereto, as applicable, or
to any other address of which such Foreign Subsidiary shall have given written notice to the Administrative Agent (with a copy thereof
to the Borrower Representative). Each Foreign Subsidiary party hereto irrevocably waives, to the fullest extent permitted by law, all
claim of error by reason of any such service in such manner and agrees that such service shall be deemed in every respect effective service
of process upon such Foreign Subsidiary in any such suit, action or proceeding and shall, to the fullest extent permitted by law, be taken
and held to be valid and personal service upon and personal delivery to such Foreign Subsidiary. To the extent any Foreign Subsidiary
party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service
or notice, attachment prior to judgment, attachment in aid of execution of a judgment, execution or otherwise), each Foreign Subsidiary
hereby irrevocably waives such immunity in respect of its obligations under the Loan Documents. Nothing in this Agreement or any other
Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


SECTION 9.10.     WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION.


 


SECTION 9.11.     Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 



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SECTION 9.12.     Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by any Requirement of Law or by any subpoena or similar legal process, (d) to any other party to
this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit,
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) on
a confidential basis to (i) any rating agency in connection with rating the Company or any of its Subsidiaries or the credit facilities
provided for herein or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification
numbers with respect to the credit facilities provided for herein, (h) with the consent of the Borrower Representative, (i) to
holders of Equity Interests in any Borrower, (j) to any Person providing a Guarantee of all or any portion of the Secured Obligations,
or (k) to the extent such Information (i) is or becomes publicly available other than as a result of a breach of this Section or
(ii) is or becomes available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source
other than the Borrowers or other Loan Party. To the extent permitted by section 275 of the Australian
PPSA, the parties agree to keep all information of the kind mentioned in section 275(1) and 275(4) of the Australian PPSA confidential
and not to disclose that information to any other Person, other than to the extent permitted hereunder. For the purposes of this
Section, “Information” means all information received from the Borrowers relating to the Borrowers or their business,
other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis
prior to disclosure by the Borrowers and other than information pertaining to this Agreement provided by arrangers to data service providers,
including league table providers, that serve the lending industry. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information but
in no event less than a reasonable amount of care.


 


EACH LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE COMPANY, AND ITS AFFILIATES, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS
THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


ALL INFORMATION, INCLUDING
REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE LOAN
PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE
AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES
LAWS.


 


SECTION 9.13.     Several
Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the
failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any Margin Stock for the repayment of the
Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor any
Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.


 



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SECTION 9.14.          USA
PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party that pursuant
to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies such Loan Party,
which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such
Loan Party in accordance with the USA PATRIOT Act.


 


SECTION 9.15.          Disclosure.
Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates
from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective
Affiliates.


 


SECTION 9.16.          Appointment
for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of
the Administrative Agent and the other Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable
law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control
of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s
request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with
the Administrative Agent’s instructions.


 


SECTION 9.17.          Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall
be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above
the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall
have been received by such Lender.


 


SECTION 9.18.          Marketing
Consent. The Borrowers hereby authorize JPMCB and its affiliates (collectively, the “JPMCB Parties”), at their
respective sole expense, but without any prior approval by the Borrowers, to publish such tombstones and give such other publicity to
this Agreement as each may from time to time determine in its sole discretion. The foregoing authorization shall remain in effect unless
and until the Borrower Representative notifies JPMCB in writing that such authorization is revoked.


 


SECTION 9.19.          Acknowledgement
and Consent to Bail-In of Affected Financial Institutions.


 


Notwithstanding anything to the contrary in any
Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any Affected Financial Institution arising under any Loan Document may be subject to the write-down and conversion powers
the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


 






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(b)           the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)           a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)           the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution
Authority.


 


SECTION 9.20.          No
Fiduciary Duty, etc. Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no
Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit
Party is acting solely in the capacity of an arm’s length contractual counterparty to each Borrower with respect to the Loan Documents
and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, any Borrower or any other
person. Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty
by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each Borrower acknowledges
and agrees that no Credit Party is advising any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters
in any jurisdiction. Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its
own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility
or liability to any Borrower with respect thereto. Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’
understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities
trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business,
any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and
the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of,
any Borrower and other companies with which any Borrower may have commercial or other relationships. With respect to any securities and/or
financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments,
including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, each Borrower acknowledges
and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing,
equity capital or other services (including financial advisory services) to other companies in respect of which a Borrower may have conflicting
interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from
any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with such Borrower in connection
with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other
companies. Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated
by the Loan Documents, or to furnish to any Borrower, confidential information obtained from other companies.


 






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ARTICLE X


 


LOAN GUARANTY


 


SECTION 10.01.          Guaranty.
Each Loan Guarantor (other than those that have delivered a separate Guarantee) hereby agrees that it is jointly and severally liable
for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Secured Parties,
the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured
Obligations and all costs and expenses, including, without limitation, all court costs and attorneys’ and paralegals’ fees
and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part
of the Secured Obligations from, or in prosecuting any action against, any Borrower or any Loan Guarantor of all or any part of the Secured
Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”;
provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor
of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor
for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the Guaranteed Obligations
may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee
notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic
or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations. Each Loan Guarantor further agrees
that if payment in respect of any Guaranteed Obligation shall be due in a currency other than Dollars and/or at a place of payment other
than New York, Chicago or any other Term Benchmark Payment Office and if, by reason of any Change in Law, disruption of currency or foreign
exchange markets, war or civil disturbance or other event, payment of such Guaranteed Obligation in such currency or at such place of
payment shall be impossible or, in the reasonable judgment of the Administrative Agent, the Issuing Bank or any Lender (or any of its
Affiliates), disadvantageous to the Administrative Agent, the Issuing Bank or any Lender (or any of such Lender’s Affiliates) in
any material respect, then, at the election of the Administrative Agent, such Loan Guarantor shall make payment of such Guaranteed Obligation
in Dollars (based upon the applicable equivalent amount in effect on the date of payment) and/or in New York, Chicago or such other Term
Benchmark Payment Office as is designated by the Administrative Agent or such Lender and, as a separate and independent obligation, shall
indemnify the Administrative Agent, the Issuing Bank and any Lender (and such Lender’s Affiliates) against any losses or reasonable
out-of-pocket expenses that it shall sustain as a result of such alternative payment.


 


SECTION 10.02.          Guaranty
of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require the
Administrative Agent, the Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor of, or any other Person
obligated for, all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce
its payment against any collateral securing all or any part of the Guaranteed Obligations.


 


SECTION 10.03.          No
Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein, the obligations of each Loan Guarantor
hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other
than Payment in Full of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement,
surrender, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the
corporate existence, structure or ownership of any Borrower or any other Obligated Party liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party or their assets or any
resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights
which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender or
any other Person, whether in connection herewith or in any unrelated transactions.


 


(b)            The
obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment or termination whatsoever
by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable
law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.


 






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(c)            Further,
the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the
Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any
part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating
to the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any indirect or direct security for the obligations
of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any of the
Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with respect
to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in
the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any
manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as
a matter of law or equity (other than Payment in Full of the Guaranteed Obligations).


 


SECTION 10.04.          Defenses
Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out
of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any
cause, or the cessation from any cause of the liability of any Borrower, any Loan Guarantor or any other Obligated Party, other than
Payment in Full of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well
as any requirement that at any time any action be taken by any Person against any Obligated Party or any other Person. Each Loan Guarantor
confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The
Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept
an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all
or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with
any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing
in any way the liability of such Loan Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been Paid
in Full. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even
though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other
right or remedy of any Loan Guarantor against any Obligated Party or any security.


 


SECTION 10.05.          Rights
of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation,
contribution or indemnification, that it has against any Obligated Party or any collateral, until the Loan Parties and the Loan Guarantors
have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the Lenders.


 


SECTION 10.06.          Reinstatement;
Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including a payment effected through
exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization
of any Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion), each Loan Guarantor’s
obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been
made and whether or not the Administrative Agent, the Issuing Bank and the Lenders are in possession of this Loan Guaranty. If acceleration
of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower,
all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless
be payable by the Loan Guarantors forthwith on demand by the Administrative Agent.


 






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SECTION 10.07.          Information.
Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent
of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative Agent,
the Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances
or risks.


 


SECTION 10.08.          Release
of Subsidiary Guarantors.


 


(a)            A
Subsidiary Guarantor shall automatically be released from its obligations under the Loan Guaranty upon the consummation of any transaction
permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Material Subsidiary; provided that,
if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not
have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and
is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents
that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant
to this Section shall be without recourse to or warranty by the Administrative Agent.


 


(b)            Further,
the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Subsidiary
Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor is no longer a Material Subsidiary.


 


(c)            Upon
Payment in Full of all Secured Obligations, the Loan Guaranty and all obligations (other than those expressly stated to survive such
termination) of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of
any act by any Person.


 


SECTION 10.09.          Taxes.
Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such withholding
is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so required to withhold
Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority
in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Guarantor shall be increased
as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section),
the Administrative Agent, Lender or Issuing Bank (as the case may be) receives the amount it would have received had no such withholding
been made.


 


SECTION 10.10.          Maximum
Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor hereunder shall
be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548
of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Uniform Voidable
Transactions Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan Guarantor’s
obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification
or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement or applicable law shall be taken into
account.


 






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SECTION 10.11.          Contribution.


 


(a)            To
the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”) which, taking
into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the amount which
otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate Guaranteed Obligations
satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable Amount” (as defined
below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Loan Guarantors
as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the
Guarantor Payment and the Payment in Full of the Guaranteed Obligations and the termination of this Agreement, such Loan Guarantor shall
be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Loan Guarantor for the amount
of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.


 


(b)            As
of any date of determination, the “Allocable Amount” of any Loan Guarantor shall be equal to the excess of the fair saleable
value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the maximum amount reasonably
expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Loan Guarantor that
is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Loan Guarantors
as of such date in a manner to maximize the amount of such contributions.


 


(c)            This
Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this Section 10.11
is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts as and when the same
shall become due and payable in accordance with the terms of this Loan Guaranty.


 


(d)            The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan Guarantor
or Loan Guarantors to which such contribution and indemnification is owing.


 


(e)            The
rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable upon the
Payment in Full of the Guaranteed Obligations and the termination of this Agreement.


 


SECTION 10.12.          Liability
Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be cumulative
with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement and the other
Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without
any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to
the contrary.


 


SECTION 10.13.          Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Loan Guaranty
in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13
for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13
or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not
for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13
shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13
constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the
benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 






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SECTION 10.14.          Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements
or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit
Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to
be governed by the laws of the State of New York and/or of the United States or any other state of the United States):


 


In the event a Covered Entity
that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such
Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such
Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the
Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the
United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported
QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than
such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed
by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that
rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with
respect to a Supported QFC or any QFC Credit Support.


 


SECTION 10.15.          Joint
and Several. Each Borrower hereby unconditionally and irrevocably agrees it is jointly and severally liable to the Administrative
Agent, the Issuing Banks and the Lenders for the Secured Obligations. In furtherance thereof, each Borrower agrees that wherever in this
Agreement it is provided that a Borrower is liable for a payment, such obligation is the joint and several obligation of each Borrower.
Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and
unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any
Issuing Bank, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be
impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used,
and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each
Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available
to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative
Agent, each Issuing Bank and each Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following
termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several
liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional
liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations
or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of
the Secured Obligations from any other Loan Party or any Collateral or other security therefor, or the absence of any other action to
enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the
Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing
the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Party and delivered
to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain
the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance
of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral,
(v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured
Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any
interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease
in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party.
After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and at once, without
notice to any Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without
first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the
Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under
applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property.
Each Borrower consents and agrees that neither the Administrative Agent nor any Lender shall be under no obligation to marshal any assets
in favor of any Loan Party or against or in payment of any or all of the Secured Obligations.


 






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ARTICLE XI


 


THE BORROWER REPRESENTATIVE


 


SECTION 11.01.          Appointment;
Nature of Relationship. The Company is hereby appointed by each of the Borrowers as its contractual representative (herein referred
to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably
authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly
set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the
express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative as their
agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower Representative shall promptly
disburse such Loans to the appropriate Borrower(s). The Administrative Agent and the Lenders, and their respective officers, directors,
agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by
the Borrower Representative or the Borrowers pursuant to this Section 11.01.


 


SECTION 11.02.          Powers.
The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower
Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative
shall have no implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder except any action specifically
provided by the Loan Documents to be taken by the Borrower Representative.


 






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SECTION 11.03.          Employment
of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any other
Loan Document by or through authorized officers.


 


SECTION 11.04.          Intentionally
Omitted.


 


SECTION 11.05.          Successor
Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign at any
time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give
prompt written notice of such resignation to the Lenders.


 


SECTION 11.06.          Execution
of Loan Documents. The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute
and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements, certificates, documents, or instruments
as shall be necessary or appropriate to effect the purposes of the Loan Documents, including, without limitation, the Compliance Certificates.
Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement
or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with
such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.


 


ARTICLE XII


 


COLLECTION ALLOCATION MECHANISM


 


(a)            On
the CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated as provided in Article VII,
(ii) the principal amount of each Revolving Loan and LC Disbursement denominated in a Foreign Currency shall automatically and without
any further action required, be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange Date, equal
to the Dollar Amount of such amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such
Obligations shall accrue and be payable in Dollars at the rates otherwise applicable hereunder and (iii) the Revolving Lenders shall
automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that,
in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately
prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each
Designated Obligation. Each Revolving Lender, each Person acquiring a participation from any Revolving Lender as contemplated by Section 9.04,
and each Borrower hereby consents and agrees to the CAM Exchange. Each of the Borrowers and the Revolving Lenders agrees from time to
time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative
Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Revolving Lenders after giving
effect to the CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to
the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower
to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity
or effectiveness of the CAM Exchange.


 


(b)            As
a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Credit
Document in respect of the Designated Obligations shall be distributed to the Revolving Lenders pro rata in accordance with their respective
CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by paragraph (c) below).


 






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(c)            In
the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of
an LC Disbursement by any Issuing Bank that is not reimbursed by any Borrower, then (i) each Revolving Lender shall, in accordance
with Section 2.06(d), promptly purchase from such Issuing Bank the Dollar Equivalent of a participation in such LC Disbursement
in the amount of such Revolving Lender’s Applicable Percentage of such LC Disbursement (without giving effect to the CAM Exchange),
(ii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase
of participations therein by the applicable Revolving Lenders, and the Revolving Lenders shall automatically and without further act
be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest
equal to such Revolving Lender’s CAM Percentage in each of the Designated Obligations and (iii) in the event distributions
shall have been made in accordance with clause (i) of paragraph (b) above, the Revolving Lenders shall make such payments to
one another in Dollars as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have
received had each LC Disbursement been outstanding immediately prior to the CAM Exchange. Each such redetermination shall be binding
on each of the Revolving Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall
be conclusive absent manifest error.


 


(d)            Nothing
in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations
held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Revolving Lender and its
assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the
CAM Percentages as provided in the immediately preceding paragraph.


 


(Signature Pages Follow)


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


 


	 	CLARUS CORPORATION,
	 	a Delaware corporation,
	 	as
a Borrower 
	 	 
	 	By	/s/ Michael J. Yates
	 	Name: 	Michael J. Yates
	 	Title:	 Chief Financial Officer
	 	 
	 	BLACK DIAMOND RETAIL, INC.,
	 	a Delaware corporation,
	 	as
a Borrower
	 	 
	 	By/s/	Aaron J. Kuehne
	 	Name: 	Aaron J. Kuehne
	 	Title: 	Chief Operating Officer and Secretary
	 	 
	 	BLACK DIAMOND RETAIL - ALASKA, LLC,
	 	a Delaware limited liability company,
	 	as
    a Borrower 
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	Name: 	Aaron J. Kuehne
	 	Title: 	Chief Operating Officer and Secretary
	 	 
	 	SIERRA BULLETS, L.L.C.,
	 	a Delaware limited liability company,
	 	as
    a Borrower 
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	Name:	 Aaron J. Kuehne
	 	Title: 	Secretary
	 	 
	 	SKINOURISHMENT, LLC,
	 	a Delaware limited liability company,
	 	as
    a Borrower 
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	Name: 	Aaron J. Kuehne
	 	Title: 	Treasurer and Secretary




 


Signature Page to Amended and Restated Credit
Agreement


 






    


     


    

 


	 	BLACK DIAMOND RETAIL – COLORADO, LLC,
	 	a Delaware limited liability company,
	 	as
    a Borrower
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	Name:	 Aaron J. Kuehne
	 	Title: 	Chief Operating Officer and Secretary
	 	 
	 	BLACK DIAMOND RETAIL – MONTANA, LLC,
	 	a Delaware limited liability company,
	 	as
    a Borrower 
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	Name:	 Aaron J. Kuehne
	 	Title:	 Chief Operating Officer and Secretary
	 	 
	 	BLACK DIAMOND RETAIL – WYOMING, LLC,
	 	a Delaware limited liability company,
	 	as
    a Borrower
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	Name: 	Aaron J. Kuehne
	 	Title:	 Chief Operating Officer and Secretary 
	 	 
	 	BARNES BULLETS – MONA, LLC, a Delaware
	 	limited liability company,
	 	as
    a Borrower 
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	Name: 	Aaron J. Kuehne
	 	Title:	 Secretary 
	 	 
	 	BLACK DIAMOND RETAIL – OREGON, LLC,
	 	a Delaware limited liability company,
	 	as
    a Borrower 
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	Name:	 Aaron J. Kuehne
	 	Title: 	Chief Operating Officer and Secretary      

	 	 
	 	BLACK DIAMOND RETAIL – VERMONT, LLC, 
	 	a Delaware limited liability company,
	 	as
    a Borrower 
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	Name: 	Aaron J. Kuehne
	 	Title:	 Chief Operating Officer and Secretary



 


Signature Page to Amended and Restated Credit
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	 	BLACK DIAMOND EQUIPMENT, LTD.,
	 	a Delaware corporation,
	 	as
    a Loan Guarantor
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	Name:	 Aaron J. Kuehne
	 	Title: 	Chief Operating Officer and Secretary
	 	 
	 	 
	 	EVEREST/SAPPHIRE ACQUISITION, LLC,
	 	a Delaware limited liability company,
	 	as
    a Loan Guarantor 
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	Name:	 Aaron J. Kuehne
	 	Title: 	Secretary and Treasurer
	 	 
	 	 
	 	BD EUROPEAN HOLDINGS, LLC,
	 	a Delaware limited liability company,
	 	as
    a Loan Guarantor 
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	Name: 	Aaron J. Kuehne
	 	Title:	 Secretary and Treasurer




 


Signature Page to Amended and Restated Credit
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	 	OSCAR ALUMINIUM HOLDINGS, INC.,
	 	a Delaware corporation,
	 	as
    a Loan Guarantor 
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	Name:	 Aaron J. Kuehne
	 	Title:	 Secretary and Treasurer
	 	 
	 	RHINO RACK USA LLC,
	 	a Colorado limited liability company,
	 	as
    a Loan Guarantor 
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	Name:	 Aaron J. Kuehne
	 	Title: 	Chief Operating Officer and Secretary




 


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	Executed in accordance with section 127 of the Corporations Act 2001 by Oscar Aluminium Holdings Pty Ltd (ACN 650 522 811):	 	 
	 	 	 
	/s/ Aaron J. Kuehne	 	/s/ Ernesto Fidel Fernandez
	Director Signature	 	Director/Secretary Signature
	 	 	 
	Aaron John Kuehne	 	Ernesto Fidel Fernandez
	Print Name	 	Print Name



 


	Executed in accordance with section 127 of the Corporations Act 2001 by Oscar Aluminium Pty Ltd (ACN 650 523 621):	 	 
	 	 	 
	/s/ Aaron J. Kuehne	 	/s/ Ernesto Fidel Fernandez
	Director Signature	 	Director/Secretary Signature
	 	 	 
	Aaron John Kuehne	 	 Ernesto Fidel Fernandez
	Print Name	 	Print Name



 


	Executed in accordance with section 127 of the Corporations Act 2001 by Rhino-Rack Holdings Pty Ltd (ACN 124 647 972):	 	 
	 	 	 
	/s/ Aaron J. Kuehne	 	/s/ Ernesto Fidel Fernandez
	Director Signature	 	Director/Secretary Signature
	 	 	 
	Aaron John Kuehne	 	 Ernesto Fidel Fernandez
	Print Name	 	Print Name



 


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	Executed
    in accordance with section 127 of the Corporations Act 2001 by Rhino Rack Australia Pty Ltd (ACN 122 680 639):	 	 
	 	 	 
	 	 	 
	/s/ Aaron J. Kuehne	 	/s/ Ernesto
    Fidel Fernandez
	Director Signature	 	Director/Secretary Signature
	 

    Aaron John Kuehne
	 	 

    Ernesto Fidel Fernandez

	Print Name	 	Print Name


 


 


	Executed
    in accordance with section 127 of the Corporations Act 2001 by Simpson Aluminium Pty Ltd (ACN 654 624 861):	 	 
	 	 	 
	 	 	 
	/s/ Aaron J. Kuehne	 	/s/ Ernesto
    Fidel Fernandez
	Director Signature	 	Director/Secretary Signature
	 

    Aaron John Kuehne
	 	 

    Ernesto Fidel Fernandez

	Print Name	 	Print Name


 


 


	Executed
    in accordance with section 127 of the Corporations Act 2001 by Maxtrax Australia Pty Ltd (ACN 615 592 339):	 	 
	 	 	 
	 	 	 
	/s/ Aaron J. Kuehne	 	/s/ Ernesto
    Fidel Fernandez
	Director Signature	 	Director/Secretary Signature
	 

    Aaron John Kuehne
	 	 

    Ernesto Fidel Fernandez

	Print Name	 	Print Name


 


 


	Executed
    in accordance with section 127 of the Corporations Act 2001 by Maxtrax Pty Ltd (ACN 126 130 461) in its personal
    capacity and as trustee of the Maxtrax Australia Trading Unit Trust (ACN 25 912 211 564):

     

     
	 	 
	/s/ Aaron J. Kuehne	 	/s/ Ernesto
    Fidel Fernandez
	Director Signature	 	Director/Secretary Signature
	 

    Aaron John Kuehne
	 	 

    Ernesto Fidel Fernandez

	Print Name	 	Print Name


 


Signature Page to Amended
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	 	JPMORGAN CHASE BANK,
    N.A.,
	 	as Administrative
    Agent, Issuing Bank, Swingline Lender, and a Lender
	 	 
	 	 
	 	By	 	/s/
    Kristin L. Gubler
	 	 	Name:	Kristin L. Gubler
	 	 	Title:	Authorized Signer





 


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	 	BANK OF AMERICA, N.A., as a Lender
	 	 
	 	 
	 	By	 	/s/
    David E. Rognon
	 	 	Name:	David E. Rognon
	 	 	Title:	Senior Vice President




 


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Agreement


 






    


     


    

 





	 	U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent and individually as a Lender
	 	 
	 	 
	 	By	 	/s/
    Amber Gracanin
	 	 	Name:	Amber Gracanin
	 	 	Title:	Senior Vice President


 


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	 	REGIONS BANK, as Documentation Agent and individually
    as a Lender
	 	 
	 	 
	 	By	 	/s/
    Tim Blakley
	 	 	Name:	Tim Blakley
	 	 	Title:	Managing Director


 


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	 	TEXAS CAPITAL BANK, as a Lender
	 	 
	 	 
	 	By	 	/s/
    Les Werme
	 	 	Name:	Les Werme
	 	 	Title:	Senior Vice President


 


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Agreement


 






    


     


    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a
    Lender
	 	 
	 	 
	 	By	 	/s/
    John Hancey
	 	 	Name:	John Hancey
	 	 	Title:	SVP


 


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	 	ZIONS BANCORPORATION,
    NATIONAL ASSOCIATION, DBA ZIONS BANK, as a Lender
	 	 
	 	 
	 	By	 	/s/
    Raymond E. Sweger
	 	 	Name:	Raymond E. Sweger
	 	 	Title:	Senior Vice President


 


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COMMITMENT SCHEDULE


 


	Lender	 	Global

    Revolving

    Commitment	 	 	Non-Global

    Revolving

    Commitment	 	 	Term
    Loan

    Commitment	 	 	Swingline

    Commitment	 
	JPMorgan Chase Bank, N.A.	 	$	70,588,235.29	 	 	 	--	 	 	$	29,411,764.71	 	 	$	7,500,000	 
	Bank of America, N.A.	 	$	70,588,235.29	 	 	 	--	 	 	$	29,411,764.71	 	 	 	--	 
	U.S. Bank National Association	 	$	56,470,588.24	 	 	 	--	 	 	$	23,529,411.76	 	 	 	--	 
	Regions Bank	 	$	38,823,529.41	 	 	 	--	 	 	$	16,176,470.59	 	 	 	--	 
	Texas Capital Bank, National Association	 	 	--	 	 	$	21,176,470.59	 	 	$	8,823,529.41	 	 	 	--	 
	Wells Fargo Bank, National Association	 	$	21,176,470.59	 	 	 	--	 	 	$	8,823,529.41	 	 	 	--	 
	Zions Bank	 	$	21,176,470.59	 	 	 	--	 	 	$	8,823,529.41	 	 	 	--	 
	Total	 	$	278,823,529.41	 	 	$	21,176,470.59	 	 	$	125,000,000	 	 	$	7,500,000