Exhibit 10.1


 


AMENDMENT NO. 10


 


TO SECOND AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT


 


This AMENDMENT NO. 10 TO
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of April 12, 2022 (this “Amendment”),
among P&F INDUSTRIES, INC., a Delaware corporation (“P&F”), FLORIDA PNEUMATIC MANUFACTURING
CORPORATION, a Florida corporation (“Florida Pneumatic”), HY-TECH MACHINE, INC., a Delaware corporation
(“Hy-Tech” and together with P&F and Florida Pneumatic, collectively, the “Borrowers” and each,
a “Borrower”), JIFFY AIR TOOL, INC., a Delaware corporation (“Jiffy”), ATSCO HOLDINGS
CORP., a Delaware corporation (“ATSCO”), BONANZA PROPERTIES CORP., a Delaware corporation (“Properties”),
CONTINENTAL TOOL GROUP, INC., a Delaware corporation (“Continental”), COUNTRYWIDE HARDWARE, INC.,
a Delaware corporation (“Countrywide”), EMBASSY INDUSTRIES, INC., a New York corporation (“Embassy”),
EXHAUST TECHNOLOGIES, INC., a Delaware corporation, (“Exhaust”); HY-TECH ILLINOIS, INC., a
Delaware corporation formerly known as DaVinci Purchase Corp. (“HT-Illinois”), and HEISMAN ACQUISITION CORP.,
a Delaware corporation (“Heisman”; and together with Jiffy, ATSCO, Properties, Continental, Countrywide, Embassy, Exhaust,
and HT-Illinois, collectively, “Guarantors” and each, a “Guarantor”) the financial institutions
party to this Amendment as lenders (collectively, “Lenders”), and CAPITAL ONE, NATIONAL ASSOCIATION,
a national banking association, as agent for the Lenders (“Agent”).


 


RECITALS:


 


A.            Borrowers,
Guarantors, the lenders from time to time party thereto (collectively, the “Lenders”) and Agent are parties to that
certain Second Amended and Restated Loan and Security Agreement dated as of April 5, 2017 (as amended, restated, supplemented, or
otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the “Loan Agreement”).
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.


 


B.            Borrowers
have requested that Agent and the Lenders amend certain provisions of the Loan Agreement.


 


C.            Subject
to the terms and conditions set forth below, Agent and the Lenders party hereto are willing to amend the Loan Agreement as set forth herein.


 


In furtherance of the foregoing,
the parties agree as follows:


 


Section 1.     AMENDMENTS.
Effective as of the Amendment No. 10 Closing Date, and subject to the terms and conditions
set forth herein and in reliance upon representations and warranties set forth herein:


 


(a)            The
Loan Agreement (excluding the Schedules thereto, except as noted in clause (b) below), is hereby amended as set forth in Exhibit A
to this Amendment, with all revisions to the Loan Agreement reflected in Exhibit A in redlined format (i.e., to delete
the stricken text (indicated textually in the same manner as the following example: stricken text
and stricken text) and (b) to add the double-underlined text (indicated
textually in the same manner as the following example: double-underlined
text and double-underlined text).


 






     


     


    

 


(b)            Schedule
1.1 to the Loan Agreement is hereby amended and restated in its entirety as set forth on Exhibit B attached hereto.


 


Section 2.     CONDITIONS
PRECEDENT. The parties hereto agree that the amendment set forth in Section 1 above
shall not be effective until the satisfaction of each of the following conditions precedent:


 


(a)            Documentation.
Agent shall have received (i) a counterpart of this Amendment, duly executed and delivered by Borrowers, Guarantors and all of the
Lenders then party to the Loan Agreement, (ii) UCC search results and good standing certificates acceptable to Agent; (iii) certificate
of a duly authorized officer of each Obligor (other than an Immaterial Subsidiary), certifying (x) that such Obligor’s Organic
Documents have not been modified or the attached copies of such Obligor’s Organic Documents are true and complete, and in full force
and effect, without amendment except as shown; (y) that an attached copy of resolutions authorizing execution and delivery of the
Amendment is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified
or revoked, and constitute all resolutions adopted with respect to this credit facility; and (z) to the title, name and signature
of each Person authorized to sign the Amendment and other Loan Documents and (iv) such other documents and certificates as Agent
or its counsel may reasonably request relating to any other legal matters relating to any Obligor or the transactions contemplated hereby.


 


(b)            Fees
and Expenses.  All fees and expenses of counsel to Agent estimated to date shall have been paid in full (without prejudice to final
settling of accounts for such fees and expenses).


 


Section 3.     REPRESENTATIONS
AND WARRANTIES.


 


(a)            In
order to induce Agent and the Lenders to enter into this Amendment, each Borrower represents and warrants to Agent and the Lenders as
follows:


 


(i)            The
representations and warranties made by such Borrower in Section 9 of the Loan Agreement are true and correct on and as of
the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date in which case such
representations and warranties are true and correct on and as of such earlier date.


 


(ii)            No
Default or Event of Default has occurred and is continuing or will exist after giving effect to this Amendment.


 






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(b)            In
order to induce Agent and the Lenders to enter into this Amendment, each Borrower and each Guarantor represents and warrants to Agent
and the Lenders that (i) this Amendment has been duly authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation and (ii) the execution, delivery and performance by each Borrower and each Guarantor of this Amendment (w) do
not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or third party,
except for (A) such as have been obtained or made and are in full force and effect or (B) the failure of which to obtain would
not reasonably be expected to result in a Material Adverse Effect, (x) do not and will not violate any Applicable Law or the Organic
Documents of such Borrower or such Guarantor, except to the extent that such violation would not reasonably be expected to result in a
Material Adverse Effect, (y) do not and will not violate or result in a default under any indenture or any other agreement, instrument
or other evidence of Material Indebtedness, except to the extent that such default would not reasonably be expected to result in a Material
Adverse Effect, and (z) do not and will not result in the creation or imposition of any Lien on any asset of any Obligor, except
Liens created under the Loan Documents.


 


Section 4.     MISCELLANEOUS.


 


(a)            Ratification
and Confirmation of Loan Documents. Each Borrower and each Guarantor hereby consents, acknowledges and agrees to the amendment set
forth herein and hereby confirms and ratifies in all respects the Loan Documents to which such Person is a party (including without limitation,
with respect to each Guarantor, the continuation of its payment and performance obligations under the guaranties set forth in Section 15
of the Loan Agreement upon and after the effectiveness of the amendment contemplated hereby and, with respect to each Borrower and each
Guarantor, the continuation and extension of the liens granted under the Loan Agreement and Security Documents to secure the Obligations).
Except as expressly set forth herein, this Amendment (i) shall not by implication or otherwise limit, impair, constitute a waiver
of, or otherwise affect the rights and remedies of the Lenders, or Agent under the Loan Agreement or any other Loan Document, and (ii) shall
not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan
Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue
to secure the payment of all Obligations of the Obligors under the Loan Documents, in each case, as amended by this Amendment. Notwithstanding
that the cover page of the Loan Agreement attached hereto as Exhibit A is dated “as of April 5, 2017”,
the preamble of the Loan Agreement is dated “as of April 5, 2017”, and Section 6.1 of the Loan Agreement contains
those conditions which were applicable to the initial Closing Date of April 5, 2017, the changes to the Loan Agreement effected by
this Amendment shall be effective as of the satisfaction to the conditions to effectiveness set forth in Section 2 of this
Amendment. The signature pages may be omitted from Exhibit A hereto; however, the execution and delivery of this Amendment
shall be deemed to be an agreement by each party signatory hereto to modify the Loan Agreement as amended hereby. This Amendment shall
for all purposes constitute a Loan Document.


 


(b)            Fees
and Expenses. Borrowers shall pay on demand all reasonable costs and expenses of Agent in connection with the preparation, reproduction,
execution, and delivery of this Amendment and any other documents prepared in connection herewith, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for Agent.


 






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(c)            Headings.
Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute
a part of this Amendment for any other purpose or be given any substantive effect.


 


(d)            Governing
Law; Waiver of Jury Trial. This Amendment shall be governed by and construed in accordance with the laws of the State of New York,
and shall be further subject to the provisions of Sections 14.13, 14.14 and 14.15 of the Loan Agreement.


 


(e)            Counterparts.
This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original,
and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of
this Amendment by facsimile or electronic transmission (including .pdf file) shall be effective as delivery of a manually executed counterpart
hereof.


 


(f)            Notices.
All communications and notices hereunder shall be given as provided in the Loan Agreement as amended hereby.


 


(g)            Entire
Agreement. This Amendment, together with all the Loan Documents (collectively, the “Relevant Documents”), sets
forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations
and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied,
not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation
or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations,
warranties or commitments, express or implied, have been made by any party to the other. None of the terms or conditions of this Amendment
may be changed, modified, waived or cancelled orally or otherwise except in a writing signed by Agent for such purpose.


 


(h)            Enforceability;
Severability. Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or
more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto. Any provision
of this Amendment 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 hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any
other jurisdiction


 


(i)            Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of each Borrower, each Guarantor, Agent, each Lender and
their respective successors and assigns (subject to Section 13 of the Loan Agreement).


 


(j)            Guarantor
Acknowledgement. Each Guarantor hereby: (i) consents to this Amendment and to the changes
to the Loan Agreement to be effected by this Amendment; (ii) acknowledges that this Amendment does not in any way modify, limit,
or release any of its obligations under the Loan Agreement; and (iii)  acknowledges that its consent to any other modification
to any Loan Document will not be required as a result of the consent set forth in this Section 4 having been obtained, except
to the extent, if any, required by the specific terms of that Loan Document.


 


[Remainder of Page Intentionally Left Blank;
Signature Pages Follow]


 






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The following parties have
caused this Amendment to be executed as of the date first written above.


 


	 	BORROWERS:
	 	 
	 	P&F INDUSTRIES, INC.
	 	FLORIDA PNEUMATIC MANUFACTURING
	 	CORPORATION
	 	HY-TECH MACHINE, INC.
	 	 
	 	By:	/s/ Joseph A. Molino, Jr.
	 	Name: Joseph A. Molino, Jr.
	 	Title: Vice President
	 	 
	 	GUARANTORS:
	 	 
	 	ATSCO HOLDINGS CORP.
	 	JIFFY AIR TOOL, INC.,
	 	BONANZA PROPERTIES CORP.,
	 	CONTINENTAL TOOL GROUP, INC.
	 	COUNTRYWIDE HARDWARE, INC.
	 	EMBASSY INDUSTRIES, INC.
	 	EXHAUST TECHNOLOGIES, INC.
	 	HY-TECH ILLINOIS, INC.
	 	HEISMAN ACQUISITION CORP.
	 	 
	 	By:	/s/ Joseph A. Molino, Jr.
	 	Name: Joseph A. Molino, Jr.
	 	Title: Vice President
	 	 
	AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
	Signature Page



 






     


     


    

 


	 	AGENT AND LENDERS:
	 	 
	 	CAPITAL ONE, NATIONAL ASSOCIATION, as Agent and Lender
	 	 
	 	By:	/s/ Julianne Low
	 	Name: Julianne Low
	 	Title: Senior Director
	 	 
	AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
	Signature Page



 






     


     


    

 


EXHIBIT A


 


Loan and Security Agreement


 


See attached.


 






     


     


    

  


CONFORMED
LOAN AGREEMENT


 





 






 


EXHIBIT A TO AMENDMENT NO. 510
TO





SECOND
AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT





UPDATED TO INCLUDE





Amendment No. 6 to Loan
Agreement, dated as of February 14, 2019





Amendment No. 7 to Loan
Agreement, dated as of April 19, 2019





Consent, Joinder and Amendment
No. 8 to Loan Agreement, dated as of October 25, 2019





Consent, Joinder and Amendment
No. 9 to Loan Agreement, dated as of January 14, 2022


 


P&F INDUSTRIES, INC.,





FLORIDA PNEUMATIC MANUFACTURING CORPORATION,





and





HY-TECH MACHINE, INC.,





as Borrowers,


 


ATSCO HOLDINGS CORPORATION,


JIFFY AIR TOOL, INC.,


BONANZA PROPERTIES CORP.,


CONTINENTAL TOOL GROUP, INC.,


COUNTRYWIDE HARDWARE, INC.,


EMBASSY INDUSTRIES, INC.,


and


EXHAUST TECHNOLOGIES, INC.,


HY-TECH
ILLINOIS, INC.


and


HEISMAN
ACQUISITION CORP.


as Guarantors,


 


SECOND AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT


 


Dated as of April 5, 2017


 


$18,100,000.00


 





 






 


CERTAIN FINANCIAL INSTITUTIONS,


as Lenders


and


CAPITAL ONE, NATIONAL ASSOCIATION,


as Agent



 





 






[1] DaVinci Purchase Corp. joined the Loan Agreement as a Guarantor
per Amendment No. 8. DaVinci subsequently changed its name to Hy-Tech Illinois, Inc.


Heisman Acquisition
Corp. joined the Loan Agreement as a Guarantor per Amendment No. 9.


 






     


     


    

 



 


	Section 1.	DEFINITIONS; RULES OF CONSTRUCTION	2
	 	 	 
	1.1	Definitions	2
	 	 	 
	1.2	Accounting Terms	35
	 	 	 
	1.3	Uniform Commercial Code	35
	 	 	 
	1.4	Certain Matters of Construction	35
	 	 	 
	1.5	Division	36
	 	 	 
	Section 2.	CREDIT FACILITIES	36
	 	 	 
	2.1	Revolver Commitment	36
	 	 	 
	2.2	Term Loan Commitment	37
	 	 	 
	2.3	Letter of Credit Facility	39
	 	 	 
	Section 3.	INTEREST, FEES AND CHARGES	41
	 	 	 
	3.1	Interest	41
	 	 	 
	3.2	Fees	43
	 	 	 
	3.3	Computation of Interest, Fees, Yield Protection	43
	 	 	 
	3.4	Reimbursement Obligations	44
	 	 	 
	3.5	Illegality	44
	 	 	 
	3.6	Inability to Determine Rates; Benchmark Replacement Setting	45
	 	 	 
	3.7	Increased Costs; Capital Adequacy	49
	 	 	 
	3.8	Mitigation	50
	 	 	 
	3.9	Funding Losses	51
	 	 	 
	3.10	Maximum Interest	51
	 	 	 
	Section 4.	LOAN ADMINISTRATION	51
	 	 	 
	4.1	Manner of Borrowing and Funding Revolver Loans	51
	 	 	 
	4.2	Defaulting Lender	53
	 	 	 
	4.3	Number and Amount of SOFR Loans; Determination of Rate	53
	 	 	 
	4.4	Borrower Agent	53
	 	 	 
	4.5	One Obligation	54
	 	 	 
	4.6	Effect of Termination	54
	 	 	 
	Section 5.	PAYMENTS	54
	 	 	 
	5.1	General Payment Provisions	54
	 	 	 
	5.2	Repayment of Revolver Loans	54
	 	 	 
	5.3	Repayment of Term Loans	54



 






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	5.4	Payment of Other Obligations	55
	 	 	 
	5.5	Marshaling; Payments Set Aside	56
	 	 	 
	5.6	Post-Default Allocation of Payments	56
	 	 	 
	5.7	Application of Payments	57
	 	 	 
	5.8	Loan Account; Account Stated	57
	 	 	 
	5.9	Taxes	57
	 	 	 
	5.10	Lender Tax Information	58
	 	 	 
	5.11	Nature and Extent of Each Borrower’s Liability	59
	 	 	 
	Section 6.	CONDITIONS PRECEDENT	61
	 	 	 
	6.1	Conditions Precedent to Initial Loans	61
	 	 	 
	6.2	Conditions Precedent to All Credit Extensions	62
	 	 	 
	Section 7.	COLLATERAL	63
	 	 	 
	7.1	Grant of Security Interest	63
	 	 	 
	7.2	Lien on Deposit Accounts; Cash Collateral	63
	 	 	 
	7.3	Real Estate Collateral	64
	 	 	 
	7.4	Investment Property and other Equity Interests	64
	 	 	 
	7.5	Other Collateral; New Subsidiaries	65
	 	 	 
	7.6	No Assumption of Liability	66
	 	 	 
	7.7	Further Assurances	66
	 	 	 
	7.8	Foreign Subsidiary Stock	66
	 	 	 
	Section 8.	COLLATERAL ADMINISTRATION	66
	 	 	 
	8.1	Borrowing Base Certificates	66
	 	 	 
	8.2	Administration of Accounts	67
	 	 	 
	8.3	Administration of Inventory	67
	 	 	 
	8.4	Administration of Equipment	68
	 	 	 
	8.5	Administration of Deposit Accounts	68
	 	 	 
	8.6	General Provisions	69
	 	 	 
	8.7	Power of Attorney	70
	 	 	 
	Section 9.	REPRESENTATIONS AND WARRANTIES	71
	 	 	 
	9.1	General Representations and Warranties	71
	 	 	 
	9.2	Complete Disclosure	76



 






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	Section 10.	COVENANTS AND CONTINUING AGREEMENTS	76
	 	 	 
	10.1	Affirmative Covenants	76
	 	 	 
	10.2	Negative Covenants	79
	 	 	 
	10.3	Financial Covenants	84
	 	 	 
	Section 11.	EVENTS OF DEFAULT; REMEDIES ON DEFAULT	84
	 	 	 
	11.1	Events of Default	84
	 	 	 
	11.2	Remedies upon Default	85
	 	 	 
	11.3	License	86
	 	 	 
	11.4	Setoff	86
	 	 	 
	11.5	Remedies Cumulative; No Waiver	87
	 	 	 
	Section 12.	AGENT	87
	 	 	 
	12.1	Appointment, Authority and Duties of Agent	87
	 	 	 
	12.2	Agreements Regarding Collateral and Field Examination Reports	88
	 	 	 
	12.3	Reliance By Agent	89
	 	 	 
	12.4	Action Upon Default	89
	 	 	 
	12.5	Ratable Sharing	89
	 	 	 
	12.6	Indemnification of Agent Indemnitees	90
	 	 	 
	12.7	Limitation on Responsibilities of Agent	90
	 	 	 
	12.8	Successor Agent and Co-Agents	91
	 	 	 
	12.9	Due Diligence and Non-Reliance	92
	 	 	 
	12.10	Replacement of Certain Lenders	92
	 	 	 
	12.11	Remittance of Payments and Collections	92
	 	 	 
	12.12	Agent in its Individual Capacity	94
	 	 	 
	12.13	Agent Titles	95
	 	 	 
	12.14	Bank Product Providers	95
	 	 	 
	12.15	No Third Party Beneficiaries	95
	 	 	 
	Section 13.	BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS	95
	 	 	 
	13.1	Successors and Assigns	95
	 	 	 
	13.2	Participations	95
	 	 	 
	13.3	Assignments	96



 






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	Section 14.	MISCELLANEOUS	96
	 	 	 
	14.1	Consents, Amendments and Waivers	96
	 	 	 
	14.2	Indemnity	97
	 	 	 
	14.3	Notices and Communications	98
	 	 	 
	14.4	Performance of Borrowers’ Obligations	98
	 	 	 
	14.5	Credit Inquiries	98
	 	 	 
	14.6	Severability	98
	 	 	 
	14.7	Cumulative Effect; Conflict of Terms	98
	 	 	 
	14.8	Counterparts	99
	 	 	 
	14.9	Entire Agreement	99
	 	 	 
	14.10	Relationship with Lenders	99
	 	 	 
	14.11	No Control; No Advisory or Fiduciary Responsibility	99
	 	 	 
	14.12	Confidentiality	100
	 	 	 
	14.13	GOVERNING LAW	100
	 	 	 
	14.14	Consent to Forum	100
	 	 	 
	14.15	Waivers by Obligors	100
	 	 	 
	14.16	Patriot Act Notice	101
	 	 	 
	14.17	Acknowledgement Regarding any Supported QFCs	101
	 	 	 
	Section 15.	GUARANTY OF OBLIGATIONS	102
	 	 	 
	15.1	Guaranty; Limitation of Liability	102
	 	 	 
	15.2	Guaranty Absolute	103
	 	 	 
	15.3	Waivers and Acknowledgments	104
	 	 	 
	15.4	Subrogation	105



 









    -iv- 


     


    




 


LIST OF EXHIBITS AND SCHEDULES


 


Exhibits:


Exhibit ARevolver Note


Exhibit B-1Term Loan Note


Exhibit B-2Capex Loan Note


Exhibit CAssignment and Acceptance


Exhibit DAssignment Notice


 


 


Schedules:


Schedule 1.1Commitments of Lenders


Schedule 1.2Immaterial Subsidiaries


Schedule 7.3.1Owned Real Estate


Schedule 7.4.1Pledged Interests


Schedule 8.3.3Sale on Consignment or Approval


Schedule 8.5Deposit Accounts


Schedule 8.6.1Business Locations


Schedule 9.1.4Names and Capital Structure


Schedule 9.1.11Patents, Trademarks, Copyrights and Licenses


Schedule 9.1.14Environmental Matters


Schedule 9.1.15Restrictive Agreements


Schedule 9.1.16Litigation


Schedule 9.1.18Pension Plans


Schedule 9.1.20Labor Contracts


Schedule 10.2.2Existing Liens


Schedule 10.2.4Approved Incentive Compensation Plan


Schedule 10.2.17 Existing Affiliate Transactions


Schedule 10.2.22Post-Closing Deliveries


  



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SECOND
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


 


This
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of April 5, 2017 (this “Agreement”),
among P&F INDUSTRIES, INC., a Delaware corporation (“P&F”), FLORIDA PNEUMATIC MANUFACTURING
CORPORATION, a Florida corporation (“Florida Pneumatic”), HY-TECH MACHINE, INC., a Delaware corporation
(“Hy-Tech” and together with P&F and Florida Pneumatic, collectively, the “Borrowers” and each,
a “Borrower”), JIFFY AIR TOOL, INC., a Delaware corporation (“Jiffy”), ATSCO HOLDINGS
CORPORATION, a Delaware corporation (“ATSCO”), BONANZA PROPERTIES CORP, a Delaware corporation (“Properties”),
CONTINENTAL TOOL GROUP, INC., a Delaware corporation (“Continental”), COUNTRYWIDE HARDWARE, INC.,
a Delaware corporation (“Countrywide”), EMBASSY INDUSTRIES, INC., a New York corporation (“Embassy”),
EXHAUST TECHNOLOGIES, INC., a Delaware corporation, (“Exhaust”), HY-TECH ILLINOIS, INC.,
a Delaware corporation (“HT-Illinois”), HEISMAN ACQUISITION CORP., a Delaware corporation (“Heisman”,
and together with Jiffy, ATSCO, Properties, Continental, Countrywide and,
Embassy, Exhaust and HT-Illinois, collectively, “Guarantors” and each, a
 “Guarantor”) the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”),
and CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as agent for the Lenders (“Agent”).


 


R
E C I T A L S:


 


A.     A.     Reference
is hereby made to that certain Amended and Restated Loan and Security Agreement, dated as of August 12, 2014 (as amended, restated,
supplemented or otherwise modified prior to the date hereof, the “Existing Agreement”), by and among the Borrowers
and Guarantors party thereto, the Lenders (as defined therein) and the Agent;


 


B.     B.     The
Borrowers, the Lenders and the Administrative Agent have agreed to enter into this Agreement in order to (i) amend and restate the
Existing Agreement in its entirety; (ii) re-evidence the “Obligations” under, and as defined in, the Existing Agreement,
which shall be repayable in accordance with the terms of this Agreement; and (iii) set forth the terms and conditions under which
the existing Loans shall be re-evidenced as Loans (as defined below) owing to the Lenders under this Agreement on a Pro Rata basis;


 


C.     C.     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 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 Agreement and re-evidence the obligations and liabilities of the Obligors outstanding thereunder,
which shall be payable in accordance with the terms hereof; and


 


D.     D.     It
is also the intent of the Borrowers and Guarantors to confirm that all obligations under the Existing Agreement and the “Loan Documents”
(as referred to and defined in the Existing Agreement) shall continue in full force and effect but only as modified and/or restated hereby
and that, from and after the Restatement Effective Date, all references to the “Agreement” contained in any such existing
 “Loan Documents” shall be deemed to refer to this Agreement.


 


NOW,
THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree that the Existing Agreement is hereby amended and restated as follows


 






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NOW,
THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows:


 


Section 1.     DEFINITIONS;
RULES OF CONSTRUCTION


 


1.1       Definitions.
As used herein, the following terms have the meanings set forth below:


 


Account:
as defined in the UCC, including all rights to payment for goods sold or leased, or for services rendered.


 


Account
Debtor: a Person who is obligated under an Account, Chattel Paper or General Intangible.


 


Accounts
Formula Amount: 85% of the Value of Eligible Accounts.


 


Acquisition:
any transaction or series of related transactions resulting in the (a) acquisition of all or substantially all of the Property or
business of any Person, or of any business unit, line of business or division of any Person or Property constituting a business unit,
line of business or division of any other Person, (b) acquisition of in excess of 50% of the Equity Interests of any Person or otherwise
causing a person to become a Subsidiary of the acquiring Person, or (c) merger, consolidation, amalgamation or other combination,
whereby a Person becomes a Subsidiary of the acquiring Person.


 


Additional
Revolver Commitment: during the Temporary Revolver Commitment Increase Period, the additional commitment of each Lender to make Revolver
Loans and participate in LC Obligations up to a maximum principal amount set forth on Schedule 1.1 or as hereafter determined pursuant
to each Assignment and Acceptance to which it is a party.


 


Adjusted
EBITDA: for any period, with respect to the Obligors on a consolidated basis, net income (as that term is determined in accordance
with GAAP) for such period, plus:


 


(a)     (a)     without
duplication and to the extent already deducted (and not added back) in arriving at such consolidated net income, the sum of the following
amounts for such period:


 


		(i)	(i)the amount of depreciation and amortization of
fixed and intangible assets deducted in determining such net income for such period;



 


		(ii)	(ii)all interest expense and all fees for the use
of money or the availability of money, including commitment, facility and like fees and charges upon indebtedness (including Debt to Agent
and Lenders) paid or payable during such period;



 


		(iii)	(iii)all tax liabilities paid or accrued during such
period;



 


		(iv)	(iv)non-cash compensation charges and expenses including,
but limited to, charges and expenses related to the management incentive plans and employee bonus plans (to the extent deducted in determining
net income for such period);



 


		(v)	(v)any non-cash charges related to impairment of
intangible assets;



 


		(vi)	(vi)other non-cash charges including, without limitation
amortization of (x) contingent consideration payable to the Seller of the Jiffy Business with respect to the Jiffy Acquisition, and
(y) non-cash reduction to sales related to advance payments to Home Depot that were made in 2018; and



 






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		(vii)	(vii)transaction fees, costs and expenses in connection
with any Acquisition, not to exceed $350,000.



 


minus     (b)     without
duplication and to the extent included in arriving at such consolidated net income, the following amounts for such period:


 


		(viii)	(i)the amount of all gains realized during such period
upon the sale or other disposition of property or assets that are sold or otherwise disposed of outside the Ordinary Course of Business
and any income for such period attributable to the early extinguishment of Debt;



 


		(ix)	(ii)all other non-cash gains or extraordinary non-recurring
income added in determining consolidated net income.



 


Notwithstanding the above, no more than 10% of
Adjusted EBITDA shall be attributable to Universal. In addition, for the purposes of determining the Adjusted EBITDA of Jiffy for the
Fiscal Quarters ending June 30, 2017, September 30, 2017 and December 31, 2017, Adjusted EBITDA of Jiffy (i) for the
Fiscal Quarter ending June 30, 2017, shall be deemed to equal (x) the actual amount of Adjusted EBITDA of Jiffy for such Fiscal
Quarter, multiplied by (y) 4, (ii) for the Fiscal Quarter ending September 30, 2017, shall be deemed to equal (x) the
sum of the actual amounts of Adjusted EBITDA of Jiffy for such Fiscal Quarter and the Fiscal Quarter ending June 30, 2017, multiplied
by (y) 2, and (iii) for the Fiscal Quarter ending December 31, 2017, shall be deemed to equal (x) the sum of the actual
amounts of Adjusted EBITDA of Jiffy for such Fiscal Quarter and the Fiscal Quarters ending June 30, 2017 and September 30, 2017,
multiplied by (y) 4/3.


 


Adjusted
Term SOFR: for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation, plus (b) the Term
SOFR Adjustment; provided, that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall
be deemed to be the Floor.


 


Affiliate:
with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified. “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 correlative meanings.


 


Agent
Indemnitees: Agent and its officers, directors, employees, Affiliates, agents and attorneys.


 


Agent
Professionals: attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants,
turnaround consultants, and other professionals and experts retained by Agent.


 


Allocable
Amount: as defined in Section 5.11.3.


 


Amendment
No. 5 Closing Date: February 8, 2019.


 


Amendment
No. 10 Closing Date: April 12, 2022.


 






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Anti-Terrorism
Laws: any laws relating to terrorism or money laundering, including OFAC requirements and the Patriot Act.


 


Applicable
Law: all laws, rules, regulations and governmental guidelines applicable to the Person, conduct, transaction, agreement or
matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions,
treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.


 


Applicable
Margin: (a) with respect to Tranche A Term Loans, (i) 0.50% with respect to Base Rate Term Loans and (ii) 1.50%
with respect to LIBORSOFR Term Loans; (b) with
respect to Capex Loans, (i) 0.50% with respect to Base Rate Capex Loans and (ii) 1.50% with respect to LIBORSOFR
Capex Loans; and (c) with respect to Revolver Loans, the margins set forth below, as determined by the Leverage Ratio for the Measurement
Period ending as of the most recently ended Fiscal Quarter:


 


	 
 
Level
	 	 
 
Leverage
                                            Ratio
	 	Base Rate
 Revolver
 Loans
	 	 	LIBORSOFR
 Revolver
 Loans
	 
	I	 	> 2.50 to 1.00	 	 	1.00	%	 	 	2.00	%
	II	 	> 2.00 to 1.00 and < 2.50 to 1.00	 	 	0.75	%	 	 	1.75	%
	III	 	< 2.00 to 1.00	 	 	0.50	%	 	 	1.50	%



 


Until
Agent receives a Compliance Certificate; provided, however, that if the Leverage Ratio
cannot be tested as of any Determination Date (as defined below) due to EBITDA being less than zero for the Fiscal
Quarter ended June 30, 2017applicable test period, then the Applicable Margin shall
be determined as if Level I were applicable until the next succeeding Determination Date. As of the Amendment No. 10 Closing Date,
margins shall be determined as if Level III
were applicable. Thereafter, the margins shall be subject to increase or decrease upon receipt by Agent pursuant to Section 10.1.2
of the financial statements and corresponding Compliance Certificate for the last Fiscal Quarter,
(each such date, a “Determination Date”), which change shall be effective on the
first day of the calendar month following receipt. If, by the first day of a month, any financial statements and Compliance Certificate
due in the preceding month have not been received, then, at the option of Agent or Required Lenders, the margins shall be determined as
if Level I were applicable, from such day until the first day of the calendar month following actual receipt.


 


Approved
Fund: any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in its ordinary course of activities, and is administered or managed by a Lender, an entity that
administers or manages a Lender, or an Affiliate of either.


 


Approved
Guarantor: a Guarantor whose Accounts and/or Inventory have been approved in writing by Agent for inclusion in the Borrowing
baseBase to the extent determined by Agent
to be Eligible Accounts, Eligible In-Transit Inventory or Eligible Inventory, as the case may be. As of the Amendment No. 510
Closing Date, only Jiffy, Hy-Tech Illinois and Heisman shall be an
Approved GuarantorGuarantors.


 


Asset
Disposition: a sale, lease, license, consignment, transfer or other disposition of Property of an Obligor, including a disposition
of Property in connection with a sale-leaseback transaction or synthetic lease.


 






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Assignment
and Acceptance: an assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit C.


 


Availability:
the Borrowing Base minus the principal balance of all Revolver Loans minus the stated amount of all Letters of Credit.


 


Availability
Reserve: the sum (without duplication of any other Reserve or items that are otherwise addressed or excluded through eligibility
criteria) of (a) the Rent and Charges Reserve; (b) the LC Reserve; (c) the Bank Product Reserve; and (d) the aggregate
amount of liabilities at any time (i) secured by Liens upon Collateral that are senior to Agent’s Liens or (ii) for which
Agent and Lenders may be obligated to third parties in connection with this Agreement for which claims may be reasonably expected to be
asserted against the Collateral, Agent or Lenders (but imposition of any such reserve shall not waive an Event of Default arising therefrom).


 


Available
Tenor: as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark
is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period
pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component
thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark,
in each case, 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 Section 3.6.2(d).


 


Bank
Product: any of the following products, services or facilities extended to any Obligor or Subsidiary by a Lender or any of
its Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant
card services; and (d) other banking products or services as may be requested by any Borrower or other Obligor, other than Letters
of Credit.


 


Bank
Product Debt: Debt and other obligations of an Obligor relating to Bank Products.


 


Bank
Product Reserve: the aggregate amount of reserves established by Agent from time to time in its reasonable discretion in respect
of Secured Bank Product Obligations.


 


Bankruptcy
Code: Title 11 of the United States Code.


 


Base
Rate: for any day, a floating interest rate per annum rate
equal to the greatesthighest
of (a) the Prime Rate for such day;,
(b) the annualized rate for 90-day dealer commercial paper which normally appears in sum
of 0.5% per annum and the “Money Rates” section of The Wall Street JournalFederal
Funds Rate; and (c) LIBOR for a 30 day interest period as the
sum of (x) Adjusted Term SOFR calculated for each such day based on an Interest Period of one month determined on
two (2) Business Days prior to such day, plus 1.00
%(y) the excess of the Applicable Margin for the SOFR Loans over the Applicable Margin
for Base Rate Loans, in each instance, as of such day.  Any change in the Base Rate due to a change in any of the foregoing shall
be effective on the effective date of such change in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR for an Interest Period
of one month. provided, that in no event shall the
Base Rate be less than zero.


 


Base
Rate Capex Loan: a Capex Loan that bears interest based on the Base Rate.


 


Base
Rate Loan: any Loan that bears interest based on the Base Rate.


 






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Base
Rate Revolver Loan: a Revolver Loan that bears interest based on the Base Rate.


 


Base
Rate Term Loan: a Term Loan that bears interest based on the Base Rate.


 


Base Rate
Term SOFR Determination Day: as defined in the definition of “Term SOFR”.


 


Benchmark:
initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference
Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to Section 3.6.2.


 


Benchmark
Replacement: with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has
been selected by Agent in consultation with Borrower Agent 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 to the then-current Benchmark for Dollar-denominated syndicated credit
facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would
be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan
Documents.


 


Benchmark
Replacement Adjustment: with respect to any replacement of the then-current Benchmark with an 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 Agent in consultation with Borrower Agent giving due consideration to (a) any selection or recommendation
of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention
for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.


 


Benchmark
Replacement Date: the earliest to occur of the following events with respect to the then-current Benchmark:


 


(a)            in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date
of the public statement or publication of information referenced therein and (ii) 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


 


(b)            in
the case of clause (c) 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 or on behalf of the administrator of such
Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof)
to be no longer representative or not to comply with the International Organization of Securities Commissions (IOSCO) Principles for Financial
Benchmarks; provided, that such non-representativeness or non-compliance will be determined by reference to the most recent statement
or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues
to be provided on such date.


 






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For the avoidance of doubt,
the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) 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: the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(a)            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);


 


(b)            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 Federal Reserve Board, the Federal Reserve Bank of New York, 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), 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


 


(c)            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) or the regulatory supervisor for the administrator of such Benchmark (or such component 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 or do not, or as a specified future date will not, comply with the International Organization of Securities Commissions
(IOSCO) Principles for Financial Benchmarks.


 


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
Transition Start Date: in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement
Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th
day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such
prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).


 


Benchmark
Unavailability Period: the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time,
no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance
with Section 3.6.2 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for
all purposes hereunder and under any Loan Document in accordance with Section 3.6.2.


 






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Beneficial
Owner: without duplication, any Person who, directly or indirectly, through any contract, arrangement, understanding relationship
or otherwise has or shares (a) voting power, which includes the power to vote, or to direct the voting of, such security; and/or
(b) investment power, which includes the power to dispose, or to direct the disposition, of such security.


 


Board
of Governors: the Board of Governors of the Federal Reserve System.


 


Borrowed
Money: with respect to any Obligor, without duplication, its (a) Debt that (i) arises from the lending of money by
any Person to such Obligor, (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues
interest or is a type upon which interest charges are customarily paid (excluding trade payables owing in the Ordinary Course of Business),
or (iv) was issued or assumed as full or partial payment for Property; (b) Capital Leases; (c) reimbursement obligations
with respect to letters of credit; and (d) guaranties of any Debt of the foregoing types owing by another Person.


 


Borrower
Agent: as defined in Section 4.4.


 


Borrowing:
a group of Loans of one Type that are made on the same day or are converted into Loans of one Type on the same day.


 


Borrowing
Base: on any date of determination, an amount equal to the lesser of (a) the aggregate amount of Revolver Commitments,
minus the Availability Reserve, and (b) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount,
, minus the Borrowing Base Reserve.


 


Borrowing
Base Certificate: a certificate, in form and substance satisfactory to Agent, by which Borrowers certify calculation of the
Borrowing Base.


 


Borrowing
Base Reserve: the sum (without duplication of any other Reserve or items that are otherwise addressed or excluded through eligibility
criteria) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve; (c) the LC Reserve; (d) the Bank Product
Reserve; (e) the Dilution Reserve; (f) the aggregate amount of liabilities secured by Liens upon Revolving Credit Collateral
that are senior in priority to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom);
and (g) such additional reserves, in such amounts and with respect to such matters, as Agent in its reasonable credit judgment exercised
in good faith may elect to impose from time to time.


 


Business
Day: any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of,
or are in fact closed in, New York, and if such day relates to a LIBOR Loan, any such day on which dealings
in Dollar deposits are conducted between banks in the London interbank Eurodollar market.


 


Capex
Loan: a term loan made pursuant to Section 2.2B.


 


Capex
Loan Commitment: for any Lender, its obligation to make Capex Loans up to the maximum principal amount shown on Schedule
1.1, or as hereafter determined pursuant to each Assignment and Acceptance to which it is a party.


 






    -8-


     


    

 


Capex
Loan Commitments: means the aggregate amount of such commitments of all Lenders in an aggregate amount up to $2,000,000. As
of the Amendment No. 10 Closing Date, the unused Capex Loan Commitment is $1,600,000.


 


Capex
Loan Note: a promissory note to be executed by Borrowers in favor of a Lender in the form of Exhibit B-2, which
shall be in the amount of such Lender’s Capex Loan Commitment and shall evidence the Capex Loans made by such Lender.


 


Capex
Loan Termination Date: the earliest to occur of (a) the Revolver Termination Date; (b) the date on which Borrowers
terminate the Revolver Commitments pursuant to Section 2.1.4; and (c) the date on which the Capex Loan Commitments are
terminated pursuant to Section 11.2.


 


Capital
Expenditures: without duplication, all liabilities incurred, expenditures made or payments due (whether or not made) by a Borrower
or Subsidiary for the acquisition of any fixed assets, or any improvements, replacements, substitutions or additions thereto with a useful
life of more than one year, including the principal portion of Capital Leases.


 


Capital
Lease: any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.


 


Capital
One: Capital One, National Association, a national banking association, and its successors and assigns.


 


Capital
One Indemnitees: Capital One and its officers, directors, employees, Affiliates, agents and attorneys.


 


Cash
Collateral: cash and Cash Equivalents, and any interest or other income earned thereon, that is delivered to Agent to Cash
Collateralize any Obligations.


 


Cash
Collateral Account: a demand deposit, money market or other account with Agent or an Affiliate of Agent, which account shall
be subject to Agent’s Liens for the benefit of Secured Parties.


 


Cash
Collateralize: the delivery of cash to Agent, as security for the payment of Obligations, in an amount equal to (a) with
respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations
(including Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including all fees
contracted for and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning.


 


Cash
Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit
of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits
and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are
issued by Capital One or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or
better) by S&P or P-1 (or better) by Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset
rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses
(a) and (b) entered into with any bank meeting the qualifications specified in clause (b); (d) commercial paper issued
by Capital One or rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing within nine months of the date of
acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types
of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s
or S&P.


 






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Cash
Management Services: any services provided from time to time by Capital One or any of its Affiliates to any Obligor or Subsidiary
in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse,
e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and
stop payment services.


 


CERCLA:
the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).


 


Change
in Law: the occurrence, after the date hereof, of (a) the adoption or taking effect of any law, rule, regulation or treaty;
(b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental
Authority; or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental
Authority.


 


Change
of Control: (a) P&F ceases to own and control, beneficially and of record, directly or indirectly, all Equity Interests
in all other Obligors (other than Immaterial Subsidiaries); (b) the Horowitz Percentage is less than twenty-five percent (25%); (c) the
current Board of Directors of P&F, or any of them, together with any director approved or nominated by the then majority of the Board
of Directors of P&F, or any of them, does not constitute a majority of the Board of Directors of P&F; (d) all or substantially
all of any Borrower’s or Approved Guarantor’s assets are sold or transferred, other than sale or transfer to another Borrower;
or (e) Richard A. Horowitz at any time ceases to be the chief executive officer of P&F, whether because of death, disability
or otherwise, unless the replacement chief executive officer of P&F appointed by the Board of Directors of P&F within 120 days
is reasonably acceptable to Agent and Required Lenders.


 


Claims:
all liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including
remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the
Obligations, resignation or replacement of Agent, or replacement of any Lender) incurred by or asserted against any Indemnitee in any
way relating to (a) any Loans, Letters of Credit, Loan Documents, or the use thereof or transactions relating thereto, (b) any
action taken or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any
Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or
(e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating
to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether
or not the applicable Indemnitee is a party thereto.


 


Closing
Date: April 5, 2017.


 


Code:
the Internal Revenue Code of 1986.


 


Collateral:
all Property described in Section 7.1, all Property described in any Security Documents as security for any Obligations, and
all other Property that now or hereafter secures (or is intended to secure) any Obligations.


 






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Commitment:
for any Lender, the aggregate amount of such Lender’s Revolver Commitment, Term Loan Commitment and Capex Loan Commitment. “Commitments”
means the aggregate amount of all Revolver Commitments, Term Loan Commitments and Capex Loan Commitments.


 


Commitment
Termination Date: the earliest to occur of (a) the Revolver Termination Date; (b) the date on which Borrowers terminate
the Revolver Commitments pursuant to Section 2.1.4; or (c) the date on which the Revolver Commitments are terminated
pursuant to Section 11.2.


 


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.


 


Compliance
Certificate: a certificate, in form and substance satisfactory to Agent, by which Borrowers (i) certify as to whether
a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any
action taken or proposed to be taken with respect thereto, (ii) set forth reasonably detailed calculations of the Leverage Ratio
and Fixed Charge Coverage Ratio and, to the extent then applicable, certify compliance with the provisions of Section 10.3
and (iii) calculate the applicable Level for the Applicable Margin.


 


Conforming
Changes: with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation
of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base
Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the
definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”),
timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation
notices, the applicability and length of lookback periods, the applicability of Section 3.6.2 and other technical, administrative
or operational matters) that Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit
the use and administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption
of any portion of such market practice is not administratively feasible or if Agent determines that no market practice for the administration
of any such rate exists, in such other manner of administration as Agent decides is reasonably necessary in connection with the administration
of this Agreement and the other Loan Documents).


 


Contingent
Obligation: any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any
Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”)
in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making
or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of
nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor,
(ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity
capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability
of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation
against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the
primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent
Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.


 






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Countrywide
Lease: that certain lease agreement dated as of April 29, 2010 by and between Countrywide, as landlord, and Purification
Technologies, Inc., as tenant, as heretofore modified, supplemented or amended.


 


CWA:
the Clean Water Act (33 U.S.C. §§ 1251 et seq.).


 


Debt:
as applied to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance
with GAAP, including Capital Leases, but excluding accrued expenses and trade payables incurred and being paid in the Ordinary Course
of Business; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for
the account of such Person; and (d) in the case of an Obligor, the Obligations. The Debt of a Person shall include any recourse Debt
of any partnership in which such Person is a general partner or joint venturer (other than the discontinued operations of WMC).


 


Default:
an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.


 


Default
Rate: for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate
otherwise applicable thereto.


 


Defaulting
Lender: any Lender that (a) fails to make any payment or provide funds to Agent or any Borrower as required hereunder
or fails otherwise to perform its obligations under any Loan Document, and such failure is not cured within one Business Day, (b) has
notified a Borrower, Agent or any Lender that it does not intend to comply with its funding obligations or has made a public statement
to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has
failed, within three Business Days after request by Agent, to confirm in a manner satisfactory to Agent that it will comply with its funding
obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of an Insolvency Proceeding,
(ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent
to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely
by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a
Governmental Authority.


  


Deposit
Account Control Agreements: the Deposit Account control agreements to be executed by each institution maintaining a Deposit
Account (including the Dominion Account) for an Obligor, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.


 


Derivative
Security: the right to become the Beneficial Owner of any Equity Interest, including any right to acquire such Equity Interest
(a) through the exercise of any option, warrant or right or similar arrangement; (b) through the conversion of a security or
similar arrangement; (c) pursuant to the power to revoke a trust, discretionary account or similar arrangement; or (d) pursuant
to the automatic termination of a trust, discretionary account or similar arrangement.


 


Designated
Jurisdiction: any country or territory that is the subject of any Sanction.


 


Dilution
Percent: the percent, determined for Borrowers’ most recent Fiscal Quarter, equal to (a) bad debt write-downs or
write-offs, discounts, returns, promotions, credits, credit memos and other dilutive items with respect to Accounts, divided by
(b) gross sales.


 






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Dilution
Reserve: at any date of determination, the percentage amount by which the Dilution Percent exceeds 5% (rounded up to the nearest
whole number) times the amount of Eligible Accounts.


 


Distribution:
any declaration or payment of a distribution, interest or dividend on any Equity Interest of an Obligor (other than payment-in-kind);
any distribution, loan, management fee, advance or repayment of Debt to a holder of Equity Interests of an Obligor or of an Affiliate
of an Obligor; or any purchase, redemption, or other acquisition or retirement for value of any Equity Interest of an Obligor or an Affiliate
of an Obligor.


 


Dividend:
as defined in Section 7.4.3.


 


Dollars:
lawful money of the United States.


 


Dominion
Account: a special account established by Borrowers and (to the extent owning Accounts) Guarantors at Capital One, over which
Agent has exclusive control for withdrawal purposes.


 


Eligible
Account: an Account owing to a Borrower or Approved Guarantor that arises in the Ordinary Course of Business from the sale
of goods, is payable in Dollars and is deemed by Agent, in its reasonable discretion, to be an Eligible Account. Without limiting the
foregoing, no Account shall be an Eligible Account if (a)(i) with respect to Accounts from the Boeing Company, it is unpaid for more
than 30 days after the original due date, or more than 120 days after the original invoice date and (ii) with respect to all other
Accounts, it is unpaid for more than 60 days after the original due date; (b) Accounts representing 50% or more of all amounts owing
by the Account Debtor thereon are not Eligible Accounts under the foregoing clause; (c) when aggregated with other Accounts owing
by the Account Debtor, (i) with respect to Accounts from The Home Depot, Inc., it exceeds (A) so long as The Home Depot, Inc.
is rated BBB- (or better) by S&P, 45% of the aggregate Eligible Accounts, (B) so long as The Home Depot, Inc. is rated BB+
by S&P, 25% of the aggregate Eligible Accounts, and (C) so long as The Home Depot, Inc. is rated BB- (or lower) by S&P,
20% of the aggregate Eligible Accounts, and (ii) with respect to all other Accounts, 20% of the aggregate Eligible Accounts (or such
higher percentage as Agent may establish for the Account Debtor from time to time); (d) it does not conform with a covenant or representation
herein; (e) it is owing by a creditor or supplier, or is otherwise subject to an offset, counterclaim, dispute, deduction, discount,
recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof); (f) an
Insolvency Proceeding has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing
business, is liquidating, dissolving or winding up its affairs, is not Solvent, or is subject to Sanctions or any specially designated
nationals list maintained by OFAC; or such Borrower or such Guarantor (as applicable) is not able to bring suit or enforce remedies against
the Account Debtor through judicial process; (g) the Account Debtor is organized or has its principal offices or assets outside the
United States or Canada; (h) it is owing by a Government Authority, unless the Account Debtor is the United States or any department,
agency or instrumentality thereof and the Account has been assigned to Agent in compliance with the Assignment of Claims Act; (i) it
is not subject to a duly perfected, first priority Lien in favor of Agent, or is subject to any other Lien except Permitted Liens permitted
by Section 10.2.2(c); (j) the goods giving rise to it have not been delivered to and accepted by the Account Debtor,
the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final sale; (k) it
is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (l) its payment has been extended, the
Account Debtor has made a partial payment, or it arises from a sale on a cash-on-delivery basis; (m) it arises from a sale to an
Affiliate, from a sale on a bill-and-hold, guaranteed sale, sale or return, sale on approval, consignment, or other repurchase or return
basis, or from a (direct) sale to a Person for personal, family or household purposes; (n) it represents a progress billing or retainage,
or relates to services for which a performance, surety or completion bond or similar assurance has been issued; or (o) it includes
a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof. In calculating delinquent portions
of Accounts under clauses (a) and (b), credit balances more than 90 days old will be excluded.


 






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Eligible
Assignee: a Person that is (a) a Lender, U.S.-based Affiliate of a Lender or Approved Fund; (b) any other financial
institution approved by Agent and Borrower Agent (which approval by Borrower Agent shall not be unreasonably withheld or delayed, and
shall be deemed given if no objection is made within five Business Days after notice of the proposed assignment), that is organized under
the laws of the United States or any state or district thereof, has total assets in excess of $5 billion, extends asset-based lending
facilities in its ordinary course of business and whose becoming an assignee would not constitute a prohibited transaction under Section 4975
of the Code or any other Applicable Law; and (c) during any Event of Default, any Person acceptable to Agent in its discretion. None
of the Obligors or any Affiliates of any Obligor shall be Eligible Assignees.


 


Eligible
In-Transit Inventory: Inventory owned by a Borrower or Approved Guarantor that would be Eligible Inventory if it were not subject
to a Document and in transit from a foreign location to a location of such Borrower or such Guarantor within the United States, with respect
to which such Borrower or such Guarantor maintains accurate and complete accounting and other records in form satisfactory to Agent and
that Agent, in its reasonable discretion, deems to be Eligible In-Transit Inventory. Without limiting the foregoing, no Inventory shall
be Eligible In-Transit Inventory unless it (a) is subject to a Document showing Agent (or, with the consent of Agent, another Person
acceptable to Agent) as consignee, which Document is in the possession of Agent or such other Person as Agent shall approve; (b) is
fully insured in a manner satisfactory to Agent; (c) has been identified to the applicable sales contract and title has passed to
such Borrower such Guarantor; (d) is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery,
claim any reservation of title or otherwise assert Lien rights against the Inventory, or with respect to whom any Borrower or Guarantor
is in default of any obligations; (e) is subject to purchase orders and other sale documentation satisfactory to Agent; (f) is
shipped by a common carrier that is not affiliated with the vendor and is not subject to Sanctions or any specially designated nationals
list maintained by OFAC; and (g) is being handled by a customs broker, freight-forwarder or other handler that has delivered a Lien
Waiver.


 


Eligible
Inventory: Inventory that is owned by a Borrower or Approved Guarantor and that Agent, in its reasonable discretion, deems
to be Eligible Inventory. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is finished goods
or raw materials, and not work-in-process, packaging or shipping materials, labels, samples, display items, bags, replacement parts or
manufacturing supplies; (b) is not held on consignment, nor subject to any deposit or downpayment; (c) is in new and saleable
condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving, obsolete or unmerchantable,
and does not constitute returned or repossessed goods; (e) meets all standards imposed by any Governmental Authority, has not been
acquired from an entity subject to Sanctions or any specially designated nationals list maintained by OFAC, and does not constitute hazardous
materials under any Environmental Law; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s
duly perfected, first priority Lien, and no other Lien; (h) is within the continental United States, is not in transit except between
locations of Borrowers or an Approved Guarantor, and is not consigned to any Person; (i) is not subject to any warehouse receipt
or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s, such Guarantor’s
or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver; (k) is not located on
leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless
the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; and (l) is
reflected in the details of a current perpetual inventory report.


 






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Enforcement
Action: any action to enforce any Obligations or Loan Documents or to exercise any rights or remedies relating to any Collateral
(whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, exercise of any right to vote
or act in an Obligor’s Insolvency Proceeding, or otherwise).


 


Environmental
Agreement: each agreement of Obligors with respect to any Real Estate subject to a Mortgage, pursuant to which Obligors agree
to indemnify and hold harmless Agent and Lenders from liability under any Environmental Laws.


 


Environmental
Laws: all Applicable Laws (including all programs, permits and guidance promulgated by regulatory agencies), relating to public
health (but excluding occupational safety and health, to the extent regulated by OSHA) or the protection or pollution of the environment,
including CERCLA, RCRA and CWA.


 


Environmental
Notice: a notice (whether written or oral) from any Governmental Authority or other Person of any possible noncompliance with,
investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with
respect to any Environmental Release, environmental pollution or hazardous materials, including any complaint, summons, citation, order,
claim, demand or request for correction, remediation or otherwise.


 


Environmental
Release: a release as defined in CERCLA or under any other Environmental Law.


 


Equity
Interest: the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited,
limited liability or joint venture); (c) member in a limited liability company; or (d) other Person having any other form of
equity security or ownership interest, including any Derivative Securities.


 


ERISA:
the Employee Retirement Income Security Act of 1974.


 


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


 


ERISA
Event: (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any Obligor or ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”
(as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination
under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer
Plan; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any Obligor or ERISA Affiliate fails to
meet any funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (g) any
event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any Pension Plan; (h) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered
or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (i) the
imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon any Obligor or ERISA Affiliate.


 






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Erroneous
Payment: as defined in Section 12.11.4(a).


 


Payment
Notice: as defined in Section 12.11.4(b).


 


Payment
Recipient: as defined in Section 12.11.4(a).


 


Event
of Default: as defined in Section 11.


 


Excluded
Hedge Obligation: with respect to an Obligor, each Hedge Obligation as to which, and only to the extent that, such Obligor's
guaranty of or grant of a Lien as security for such Hedge Obligation is or becomes illegal under the Commodity Exchange Act because the
Obligor does not constitute an "eligible contract participant" as defined in the act (determined after giving effect to any
keepwell, support or other agreement for the benefit of such Obligor and all guarantees of Hedge Obligations by other Obligors) when such
guaranty or grant of Lien becomes effective with respect to the Hedge Obligation. If a Hedging Agreement governs more than one Hedge Obligation,
only the Hedge Obligation(s) or portions thereof described in the foregoing sentence shall be Excluded Hedge Obligation(s) for
the applicable Obligor.


 


Excluded
Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of
any Obligation, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on
it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located;
(b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower
Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed
to comply with Section 5.10; (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required
pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable
to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except
to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from Obligors with respect to such withholding tax; and (e) taxes imposed on it by reason
of Section 1471 or 1472 of the Code.


 


Existing
Agreement: as defined in Recital A.


 


Existing
Capex Loans: as defined in Section 2.2B.


 


Existing
Term Loans: as defined in Section 2.2.1.


 


Extraordinary
Expenses: all costs, expenses or advances that Agent may incur during a Default or Event of Default, or during the pendency
of an Insolvency Proceeding of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair,
appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon
any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Obligor,
any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection,
priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including
any lender liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of Agent in, or the monitoring
of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any
Enforcement Action; (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect
to any Loan Documents or Obligations; and (g) Protective Advances. Such costs, expenses and advances include transfer fees, Other
Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees
and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to
employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses.


 






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Facility
Guaranty: as defined in Section 15.1.


 


Family
Trust: in respect of any individual, any trust for the exclusive benefit of such individual, his/her spouse and lineal descendants,
so long as such individual has the exclusive right to control such trust.


 


FASB
ASC: the Accounting Standards Codification of the Financial Accounting Standards Board.


 


Federal
Funds Rate: (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day
is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is
published on the next Business Day, the average rate (rounded up, if necessary, to the nearest 1/8 of 1%) charged to Capital One on the
applicable day on such transactions, as determined by Agent.


 


Fidelity
Transaction: the repurchase, redemption or retirement for value of approximately 390,000 shares of P&F stock held by FMC,
LLC and/or its affiliates solely for cash consideration of up to $3,100,000.


 


Fiscal
Quarter: each period of three months, commencing on the first day of a Fiscal Year.


 


Fiscal
Year: the fiscal year of P&F and its Subsidiaries for accounting and tax purposes, ending on December 31 of each year.


 


Fitch:
Fitch Ratings Ltd., a division of Fitch, Inc., and its successors.


 


Fixed
Charge Coverage Ratio: the ratio, determined on a consolidated basis for P&F and its Subsidiaries for the most recent Measurement
Period, of (a) Adjusted EBITDA minus Capital Expenditures (except those financed with Borrowed Money other than Revolver Loans)
and cash taxes paid (excluding any cash taxes paid in connection with the sale of certain real property in June 2019 previously owned
by Florida Pneumatic and located in Jupiter, Palm Beach County, Florida), to (b) Fixed Charges.


 


Fixed
Charges: the sum of interest expense (other than payment-in-kind), principal payments made on Borrowed Money (other than prepayments
of Revolver Loans pursuant to Section 5.2 to the extent the Revolver Commitments are not permanently reduced by a corresponding
amount pursuant to Section 2.1.4 ) and Distributions made (but excluding the Fidelity Transaction); provided that,
for the applicable Measurement Periods, Fixed Charges shall be reduced by up to $750,000 in cash payments received by P&F in the 2018
Fiscal Year from the exercise by officers and directors of options to purchase P&F stock.


 






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Floor:
means 0.00% per annum.


 


FLSA:
the Fair Labor Standards Act of 1938.


 


Foreign
Lender: any Lender that is organized under the laws of a jurisdiction other than the laws of the United States, or any state
or district thereof.


 


Foreign
Plan: any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not
subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Obligor
or Subsidiary.


 


Foreign
Subsidiary: a Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code, such that
a guaranty by such Subsidiary of the Obligations or a Lien on the assets of such Subsidiary to secure the Obligations would result in
material tax liability to Borrowers.


 


Full
Payment: with respect to any Obligations or Guaranteed Obligations, (a) the full and indefeasible cash payment thereof,
including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); (b) if
such Obligations or Guaranteed Obligations are LC Obligations or inchoate or contingent in nature, Cash Collateralization thereof (or
delivery of a standby letter of credit acceptable to Agent in its discretion, in the amount of required Cash Collateral); and (c) a
release of any Claims of Obligors against Agent, Lenders and Issuing Bank arising on or before the payment date. No Loans shall be deemed
to have been paid in full until all Commitments related to such Loans have expired or been terminated.


 


GAAP:
generally accepted accounting principles in effect in the United States from time to time.


 


Governmental
Approvals: all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required
reports to, all Governmental Authorities.


 


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


 


Guaranteed
Obligations: as defined in Section 15.1.


 


Guarantor
Payment: as defined in Section 5.11.3.


 


Guarantors:
as defined in the first paragraph of this Agreement together with each other Person who guarantees payment or performance of any Obligations.


 


Guaranty:
each guaranty agreement, including the guaranties set forth in Section 15, now or hereafter executed by a Guarantor in favor
of Agent.


 


Hedging
Agreement: an agreement relating to any swap, cap, floor, collar, option, forward, cross right or obligation, or combination
thereof or similar transaction, with respect to interest rate, foreign exchange, currency, commodity, credit or equity risk.


 






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Hedge
Obligations: means with respect to any 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.


 


Horowitz
Family: any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, sister-in-law, cousin, niece or nephew, including adoptive relationships.


 


Horowitz
Group: Richard A. Horowitz, the Horowitz Family and any Family Trust, and all Affiliates Controlled by any of the foregoing
(the terms “Affiliate” and “Control” for purposes of this definition only having the meaning ascribed to such
terms in Rule 405 promulgated by the U.S. Securities and Exchange Commission).


 


Horowitz
Percentage: (a) the sum of all Equity Interests of P&F (including all Derivative Securities) Beneficially Owned by
one or more members of the Horowitz Group divided by (b) the sum of all issued and outstanding Equity Interests of P&F (including
all Derivative Securities).


 


Immaterial
Subsidiary: each Subsidiary of P&F that has been designated by the Borrower Agent in writing to Agent as a “Designated
Immaterial Subsidiary” for purposes of this Agreement and the other Loan Documents; provided that at no time shall (a) the
total assets of all Immaterial Subsidiaries as of the end of the most recent Fiscal Quarter for which financial statements have been delivered
pursuant to Section 10.1.2 equal or exceed $250,000; (b) any Immaterial Subsidiary own assets included in the Borrowing
Base or any Intellectual Property that is material or material to the business of the Borrowers; or (c) the gross revenues of all
Immaterial Subsidiaries (including any Immaterial Subsidiaries dissolved, liquidated or otherwise disposed of during any Measurement Period)
for any Measurement Period equal or exceed $250,000, in each case, as determined in accordance with GAAP; provided further, however,
that (i) an intercompany receivable owing to Embassy from P&F of approximately $5,000,000 shall not be considered an “asset”
for purposes hereof so long as such intercompany receivable is not transferred or encumbered (except among Obligors) and if so requested
by Agent, such intercompany payable shall be represented by a note and pledged to Agent pursuant to documentation reasonably satisfactory
to Agent; (ii) notes payable to Woodmark and Pacific from WMC in the approximate amount of $7,339,648.78 shall not be considered
 “assets” for purposes hereof so long as the realizable value thereof as reasonably determined by Borrower Agent is less than
$250,000 (and if at any time greater, notice thereof will be given promptly to Agent) and if so requested by Agent, such notes shall be
pledged to Agent pursuant to documentation reasonably satisfactory to Agent; and (iii) the Equity Interest of WMC held by Woodmark
and Pacific shall not be considered “assets” for purposes hereof so long as the value reasonably attributed thereto by Borrower
Agent is less than $250,000 (and if at any time greater, notice thereof will be given promptly to Agent) and if so requested by Agent,
such Equity Interests shall be pledged to Agent pursuant to documentation reasonably satisfactory to Agent; and provided further
that in no event shall any Subsidiary be designated a “Designated Immaterial Subsidiary” by the Borrower Agent at any time
an Event of Default exists. Notwithstanding the foregoing, no Approved Guarantor nor any Subsidiary that owns Accounts or Inventory included
in the Borrowing Base (whether or not “eligible”) may be designated or be an Immaterial Subsidiary. As of the Closing Date,
the Subsidiaries specified on Schedule 1.2 are the only Subsidiaries designated by the Borrower Agent as Immaterial Subsidiaries for purposes
of this Agreement and the other Loan Documents.


 


Indemnified
Taxes: Taxes other than Excluded Taxes.


 


Indemnitees:
Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Capital One Indemnitees.


 






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Insolvency
Proceeding: any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement
of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt
adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person
or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.


 


Intellectual
Property: all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights, trademarks,
service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases;
all embodiments or fixations thereof and all related documentation, applications, registrations and franchises; all licenses or other
rights to use any of the foregoing; and all books and records relating to the foregoing.


 


Intellectual
Property Claim: any claim or assertion (whether in writing, by suit or otherwise) that an Obligor’s or Subsidiary’s
ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another
Person’s Intellectual Property.


 


Interest
Period: as defined in Section 3.1.3.


 


Inventory:
as defined in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials,
and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping,
advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in a Borrower’s or Approved Guarantor’s
business (but excluding Equipment).


 


Inventory
Formula Amount: the least of (i) except during the Temporary Revolver Commitment Increase
Period, 10,000,000; (ii) 60% of the Value of Eligible Inventory (including Eligible In-Transit Inventory); and (iii) 85%
of the NOLV Percentage of the Value of Eligible Inventory; provided, however, that the Inventory Formula Amount attributable
to Eligible In-Transit Inventory shall not exceed $2,500,000.


 


Inventory
Reserve: reserves established by Agent to reflect factors that may negatively impact the Value of Inventory, including change
in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.


 


Investment:
any acquisition of all or substantially all assets of a Person; any acquisition of record or beneficial ownership of any Equity Interests
of a Person; or any loan, advance or capital contribution to or other investment in a Person.


 


IRS:
the United States Internal Revenue Service.


 


Issuing
Bank: Capital One or any Affiliate of Capital One, or any replacement appointed pursuant to Section 2.3.4.


 


Issuing
Bank Indemnitees: Issuing Bank and its officers, directors, employees, Affiliates, agents and attorneys.


 


Jiffy
Acquisition: the Acquisition (i) of all or substantially all of the assets of Jiffy Air Tool, Inc., a Nevada corporation,
other than the Nevada Real Estate, pursuant to the Jiffy Purchase Agreement for a purchase price of $5,950,000, to be adjusted by a potential
two-year earn-out (with a maximum amount not expected to exceed $1,000,000 ) and a working capital adjustment and (ii) by Properties
of the Nevada Real Estate pursuant to a customary real property sale and purchase agreement for a purchase price of $1,050,000.


 






    -20-


     


    

 



 


Jiffy
Purchase Agreement: the Asset Purchase Agreement dated as of April 5, 2017, with respect to the Jiffy Acquisition.


 


LC
Application: an application by Borrower Agent to Issuing Bank for issuance of a Letter of Credit, in form and substance satisfactory
to Issuing Bank.


 


LC
Conditions: the following conditions necessary for issuance of a Letter of Credit: (a) each of the conditions set forth
in Section 6; (b) after giving effect to such issuance, (i) total LC Obligations does not exceed the Letter of Credit
Subline, and (ii) the sum of the outstanding principal balance of Revolving Loans plus the stated amount of all Letters of Credit
do not exceed the Borrowing Base; (c) the expiration date of such Letter of Credit is (i) no more than 365 days from issuance
(subject to any automatic renewal provisions in the case of “evergreen” letters of credit), in the case of standby Letters
of Credit, (ii) no more than 120 days from issuance, in the case of documentary Letters of Credit, and (iii) at least 20 Business
Days prior to the Revolver Termination Date; (d) the Letter of Credit and payments thereunder are denominated in Dollars; and (e) the
purpose and form of the proposed Letter of Credit is satisfactory to Lender in its reasonable discretion.


 


LC
Documents: all documents, instruments and agreements (including LC Requests and LC Applications) delivered by Borrowers or
any other Person to Issuing Bank or Agent in connection with issuance, amendment or renewal of, or payment under, any Letter of Credit.


 


LC
Obligations: the sum (without duplication) of (a) all amounts owing by Borrowers for any drawings under Letters of Credit;
(b) the undrawn amount of all outstanding Letters of Credit; and (c) all fees and other amounts owing with respect to Letters
of Credit.


 


LC
Request: a request for issuance of a Letter of Credit, to be provided by Borrower Agent to Issuing Bank, in form satisfactory
to Agent and Issuing Bank.


 


LC
Reserve: the aggregate of all LC Obligations, other than (a) those that have been Cash Collateralized; and (b) if
no Default or Event of Default exists, those constituting charges owing to the Issuing Bank.


 


Lender
Indemnitees: Lenders and their officers, directors, employees, Affiliates, agents and attorneys.


 


Lenders:
as defined in the preamble to this Agreement, including Agent in its capacity as a provider of Swingline Loans and any other Person who
hereafter becomes a “Lender” pursuant to an Assignment and Acceptance.


 


Lending
Office: the office designated as such by the applicable Lender at the time it becomes party to this Agreement or thereafter
by notice to Agent and Borrower Agent.


 


Letter
of Credit: any standby or documentary letter of credit issued by Issuing Bank for the account of a Borrower or Approved Guarantor,
or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by Agent or Issuing Bank for the
benefit of an Obligor.


 


Letter
of Credit Subline: $5,000,000.


 






    	 	-21-	 



     


    

 


Leverage
Ratio: the ratio, determined as of the end of any Measurement Period, of (a) Borrowed Money (other than Contingent Obligations)
of P&F and its Subsidiaries as of the last day of such Measurement Period, to (b) Adjusted EBITDA for such Measurement Period.


 


LIBOR:
for any Interest Period with respect to a LIBOR Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”)
or successor rate (or if not available, a reasonably comparable rate approved by the Agent), as published on the applicable Bloomberg
screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits
(for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided
that to the extent a comparable or successor rate is approved by the Agent in connection herewith, the approved rate shall be
applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively
feasible for the Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Agent; and provided
further, that in no event shall LIBOR be less than zero.


 


LIBOR
Capex Loan: a Capex Loan that bears interest based on LIBOR.


 


LIBOR
Loan: each set of LIBOR Revolver Loans, LIBOR Term Loans or LIBOR Capex Loans having a common length and commencement
of Interest Period.


 


LIBOR
Revolver Loan: a Revolver Loan that bears interest based on LIBOR.


 


LIBOR
Term Loan: a Term Loan that bears interest based on LIBOR.


 


License:
any license or agreement under which an Obligor is authorized to use Intellectual Property in connection with any manufacture, marketing,
distribution or disposition of Collateral, any use of Property or any other conduct of its business.


 


Licensor:
any Person from whom an Obligor obtains the right to use any Intellectual Property.


 


Lien:
any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on
common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions,
encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting
Property.


 


Lien
Waiver: an agreement, in form and substance satisfactory to Agent, by which (a) for any material Collateral located on
leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the
premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a
warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the
Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral
to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien,
waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for
any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such
Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the
Intellectual Property, whether or not a default exists under any applicable License.


 






    	 	-22-	 



     


    

 


Loan:
a Revolver Loan, Term Loan or Capex Loan.


 


Loan
Account: the loan account established by each Lender on its books pursuant to Section 5.8.


 


Loan
Documents: this Agreement, Other Agreements and Security Documents.


 


Loan
Year: each 12 month period commencing on December 19, 2013 and on each annual anniversary thereof.


 


London
Banking Day: any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign
currency deposits) in London, England.


 


Margin
Stock: as defined in Regulation U of the Board of Governors.


 


Material
Adverse Effect: the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances,
(a) has or could be reasonably expected to have a material adverse effect on the business, operations, Properties, prospects or condition
(financial or otherwise) of any Borrower or of the Obligors, taken as a whole, on the value of any material Collateral, on the enforceability
of any Loan Documents, or on the validity or priority of Agent’s Liens on any Collateral; (b) impairs the ability of any Borrower
or of the Obligors, taken as a whole, to perform any obligations under the Loan Documents, including repayment of any Obligations; or
(c) otherwise impairs the ability of Agent or any Lender to enforce or collect any Obligations or to realize upon any Collateral
in any material respect.


 


Material
Contract: any agreement or arrangement to which a Borrower or Subsidiary is party (other than the Loan Documents) (a) that
is deemed to be a material contract under any securities law applicable to such Obligor, including the Securities Act of 1933; (b) for
which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect; or (c) that
relates to Subordinated Debt, or Debt in an aggregate amount of $100,000 or more.


 


Material Subsidiary: Any Subsidiary
that is an Obligor, other than an Immaterial Subsidiary.


 


Measurement
Period: (i) at any date of determination during a Reporting Trigger Period, the most recently completed twelve (12) fiscal
month period of P&F and its Subsidiaries or (ii) at any other date of determination, the most recently completed four (4) Fiscal
Quarter period of P&F and its Subsidiaries.


 


Moody’s:
Moody’s Investors Service, Inc., and its successors.


 


Mortgage:
each mortgage, deed of trust or deed to secure debt (in each case, as amended, modified, supplemented or restated) pursuant to which an
Obligor grants to Agent, for the benefit of Secured Parties, Liens upon the Real Estate owned by such Obligor, as security for the Obligations.


 


Multiemployer
Plan: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Obligor or ERISA
Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.


 


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


 






    	 	-23-	 



     


    

 


Net
Proceeds: with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received
by a Borrower or Subsidiary in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred
in connection therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Debt secured by a Permitted
Lien senior to Agent’s Liens on Collateral sold; (c) transfer or similar taxes; and (d) reserves for indemnities, until
such reserves are no longer needed.


 


Nevada
Real Estate: the real property located at 2254 Conestoga Drive, Carson City, Nevada and owned by Jiffy Air Tool, Inc.
and set forth on Schedule 7.3.1.


 


NOLV:
the net orderly liquidation value expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net
of all liquidation expenses, as determined from the most recent appraisal performed by an appraiser and on terms satisfactory to Agent


 


NOLV
Percentage: the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at an orderly,
negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal
of Borrowers’ and Approved Guarantors’ Inventory performed by an appraiser and on terms satisfactory to Agent.


 


Notes:
each Revolver Note, Term Note, Capex Loan Note or other promissory note executed by an Obligor to evidence any Obligations.


 


Notice
of Borrowing: a Notice of Borrowing to be provided by Borrower Agent to request a Borrowing of Revolver Loans, in form satisfactory
to Agent.


 


Notice
of Conversion/Continuation: a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or
continuation of any Loans as LIBORSOFR Loans,
in form satisfactory to Agent.


 


Noticed
Hedge: Secured Bank Product Obligations arising under a Hedging Agreement.


 


Obligations:
all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to
Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of
Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations, and (g) other
Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising,
whether evidenced by a note or other writing, including interest, fees and expenses accruing or incurred after the commencement of an
Insolvency Proceeding whether allowed or allowable in any Insolvency Proceeding, whether arising from an extension of credit, issuance
of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent,
due or to become due, primary or secondary, or joint or several, provided that the Obligations shall exclude any Excluded Hedge
Obligations.


 


Obligor:
each Borrower, Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on
its assets to secure any Obligations.


 


Operating
Account: the operating/disbursement account established by Obligors at Capital One.


 


OFAC:
Office of Foreign Assets Control of the U.S. Treasury Department.


 






    	 	-24-	 



     


    

 


Ordinary
Course of Business: the ordinary course of business of any Borrower or Subsidiary, consistent with past practices and undertaken
in good faith and with respect to compensation, which will include, without limitation, actions contemplated by any existing plan or agreement
or any plan or agreement approved by the Borrower Agent’s Board of Directors (or committee thereof) and such Board’s independent
compensation consultant reasonably satisfactory to Agent.


 


Organic
Documents: with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization,
limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership,
certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.


 


OSHA:
the Occupational Safety and Hazard Act of 1970.


 


Other
Agreements: each Note; Guaranty; LC Document; Commitment Letter; Lien Waiver; Real Estate Related Document; Borrowing Base
Certificate, Compliance Certificate, financial statement or report delivered hereunder; or other document, instrument or agreement (other
than this Agreement or a Security Document) now or hereafter delivered by an Obligor or other Person to Agent or a Lender in connection
with any transactions relating hereto; provided that, for the avoidance of doubt, “Other Agreements” shall not include
any Hedging Agreements or other agreements executed in connection with Bank Product Obligations.


 


Other
Taxes: all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising
from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.


 


Overadvance:
as defined in Section 2.1.5.


 


Overadvance
Loan: a Base Rate Revolver Loan made when an Overadvance exists or is caused by the funding thereof.


 


Overdraft
Facility: the overdraft facility between Universal, as borrower, and National Westminster Bank Plc, as lender (or another lender
from time to time acceptable to Agent) entered into on or about August 12, 2014, as may be amended from time to time.


 


Patent
Security Agreement: each trademark security agreement pursuant to which an Obligor grants to Agent, for the benefit of Secured
Parties, a Lien on such Obligor’s interests in patents, as security for the Obligations.


 


Participant:
as defined in Section 13.2.


 


Patriot
Act: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).


 


Payment
Account: the Agent’s account at Capital One to which all payments on account of the Obligations are to made or transferred
from the Dominion Account, as designated by the Agent.


 






    	 	-25-	 



     


    

 


Payment
Conditions: with respect to any Distribution in the form of the redemption or repurchase of Equity Interests of P&F, or
Distributions to the holders of the Equity Interests of P&F (each, a “Specified Distribution”), the satisfaction
of the following conditions:


 


(a)            (a)            as
of the date of any such Specified Distribution and immediately after giving pro forma effect thereto, no Default or Event of Default has
occurred and is continuing;


 


(b)            (b)            either


 


		(i)	(i) Availability (after giving pro forma effect
to such Specified Distribution) during the thirty (30) consecutive day period ending on and including the date of such Specified Distribution
shall be not less than 25% of the Revolver Commitments, or



 


		(ii)	(ii) (A) Availability (after giving pro forma
effect to such Specified Distribution) during the thirty (30) consecutive day period ending on and including the date of such Specified
Distribution shall be not less than 17.5% of the Revolver Commitments, and (B) the Fixed Charge Coverage Ratio as of the end of the
most recently ended Measurement Period prior to the making of such Specified Distribution, calculated on a pro forma basis as if such
Specified Distribution were made on the last day of such Measurement Period, shall be equal to or greater than 1.10 to 1.00; and



 


(c)            (c)            Agent
shall have received a certificate of a Senior Officer certifying as to compliance with the preceding clauses and demonstrating (in reasonable
detail) the calculations required thereby.


 


Payment
Item: each check, draft or other item of payment payable to a Obligor, including those constituting proceeds of any Collateral.


 


PBGC:
the Pension Benefit Guaranty Corporation.


 


Pension
Act: the Pension Protection Act of 2006.


 


Pension
Funding Rules: the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412
of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432
and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


 


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


 


Periodic
Term SOFR Determination Day: as defined in the definition of “Term SOFR”.


 






    	 	-26-	 



     


    

 


Permitted
Acquisition: each Acquisition with respect to which: (a) the Obligors and any such newly created or acquired Subsidiary
shall comply with the requirements of Section 10.1.9; (b) the lines of business of the Person to be (or the property
and assets of which are to be) so purchased or otherwise acquired shall be a business permitted by Section 10.2.16; (c) such
Acquisition shall be approved by the board of directors of the Person (or, if such Person is not a corporation, a similar or appropriate
governing body) which is the subject of such Acquisition and such Person does not otherwise oppose such Acquisition; (d) the aggregate
consideration paid or payable for all such Acquisitions (including any purchase price adjustment, earn-out provision, payments in respect
of non-competition or consulting agreements or deferred compensation agreements but excluding any Debt that is in existence when such
Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Guarantor as long as such Debt was not incurred
in contemplation of such Acquisition) shall not exceed $1,000,000 per Fiscal Year; (e) immediately before (including, on a pro forma
basis giving effect to the Acquisition) and immediately after giving effect to any such Acquisition, no Default or Event of Default shall
have occurred and be continuing (including, without limitation, pro forma compliance with the financial covenants set forth in Sections
10.3.1 and 10.3.2); and (f) the Borrower Agent shall have (i) provided at least 15 Business Days prior written notice
to Agent of such Acquisition along with copies of the acquisition agreements and documentation relating thereto or drafts thereof (with
copies of the final agreements and documents to be provided thereafter when completed), which shall be reasonably satisfactory to Agent,
along with historical financial statements for the most recent fiscal year end (or, if less, for the period of such Person’s existence)
of the Person or business to be acquired (audited if available) to the extent available and unaudited financial statements thereof for
the interim periods, which are available, and (ii) delivered to Agent at least 10 Business Days prior to the date on which any such
Acquisition is to be consummated or such shorter time as Agent may allow, a certificate of a Senior Officer of the Borrower Agent, in
form and substance reasonably satisfactory to the Agent, certifying that all of the requirements set forth above will be satisfied on
or prior to the consummation of such Acquisition, together with a reasonably detailed calculation of pro forma compliance with Sections
10.3.1 and 10.3.2 and all supporting documentation and other financial information that Agent may reasonably request. None
of the Accounts or Inventory purchased or otherwise acquired pursuant to an Acquisition shall be included in the calculation of the Borrowing
Base until Agent has conducted field examinations and appraisals (which field examinations and appraisals shall be at the expense of the
Borrowers and shall not count towards the limits set forth in Section 10.1.1) reasonably required by it with results reasonably
satisfactory to Agent, and the Person owning such Equipment, Accounts and Inventory shall be a (directly or indirectly) wholly-owned Domestic
Subsidiary of the Borrowers and have become a Borrower or Guarantor (s determined by Agent).


 


Permitted
Asset Disposition: an Asset Disposition that is (a) a sale of Inventory in the Ordinary Course of Business; (b) as
long as no Default or Event of Default exists and, other than with respect to an Asset Disposition by a Foreign Subsidiary, all Net Proceeds
are remitted to Agent, a disposition of Equipment that, in the aggregate during any 12 month period, has a fair market or book value (whichever
is more) of $100,000 or less, provided that any disposition of Equipment related to a Capex Loan shall be in the form of an arms-length
sale of such Equipment for cash; (c) as long as no Default or Event of Default exists and, other than with respect to an Asset Disposition
by a Foreign Subsidiary, all Net Proceeds are remitted to Agent (i) a sale or assignment of Accounts that are not Eligible Accounts
pursuant to Section 6.13 of the Jiffy Purchase Agreement as in effect on the date hereof and (ii) a disposition of Inventory
that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) termination of a lease of real or
personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse
Effect and does not result from an Obligor’s default; (e) a disposition, liquidation or dissolution of any Immaterial Subsidiary;
(f) approved in writing by Agent and Required Lenders or (g) the sale and/or issuance of Equity Interests to the extent not
constituting a Change of Control.


 


Permitted
Contingent Obligations: Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit
in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date,
and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred
in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising
from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising
under the Loan Documents; (g) guaranties of Permitted Debt; or (h) in an aggregate amount of $250,000 or less at any time.


 






    	 	-27-	 



     


    

 


Permitted
Investment: (a) Investments in Subsidiaries to the extent existing on the Closing Date and set forth on Schedule 10.2.5;
(b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance satisfactory
to Agent; (c) loans and advances permitted under Section 10.2.7; (d) to the extent constituting Distributions, Distributions
permitted under Section 10.2.4; (e) Investments made when no Default or Event of Default has occurred and is continuing
in an aggregate amount not to exceed $1,000,000 in the aggregate at any time outstanding for all Obligors; and (f) Permitted
Acquisitions and the Jiffy Acquisition.


 


Permitted
Lien: as defined in Section 10.2.2.


 


Permitted
Purchase Money Debt: Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money
Lien, as long as the aggregate amount does not exceed $500,000 per Fiscal Year and its incurrence does not violate Section 10.2.3.


 


Person:
any individual, corporation, limited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated
organization, Governmental Authority or other entity.


 


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


 


Pledged
Interests: as defined in Section 7.4.1.


 


Post-Petition
Interest: as defined in Section 15.4.3.


 


Prime
Rate: the highest of the rate of interest announced by Capital One, Citicorp, N. A. or Bank of America, N.A. from time to time
as its prime rate, which rate may be set by such banks on the basis of various factors, including its costs and desired return, general
economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below
such rate. Any change in such rate shall take effect at the opening of business on the day specified in the public announcement or publication,
as applicable, of such change.


 


Pro
Rata: with respect to any Lender, a percentage (carried out to the ninth decimal place) determined (a) while Revolver
Commitments and Capex Loan Commitments are outstanding, by dividing the amount of such Lender’s Revolver Commitment, Capex Loan
Commitment and Term Loan by the aggregate amount of all Revolver Commitments, Capex Loan Commitments and Term Loans; and (b) at any
other time, by dividing the amount of such Lender’s Loans and LC Obligations by the aggregate amount of all outstanding Loans and
LC Obligations.


 


Properly
Contested: with respect to any obligation of an Obligor, (a) the obligation is subject to a bona fide dispute regarding
amount or the Obligor’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings
promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d) non-payment
could not have a Material Adverse Effect, nor result in forfeiture or sale of any assets of the Obligor; (e) no Lien is imposed on
assets of the Obligor, unless bonded and stayed to the satisfaction of Agent; and (f) if the obligation results from entry of a judgment
or other order, such judgment or order is stayed pending appeal or other judicial review.


 






    	 	-28-	 



     


    

 


Property:
any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.


 


Protective
Advances: as defined in Section 2.1.6.


 


Purchase
Money Debt: (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt
(other than the Obligations) incurred within 10 days before or after acquisition of any fixed assets, for the purpose of financing any
of the purchase price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.


 


Purchase
Money Lien: a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt and constituting
a Capital Lease or a purchase money security interest under the UCC.


 


Qualified
ECP: an Obligor with total assets exceeding $10,000,000, or that constitutes an "eligible contract participant" under
the Commodity Exchange Act and can cause another Person to qualify as an "eligible contract participant" under Section 1a(18)(A)(v)(II) of
such act.


 


RCRA:
the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).


 


Real
Estate: all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures,
parking areas or other improvements thereon.


 


Reference
Time: with respect to any setting of the then-current Benchmark means (a) if such Benchmark is Term SOFR, then 8:00 a.m. (New
York City time) two Business Days prior to such setting and (b) if such Benchmark is not Term SOFR, then the time determined by Agent
in accordance with the Conforming Changes.


 


Refinancing
Conditions: the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed
the principal amount of the Debt being extended, renewed or refinanced; (b) it has a final maturity no sooner than, a weighted average
life no less than, and an interest rate no greater than, the Debt being extended, renewed or refinanced; (c) it is subordinated to
the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) the representations, covenants
and defaults applicable to it are no less favorable to Borrowers and Approved Guarantors than those applicable to the Debt being extended,
renewed or refinanced; (e) no additional Lien is granted to secure it; (f) no additional Person is obligated on such Debt; and
(g) upon giving effect to it, no Default or Event of Default exists.


 


Refinancing
Debt: Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b),
(d) or (f).


 


Reimbursement
Date: as defined in Section 2.3.2.


 






    	 	-29-	 



     


    

 


Related
Real Estate Documents: with respect to any Real Estate subject to a Mortgage, the following, in form and substance satisfactory
to Agent and received by Agent for review at least 10 days prior to the effective date of the Mortgage: (a) a mortgagee title policy
(or binder therefor) covering Agent’s interest under the Mortgage, in a form and amount and by an insurer acceptable to Agent, which
must be fully paid on such effective date; (b) such assignments of leases, estoppel letters, attornment agreements, consents, waivers
and releases as Agent may require with respect to other Persons having an interest in the Real Estate; (c) a current, as-built survey
of the Real Estate, containing a metes-and-bounds property description and flood plain certification, and certified by a licensed surveyor
acceptable to Agent; (d) flood insurance in an amount, with endorsements and by an insurer acceptable to Agent, if the Real Estate
is within a flood plain; (e) a current appraisal of the Real Estate, prepared by an appraiser acceptable to Agent, and in form and
substance satisfactory to Required Lenders; (f) an environmental assessment, prepared by environmental engineers acceptable to Agent,
and accompanied by such reports, certificates, studies or data as Agent may reasonably require, which shall all be in form and substance
satisfactory to Required Lenders; and (g) an Environmental Agreement and such other documents, instruments or agreements as Agent
may reasonably require with respect to any environmental risks regarding the Real Estate.


 


Relevant
Governmental Body: the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


Rent
and Charges Reserve: the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman,
processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien
on any Collateral; and (b) a reserve equal to not more than three months' rent and other charges that could be payable to any such
Person, unless it has executed a Lien Waiver.


 


Report:
as defined in Section 12.2.3.


 


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


 


Reporting
Trigger Period: the period (a) commencing on the day that a Default or Event of Default occurs, or Availability is less
than 17.5% of the aggregate amount of the Revolver Commitments at any time; and (b) continuing until, during the preceding 30 consecutive
days, no Event of Default has existed and Availability has been greater than 17.5% of the aggregate amount of the Revolver Commitments
at all times.


 


Representation
Letter: that certain letter dated as of the date hereof from Borrowers to Agent relating to the relationship between the Obligors
and WMC and the obligations of WMC.


 


Required
Lenders: Lenders (subject to Section 4.2) having (a) Revolver Commitments, Capex Loan Commitments and Term
Loans in excess of 50% of the aggregate Revolver Commitments, Capex Loan Commitments and Term Loans; and (b) if the Revolver Commitments
and Capex Loan Commitments have terminated, Loans in excess of 50% of all outstanding Loans.


 


Restrictive
Agreement: an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower, Subsidiary or
other Obligor to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew
any agreement evidencing Borrowed Money, or to repay any intercompany Debt or to perform any of its obligations hereunder.


 


Revolver
Commitment: for any Lender, its obligation to make Revolver Loans and to participate in LC Obligations up to the maximum principal
amount shown on Schedule 1.1, or as hereafter determined pursuant to each Assignment and Acceptance to which it is a party. “Revolver
Commitments” means the aggregate amount of such commitments of all Lenders in an aggregate amount up to $16,000,000 plus,
during the Temporary Revolver Commitment Increase Period, the Additional Revolver Commitments.


 






    	 	-30-	 



     


    

 


Revolver
Loan: a loan made pursuant to Section 2.1, and any Swingline Loan, Overadvance Loan or Protective Advance.


 


Revolver
Note: an amended and restated promissory note to be executed by Borrowers in favor of a Lender in the form of Exhibit A,
which shall be in the amount of such Lender’s Revolver Commitment and shall evidence the Revolver Loans made by such Lender.


 


Revolver
Termination Date: February 8, 2024.


 


Royalties:
all royalties, fees, expense reimbursement and other amounts payable by a Borrower or Guarantor under a License.


 


S&P:
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.


 


Sanction:
any international economic sanction administered or enforced by the United States Government (including OFAC), the United Nations Security
Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.


 


Secured
Bank Product Obligations: Bank Product Debt owing to a Secured Bank Product Provider, provided,
that , in the case of any Secured Bank Product Provider other than Capital One and its
Affiliates, the maximum amount of such Secured Bank Product Obligations shall not exceed the amount specified by such provider in writing
to Agent, which amount may be established or increased (by further written notice to Agent from time to time) as long as no Default or
Event of Default exists and establishment of a Bank Product Reserve for such amount and all other Secured Bank Product Obligations would
not result in an Overadvance, provided, further, the Secured Bank Product Obligations of an Obligor shall not include its
Excluded Hedge Obligations.


 


Secured
Bank Product Provider: (a) Agent, Capital One or any of their respective Affiliates; and (b) any Lender or Affiliate
of a Lender that provides a Bank Product, provided, however, in the case of this clause (b), such Lender delivers written
notice to Agent, in form and substance satisfactory to Agent, by the later of the Closing Date or 10 days following the entering into
or creation of a Bank Product, (i) describing the Bank Product and setting forth the maximum amount of the related Secured Bank Product
Obligations (subject to subsequent increase or decrease as set forth in the definition thereof) which is to be secured by the Collateral
and the methodology to be used in calculating such amount, and (ii) agreeing to be bound by Section 12.14.


 


Secured
Parties: Agent, Issuing Bank, Lenders and Secured Bank Product Providers.


 


Security
Documents: the Mortgages, the Environmental Agreement, Patent Security Agreements, Trademark Security Agreements, Deposit Account
Control Agreements, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of this Agreement and all
other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.


 


Senior
Officer: the chairman of the board, president, chief executive officer, vice president of finance or chief financial officer
of a Borrower or, if the context requires, an Obligor.


 






    	 	-31-	 



     


    

 


Settlement
Report: a report delivered by Agent to Lenders summarizing the Revolver Loans and participations in LC Obligations outstanding
as of a given settlement date, allocated to Lenders on a Pro Rata basis in accordance with their Revolver Commitments.


 


SOFR:
a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


SOFR Administrator:
the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


SOFR Capex
Loan: a Capex Loan that bears interest based on Adjusted Term SOFR (other than pursuant to clause (c) of the definition of Base Rate).


 


SOFR Loan:
each set of SOFR Revolver Loans, SOFR Term Loans or SOFR Capex Loans having a common length and commencement of Interest Period.


 


SOFR Revolver
Loan: a Revolver Loan that bears interest based on Adjusted Term SOFR (other than pursuant to clause (c) of the definition of Base
Rate).


 


SOFR Term
Loan: a Term Loan that bears interest based on Adjusted Term SOFR (other than pursuant to clause (c) of the definition of Base Rate).


 


Solvent:
as to any Person, such Person (a) owns Property whose fair salable value is greater than the amount required to pay all of its debts
(including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present fair salable value
(as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities)
of such Person as they become absolute and matured; (c) is able to pay all of its debts as they mature; (d) has capital that
is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions
in which it is about to engage; (e) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code;
and (f) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan
Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors
of such Person or any of its Affiliates. “Fair salable value” means the amount that could be obtained for assets within
a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an
interested buyer who is willing (but under no compulsion) to purchase.


 


Specified
Obligor: an Obligor that is not then an "eligible contract participant" under the Commodity Exchange Act (determined
prior to giving effect to Section 5.11).


 


Subordinated
Debt: unsecured Debt incurred by an Obligor that is expressly subordinate and junior in right of payment to Full Payment of
all Obligations, and is on terms (including maturity, interest, fees, repayment, covenants and subordination) satisfactory to Agent.


 


Subsidiary:
any entity (other than WMC) at least 50% of whose voting securities or Equity Interests is owned by a Borrower or any combination of Borrowers
(including indirect ownership by a Borrower through other entities in which the Borrower directly or indirectly owns 50% of the voting
securities or Equity Interests).


 


Swingline
Loan: any Borrowing of Base Rate Revolver Loans funded with Agent’s funds, until such Borrowing is settled among Lenders
or repaid by Borrowers.


 






    	 	-32-	 



     


    

 


Tangible
Net Worth: as of any date of determination, for P&F and its Subsidiaries on a consolidated basis, consolidated shareholders’
equity of P&F and its Subsidiaries on that date as determined in accordance with GAAP minus intangible assets of P&F and
its Subsidiaries on that date minus deferred tax assets of P&F and its Subsidiaries on that date plus Subordinated Debt
on that date.


 


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


 


Term
Loan: a loan made pursuant to Section 2.2, including any Tranche A Term Loan.


 


Term
Loan Maturity Date: the Revolver Termination Date.


 


Term
Note: promissory notes to be executed by Borrowers in favor of a Lender in the form of Exhibit B-1, which shall
be in the amount of such Lender’s Tranche A Commitment and shall evidence the Term Loans made by such Lender.


 


Temporary
Revolver Commitment Increase Period: means the period commencing on March 1, 2022, through and including June 30, 2022.


 


Term SOFR:
means,


 


(a)            for
any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on
the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days
prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as
of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor
has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has
not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first
preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR
Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government
Securities Business Days prior to such Periodic Term SOFR Determination Day, and


 


(b)            for
any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day,
the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day,
as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any
Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator
and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference
Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which
such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government
Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate SOFR Determination
Day.


 


Term SOFR
Adjustment: for any calculation of the applicable interest rate for a Base Rate Loan or SOFR Loan, a percentage per annum equal to 0.10%.


 






    	 	-33-	 



     


    

 


Term SOFR
Administrator: the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected
by Agent in its reasonable discretion).


 


Term SOFR
Reference Rate: means the rate per annum determined by Agent as the forward-looking term rate based on SOFR.


 


Trademark
Security Agreement: each trademark security agreement pursuant to which an Obligor grants to Agent, for the benefit of Secured
Parties, a Lien on such Obligor’s interests in trademarks, as security for the Obligations.


 


Tranche
A Commitment: for any Lender, the obligation of such Lender to make or maintain a Tranche A Term Loan hereunder, up to the
principal amount shown on Schedule 1.1. “Tranche A Commitments” means the aggregate amount of such commitments
of all Lenders in an aggregate amount up to $100,000.


 


Tranche
A Term Loan: as defined in Section 2.2.


 


Transferee:
any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.


 


Type:
any type of a Loan (i.e., Base Rate Loan or LIBORSOFR
Loan) that has the same interest option and, in the case of LIBORSOFR
Loans, the same Interest Period.


 


UCC:
the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or
enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.


 


Unadjusted
Benchmark Replacement: the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


Universal:
Universal Air Tools Company Limited, a company organized under the laws of England and Wales.


 


Unused
Line Fee Percentage: a per annum rate equal to (i) 0.15% prior to January 31, 2017 and (ii) 0.25% thereafter.


 


Upstream
Payment: a Distribution by a Subsidiary of a Borrower to such Borrower.


 


U.S. Government
Securities Business Day: any day except for (a) a Saturday, (b) a Sunday or (c) 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.


 


Value:
(a) for Inventory (other than Eligible In-Transit Inventory), its value determined on the basis of the lower of cost or market, calculated
on a first-in, first out basis, and excluding any portion of cost attributable to intercompany profit among Borrowers and their Affiliates;
(b) for Eligible In-Transit Inventory, its value determined on the basis of FOB (as defined in Incoterms 2000 by the International
Chamber of Commerce) at the point of shipment; and (c) for an Account, its face amount, net of any returns, rebates, discounts (calculated
on the shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) that have been or could be claimed by the
Account Debtor or any other Person.


 






    	 	-34-	 



     


    

 


WMC:
WM Coffman LLC, a Delaware limited liability company, now known as Old Stairs Co LLC.


 


1.2            Accounting
Terms. Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all
accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent
with the most recent audited financial statements of Borrowers delivered to Agent before the Amendment No. 510
Closing Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted
by GAAP if Borrowers’ certified public accountants concur in such change, the change is disclosed to Agent, and Section 10.3
is amended in a manner satisfactory to Required Lenders to take into account the effects of the change. Notwithstanding the foregoing,
for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, the effects
of FASB ASC 842 shall be disregarded.


 


1.3            Uniform
Commercial Code. As used herein, the following terms are defined in accordance with the UCC in effect in the State of New
York from time to time: “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,” “Document,”
 “Equipment,” “General Intangibles,” “Goods,” “Instrument,” “Investment Property,”
 “Letter-of-Credit Right” and “Supporting Obligation.”


 


1.4            Certain
Matters of Construction. The terms “herein,” “hereof,” “hereunder” and other words
of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall
be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from”
means “from and including,” and “to” and “until” each mean “to but excluding.” The terms
 “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan
Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles
appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or
statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument
or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents);
(c) any section mean, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean,
unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any
Person include successors and assigns; (f) time of day mean time of day at Agent’s notice address under Section 14.3.1;
or (g) discretion of Agent, Issuing Bank or any Lender mean the sole and absolute discretion of such Person. All calculations
of Value, fundings of Loans, issuances of Letters of Credit and payments of Obligations shall be in Dollars and, unless the context otherwise
requires, all determinations (including calculations of Borrowing Base and financial covenants) made from time to time under the Loan
Documents shall be made in light of the circumstances existing at such time. Borrowing Base calculations shall be consistent with historical
methods of valuation and calculation, and otherwise satisfactory to Agent (and not necessarily calculated in accordance with GAAP). Obligors
shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Agent, Issuing Bank or any Lender
under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being
deemed to have, drafted the provision. Whenever the phrase “to the best of Borrowers’ knowledge” or words of similar
import are used in any Loan Documents, it means actual knowledge of a Senior Officer, or knowledge that a Senior Officer would have obtained
if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably specific inquiries of employees
or agents and a good faith attempt to ascertain the matter to which such phrase relates.


 






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1.5            Division.
Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall
be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company
(or the unwinding of such a division or allocation) as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition
or transfer or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute
a separate Person hereunder.


 


Section 2.     CREDIT
FACILITIES


 


2.1            Revolver
Commitment.


 


2.1.1            Revolver
Loans. Each Lender agrees, severally on a Pro Rata basis up to its Revolver Commitment, on the terms set forth herein, to make Revolver
Loans to Borrowers from time to time through the Commitment Termination Date. The Revolver Loans may be repaid and reborrowed as provided
herein. In no event shall Lenders have any obligation to honor a request for a Revolver Loan if the sum of the principal balance of Revolver
Loans outstanding at such time (including the requested Loan) plus the stated amount of all Letters of Credit would exceed the Borrowing
Base.


 


2.1.2            Revolver
Notes. The Revolver Loans made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender.
At the request of any Lender, Borrowers shall deliver a Revolver Note to such Lender.


 


2.1.3            Use
of Proceeds. The proceeds of Revolver Loans shall be used by Borrowers solely (a) to pay fees and transaction expenses associated
with the closing of this credit facility or amendments thereof; (b) to pay Obligations in accordance with this Agreement; (c) to
finance the Jiffy Acquisition and Permitted Acquisitions; (d) to make Permitted Investments and Distributions to the extent permitted
under this Agreement and (e) for working capital and other lawful corporate purposes of Borrowers.


 


2.1.4            Voluntary
Reduction or Termination of Revolver Commitments.


 


(a)            The
Revolver Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement. Upon
at least 20 Business Days prior written notice to Agent at any time after the first Loan Year, Borrowers may, at their option, terminate
the Revolver Commitments and this credit facility. Any notice of termination given by Borrowers shall be irrevocable. On the termination
date, Borrowers shall make Full Payment of all Obligations.


 


(b)            Borrowers
may permanently reduce the Revolver Commitments, on a Pro Rata basis for each Lender, upon at least 20 Business Days prior written notice
to Agent, which notice shall specify the amount of the reduction and shall be irrevocable once given. Each reduction shall be in a minimum
amount of $1,000,000, or an increment of $1,000,000 in excess thereof.


 







(c)            Concurrently
with any reduction in or termination of the Revolver Commitments, for whatever reason (including an Event of Default), Borrowers shall
pay to Agent, for the Pro Rata benefit of Lenders and as liquidated damages for loss of bargain (and not as a penalty), an amount equal
to (i) if the reduction or termination occurs during the first Loan Year, 1.00% of the Revolver Commitments being reduced or terminated;
and (ii) if it occurs during the second Loan Year, 0.50% of the Revolver Commitments being reduced or terminated. No termination
charge shall be payable if termination occurs on the Revolver Termination Date.


 






    	 	-36-	 



     


    

 


2.1.5            Overadvances.
If the sum of the outstanding principal balance of Revolver Loans plus the stated amount of all Letters of Credit exceeds the Borrowing
Base (“Overadvance”) at any time, the excess amount shall be payable by Borrowers on demand by Agent, but all
such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents.
Unless its authority has been revoked in writing by Required Lenders, Agent may require Lenders to honor requests for Overadvance Loans
and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as
(i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive
days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by Agent to exceed 10% of the
Borrowing Base; and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known
by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $1,000,000, and (ii) does
not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the outstanding Revolver
Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance
shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Obligor
be deemed a beneficiary of this Section nor authorized to enforce any of its terms.


 


2.1.6            Protective
Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied
to make Base Rate Revolver Loans (“Protective Advances”) (a) up to an aggregate amount (when combined with any outstanding
Overadvance) of $1,000,000 outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral,
or to enhance the collectability or repayment of Obligations; or (b) to pay any other amounts chargeable to Obligors under any Loan
Documents, including costs, fees and expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. Required
Lenders may at any time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Absent such revocation,
Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.


 


2.2            Term
Loan Commitment.


 


2.2.1            Term
Loans. Prior to the Closing Date, certain term loans were made to the Borrowers under the Existing Agreement which remain outstanding
as of the Amendment No.5 Closing Date (each such outstanding loans being hereinafter referred to as the “Existing Term Loans”).
Subject to the terms and conditions of this Agreement, on the Closing Date the Existing Term Loans are hereby re-evidenced as loans under
this Loan Agreement, as Tranche A Term Loans hereunder, and the terms applicable thereto are restated in their entirety and evidenced
by this Agreement. On the Amendment No. 5 Closing Date, the Tranche A Commitment of each Lender shall be as set forth on Schedule
1.1 and shall immediately and automatically terminate on such date.


 


2.2.2            Term
Notes. The Term Loans made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender.
At the request of any Lender, Borrowers shall deliver a Term Note to such Lender.


 






    	 	-37-	 



     


    

 



2.2B            Capex
Loan Commitment.


 


2.2B.1            Capex
Loans. Prior to the Closing Date, “Capex Loans” (as defined in the Existing Agreement) were made to the Borrowers under
the Existing Agreement which remain outstanding as of the Amendment No.5 Closing Date (each such outstanding loans being hereinafter referred
to as the “Existing Capex Loans”). Subject to the terms and conditions of this Agreement, on the Closing Date, the
Existing Capex Loans are hereby re-evidenced as Capex Loans loans under this Loan Agreement
and the terms applicable thereto are restated in their entirety and evidenced by this Agreement. Each Lender agrees, severally on a Pro
Rata basis up to its Capex Loan Commitment, on the terms set forth herein, to make one or more Capex Loans to Borrowers from time to time
through the earlier of August 8, 2023 or the Capex Loan Termination Date, as requested by Borrowers in the manner set forth in Section 2.2B.2.;
provided, however, that Borrowers shall not request, and no Lender shall be obligated to advance, any Capex Loans during the Temporary
Revolver Commitment Increase Period. No repayment in respect of any Capex Loan may be reborrowed. Each Lender will make Capex
Loans only if each of the following conditions is satisfied:


 


(a)            Borrowers
shall have provided evidence to Agent, in form and substance reasonably satisfactory to Agent, that Borrowers will use the proceeds of
each requested Capex Loan to purchase, or reimburse Borrowers in connection with the purchase of, new production, used or refurbished
Equipment (i) used in such Borrowers’ business operations, (ii) to be located at locations in compliance with this Agreement,
and (iii) subject to no Liens other than those in favor of Agent and, when such Capex Loan is made, other Permitted Liens permitted
hereunder pursuant to Section 10.2.2(c), (d), (f), and (i); provided that (A) any used or
refurbished Equipment is subject to an appraisal in form and substance (and by an appraiser) reasonably satisfactory to Agent; and (B) any
Capex Loans made to reimburse Borrowers shall be made within 30 days of Borrowers’ purchase.


 


(b)            Agent
shall have received true copies of the invoice(s) from the seller of the Equipment evidencing the cost of the Equipment Borrowers
propose to purchase or for which Borrowers are requesting reimbursement with the proceeds of each Capex Loan, and such invoice(s) disclose(s) that
the original principal amount of such requested Capex Loan does not exceed (i) in the case of new Equipment, 75% of the cost of such
Equipment, or (ii) in the case of used or refurbished Equipment, 75% of the NOLV of the appraised value of such Equipment, in each
case, exclusive of transportation, installation, taxes, software, perishable tooling and other “soft” costs (as determined
by Agent in its reasonable discretion) pertaining thereto;


 


(c)            Agent
shall have received, in form and substance reasonably satisfactory to Agent, evidence of insurance covering such Equipment as to which
Agent is loss payee pursuant to a Lenders Loss Payable Endorsement acceptable to Agent;


 


(d)            the
requested Capex Loan is in a minimum original principal amount of $250,000;


 


(e)            the
principal amount of the requested Capex Loan, together with the original principal amounts of all other outstanding Capex Loans does not
exceed the Capex Commitments;


 


(f)            unless
waived by Lenders, the requested Capex Loan would be the only Capex Loan funded by Lenders during Borrowers’ then existing Fiscal
Quarter;


 


(g)            Borrowers
shall have delivered or caused to be delivered to Agent and each Lender any and all documents, agreements and instruments deemed reasonably
necessary by Agent or any Lender in connection with the making of such Capex Loan. The proceeds of the Capex Loans shall be used solely
for the purposes specified in this Section 2.2B.






 






    	 	-38-	 



     


    

 


2.2B.2            Manner
of Borrowing and Funding Capex Loans. A request for a Capex Loan shall be made in the following manner: Borrower Agent shall give
Agent notice (in form reasonably satisfactory to Agent) of its intention to borrow a Capex Loan, in which Borrower Agent shall specify
the amount of the proposed borrowing (consistent with Section 2.2B.1) and the proposed borrowing date, which shall be a Business
Day, no later than 12:00 p.m. (New York time) on the date (a) two (2) Business Days prior to the requested funding date,
in the case of Base Rate Loans, and (b) four (4) Business Days prior to the requested funding date, in the case of LIBORSOFR
Loans. In addition, Borrowers shall also comply with the requirements of Section 2.2B.1 with respect to such Capex Loan. Each
Lender shall timely honor its Capex Loan Commitment on the terms set forth in Section 4.1.2.


 


2.2B.3            Repayment
of Capex Loans. The principal amount of each Capex Loan shall be repaid in consecutive equal monthly installments of 1/60th of the
original principal amount thereof, commencing on the first day of the month following the month in which such Capex Loan is made and the
first day of each month thereafter until the Capex Loan Termination Date. On the Capex Loan Termination Date, all principal, interest
and other amounts owing with respect to each Capex Loan shall be due and payable in full. Each installment shall be paid to Agent for
the Pro Rata benefit of Lenders. Payments made with respect to a Capex Loan may not be reborrowed. Borrowers may, at their option from
time to time, prepay any Capex Loan selected by Borrowers, in whole or in part, which prepayment must be at least $50,000, plus any increment
of $50,000 in excess thereof. Borrowers shall give written notice to Agent of an intended prepayment of a Capex Loan, which notice shall
specify the amount of the prepayment, shall be irrevocable once given, shall be given at least 10 Business Days prior to the end of a
month and shall be effective as of the first day of the next month. All prepayments shall be applied to such Capex Loan in inverse order
of maturity.


 


2.3            Letter
of Credit Facility.


 


2.3.1            Issuance
of Letters of Credit. Issuing Bank shall issue Letters of Credit from time to time until 30 days prior to the Revolver Termination
Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following:


 


(a)            Each
Borrower acknowledges that Issuing Bank’s issuance of any Letter of Credit is conditioned upon Issuing Bank’s receipt of a
LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may customarily
require for issuance of a letter of credit of similar type and amount. Issuing Bank shall have no obligation to issue any Letter of Credit
unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the requested date of issuance;
(ii) each LC Condition is satisfied; and (iii) if a Defaulting Lender exists, such Lender or Borrowers have entered into arrangements
satisfactory to Agent and Issuing Bank to eliminate any funding risk associated with the Defaulting Lender. If, in sufficient time to
act, Issuing Bank receives written notice from Required Lenders that any LC Condition has not been satisfied, Issuing Bank shall
not issue the requested Letter of Credit. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge
of any failure of LC Conditions.


 


(b)            Letters
of Credit may be requested by a Borrower only (i) to support obligations of such Borrower incurred in the Ordinary Course of Business;
or (ii) for other purposes as Agent may approve from time to time in writing.


 


(c)            Obligors
assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with issuance of any Letter
of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition,
packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality,
quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy,
genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods
is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or Documents; any deviation
from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach
of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the
misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control
of Issuing Bank, Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank
under the Loan Documents shall be cumulative. Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose
claims against Borrowers are discharged with proceeds of any Letter of Credit.


 






    	 	-39-	 



     


    

 




(d)            In
connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing
Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever
form believed by Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Issuing
Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies,
and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such
experts. Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit or LC Documents,
and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.


 


2.3.2            Reimbursement;
Participations.


 


(a)            If
Issuing Bank honors any request for payment under a Letter of Credit, Borrowers shall pay to Issuing Bank, on the same day (“Reimbursement
Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Base Rate
Revolver Loans from the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment
made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to
any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Borrowers
may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing, Borrowers shall be deemed to
have requested a Borrowing of Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement
Date and each Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Commitments have terminated, an Overadvance
exists or is created thereby, or the conditions in Section 6 are satisfied.


 


(b)            Upon
issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Issuing Bank, without
recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the Letter of Credit. If Issuing
Bank makes any payment under a Letter of Credit and Borrowers do not reimburse such payment on the Reimbursement Date, Agent shall promptly
notify Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of Issuing Bank,
the Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall furnish copies of any Letters of
Credit and LC Documents in its possession at such time.


 






    	 	-40-	 



     


    

 




(c)            The
obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under
a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception
whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability
of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence
of any setoff or defense that any Obligor may have with respect to any Obligations. Issuing Bank does not assume any responsibility for
any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents. Issuing Bank
does not make to Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, LC Documents or any
Obligor. Issuing Bank shall not be responsible to any Lender for any recitals, statements, information, representations or warranties
contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness,
enforceability, collectability, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities,
financial condition, results of operations, business, creditworthiness or legal status of any Obligor.


 


(d)            No
Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any
LC Documents except as a result of its actual gross negligence or willful misconduct. Issuing Bank shall not have any liability to any
Lender if Issuing Bank refrains from any action under any Letter of Credit or LC Documents until it receives written instructions from
Required Lenders.


 


2.3.3            Cash
Collateral. If any LC Obligations, whether or not then due or payable, shall for any reason be outstanding at any time (a) that
an Event of Default exists, (b) that Availability is less than zero, or (c) after the Commitment Termination Date, then Borrowers
shall, at Issuing Bank’s or Agent’s request, Cash Collateralize the stated amount of all outstanding Letters of Credit and
pay to Issuing Bank the amount of all other LC Obligations. Borrowers shall, on demand by Issuing Bank or Agent from time to time,
Cash Collateralize the LC Obligations of any Defaulting Lender. If Borrowers fail to provide any Cash Collateral as required hereunder,
Lenders may (and shall upon direction of Agent) advance, as Revolver Loans, the amount of the Cash Collateral required (whether or not
the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied).


 


2.3.4            Resignation
of Issuing Bank. Issuing Bank may resign at any time upon 10 days written notice to Agent and Borrowers. On the effective date of
such resignation, Issuing Bank shall have no further obligation to issue, amend, renew, extend or otherwise modify any Letter of
Credit, but shall continue to have the benefits of Sections 2.3, 12.6 and 14.2 with respect to any Letters of Credit
issued or other actions taken while Issuing Bank. Agent shall promptly appoint a replacement Issuing Bank and, as long as no Default or
Event of Default exists, such replacement shall be reasonably acceptable to Borrowers.


 


2.3.5            Conflict.
The provisions of this Section 2.3 control in the event of any conflict between the specific terms hereof and any LC Application
or other LC Document.


 


Section 3.     INTEREST,
FEES AND CHARGES


 


3.1            Interest.


 


3.1.1            Rates
and Payment of Interest.


 


(a)            The
Obligations shall bear interest (i) if a Base Rate Loan, at the Base Rate in effect from time to time, plus the Applicable Margin;
(ii) if a LIBORSOFR Loan, at LIBORAdjusted
Term SOFR for the applicable Interest Period, plus the Applicable Margin; and (iii) if any other Obligation (including,
to the extent permitted by law, interest not paid when due), at the Base Rate in effect from time to time, plus the Applicable Margin
for Base Rate Revolver Loans. Interest shall accrue from the date the Loan is advanced or the Obligation is incurred or payable, until
paid by Borrowers. If a Loan is repaid on the same day made, one day’s interest shall accrue.


 






    	 	-41-	 



     


    

 


(b)            During
an Insolvency Proceeding with respect to any Borrower, or during any other Event of Default if Agent or Required Lenders in their discretion
so elect, Obligations shall bear interest at the Default Rate (whether before or after any judgment). Each Borrower acknowledges that
the cost and expense to Agent and Lenders due to an Event of Default are difficult to ascertain and that the Default Rate is a fair and
reasonable estimate to compensate Agent and Lenders for this.


 


(c)            Interest
accrued on the Loans shall be due and payable in arrears, (i) on the first day of each month; (ii) on any date of prepayment,
with respect to the principal amount of Loans being prepaid; and (iii) on the Commitment Termination Date. Interest accrued on any
other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable
on demand. Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand.


 


3.1.2            Application
of LIBORTerm SOFR to Outstanding
Loans.


 


(a)            Borrowers
may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the Base Rate Loans
to, or to continue any LIBORSOFR Loan at the
end of its Interest Period as, a LIBORSOFR
Loan. During any Default or Event of Default, Agent may (and shall at the direction of Required Lenders) declare that no Loan may be made,
converted or continued as a LIBORSOFR Loan.


 


(b)            Whenever
Borrowers desire to convert or continue Loans as LIBORSOFR
Loans, Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 2:00 p.m. at least three Business Days
before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Lender thereof.
Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion
or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be 30 days if
not specified). If, upon the expiration of any Interest Period in respect of any LIBORSOFR
Loans, Borrowers shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such
Loans into Base Rate Loans.


 


3.1.3            Interest
Periods. In connection with the making, conversion or continuation of any LIBORSOFR
Loans, Borrowers shall select an interest period (“Interest Period”) to apply, which interest period shall be one or,
three or six months; provided, however, that:


 


(a)            the
Interest Period shall commence on the date the Loan is made or continued as, or converted into, a LIBORSOFR
Loan, and shall expire one, two or three or six
months thereafter, as applicable;


 


(b)            if
any Interest Period pertaining to a SOFR Loan would otherwise end on a day which is not a Business Day,
that Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such
Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;






 






    	 	-42-	 



     


    

 


(b)(c)            any
Interest Period pertaining to a SOFR Loan that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the calendar
month at itsthe end or
if such corresponding day falls after the last Business Day of such month, then the Interest
Period) shall expireend
on the last Business Day of such month; and if any Interest Period would otherwise expire on a day that
is not a Business Day, then, for purposes of the timing of payment the calendar month
at the end of interest only (and not for purposes of determining any subsequent Interest Period),
the period shall expire on the next Business Day; provided that such extension of time shall
in such case not be included in the computation of payment of interest with the exception
of the final payment of interest at maturity or in connection with a voluntary or involuntary prepayment of principal prior to maturity;
andInterest Period;


 


(d)            no
Interest Period for a Term Loan or Capex Loan, or any portion thereof shall extend beyond the last scheduled
payment date therefor and no Interest Period shall extend beyond the Revolver Termination Date; and


 


(e)(e)            no
Interest Period forapplicable to a LIBOR
Term Loan may be established that would require repayment before the end of an Interest
Period in order to makeor Capex Loan or portion thereof shall extend beyond any date upon
which is due any scheduled principal payment on in
respect of such Term Loan or Capex Loan, as applicable, unless the aggregate principal amount
of such Term Loan or Capex Loan represented by Base Rate Loans or by SOFR Loans having Interest
Periods that will expire on or before such date is equal to or in excess of the amount of such principal payment.


 


3.2            Fees.


 


3.2.1            Unused
Line Fee. Borrowers shall pay to Agent, for the Pro Rata benefit of Lenders, a fee equal to the Unused Line Fee Percentage times the
amount by which the Revolver Commitments exceed the average daily balance of Revolver Loans and stated amount of Letters of Credit during
any month. Such fee shall be payable in arrears, on the first day of each month and on the Commitment Termination Date.


 


3.2.2            LC
Facility Fees. Borrowers shall pay (a) to Agent, for the Pro Rata benefit of Lenders, a fee equal to the Applicable Margin in
effect for LIBORSOFR Revolver Loans times
the average daily undrawn amount of Letters of Credit, which fee shall be payable monthly in arrears, on the first day of each month;
(b) to Issuing Bank, for its own account, a fronting fee equal to 0.250% per annum on the undrawn amount of each Letter of Credit,
which fee shall be payable monthly in arrears, on the first day of each month; and (c) to Issuing Bank, for its own account, all
customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of
Credit, which may be charged to the Loan Account upon incurrence or which charges shall be paid upon 5 Business DaysDays'
notice thereof. During an Event of Default, the fee payable under clause (a) shall be increased by 2% per annum...


 


3.2.3            Collateral
Management Fee. Borrowers shall pay to Agent, for its own account, in equal monthly installments on the first day of each month, a
collateral management fee of 18,000 per annum through February, 2019 and $7,500 per annum thereafter.


 


3.3            Computation
of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum basis, shall
be computed for the actual days elapsed, based on a year of 360 days. Each determination by Agent of any interest, fees or interest rate
hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and
shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and
are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as
to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.9, submitted to Borrower Agent by Agent or the
affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay
such amounts to the appropriate party within 10 days following receipt of the certificate.


 






    	 	-43-	 



     


    

 


3.4            Reimbursement
Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all
legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and
preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating
to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of
Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the
limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared
by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrowers by Agent’s
professionals at their regular hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender
or any of their Affiliates may have with such professionals with respect to this or any other transaction. If, for any reason (including
inaccurate reporting on financial statements or a Compliance Certificate), it is determined that a higher Applicable Margin should have
applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay
to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have
accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers under this Section may be charged
to the Loan Account upon incurrence during the continuance of Default or Event of Default or otherwise, upon 3 days' notice thereof.







 


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


 






    	 	-44-	 



     


    

 


3.6            Inability
to Determine Rates; Benchmark Replacement Setting.


 


3.6.1            Inability
to Determine Rates. If Agent determines (which determination shall be conclusive absent manifest error),
or Required Lenders notify Agent, for any reason in connection with a request for
a Borrowing of, or conversion to or continuation of, a LIBORSOFR
Loan that (1) Dollar deposits are not being offered to banksno
Benchmark Replacement has been determined in the London interbank Eurodollar market for the
applicable amountaccordance with Section 3.6.2, and Interest
Period of such Loanthe Benchmark Replacement Date has occurred, (2) adequate
and reasonable means do not exist for determining LIBORAdjusted
Term SOFR for the requested Interest Period, or (3) LIBORAdjusted
Term SOFR for the requested Interest Period does not, in Lender’s good faith judgment, adequately and fairly reflect
the cost to such Lenders of funding such Loan, then Agent will promptly so notify Borrower Agent and each Lender. Thereafter, (x) the
obligation of Lenders to make or maintain LIBORSOFR
Loans shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the LIBORSOFR
component of the Base Rate, the utilization of the LIBORSOFR
component in determining the Base Rate shall be suspended, in each case until Agent (determines
or upon instruction by Required Lenders) revokes such notice. Upon receipt
of such notice, Borrower Agent may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBORSOFR
Loan or, failing that, will be deemed to have submitted a request for a Base Rate Loan.







 


3.6.2            Effect
of Benchmark Transition Event.


 


1.1.1            Benchmark
Replacement Setting. Notwithstanding anything to the contrary herein or in
any other Loan Document:


 


(a)            Replacing
LIBOR. On March 5, 2021 the Financial Conduct Authority (“FCA”),
the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a
public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 2-month, 3-month, 6-month and 12
month U.S. Dollar LIBOR tenor settings. On the earlier of (i) the date that all Available Tenors of U.S. Dollar LIBOR have either
permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication
of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is LIBOR, the
Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of
such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this
Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly
basis.


 


(a)            Replacing
Future Benchmarks. Upon, upon the occurrence of a
Benchmark Transition Event, the Benchmark Replacement will Agent
and Borrowers may amend this Agreement to replace the then-current Benchmark for all purposes
hereunder and under any Loan Document inwith a Benchmark Replacement. Any such amendment
with respect of anyto a Benchmark
settingTransition Event will become effective
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
toAgent has notified in writing all affected Lenders without
any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and
Borrowers so long as Agent has not received, by such time, written notice of objection to such Benchmark
Replacement amendment from Lenders comprising the
Required Lenders. At any time that the administrator of the then-current Benchmark has permanently
or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator
of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and
economic reality that such Benchmark is intended to measure and that representativeness will not be restored, Borrowers may revoke any
request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference
to such Benchmark until Borrower Agent’s receipt of notice from Agent thatNo replacement
of a Benchmark with a Benchmark Replacement has replaced such Benchmark, and, failing that,
Borrowers will be deemed to have converted any such request into pursuant to this Section 3.6.2(a
request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing
sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate.)
will occur prior to the applicable Benchmark Transition Start Date.


 






    	 	-45-	 



     


    

 


(c)(b)            Benchmark
Replacement Conforming Changes. In connection with the implementation and administration of
a Benchmark Replacement, 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)(c)            Notices;
Standards for Decisions and Determinations. Agent will promptly notify Borrower Agent and Lenders of (i) the implementation of
any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with
the use, administration, adoption or implementation of a Benchmark Replacement Conforming
Changes.. Agent will promptly notify Borrower Agent of the removal or reinstatement of
any tenor of a Benchmark pursuant to Section 3.6.2(d). Any determination, decision or election that may be made
by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.6.2,
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
heretoto this Agreement or any other Loan Document,
except, in each case, as expressly required pursuant to this Section 3.6.2.


 


(e)(d)            Unavailability
of Tenor of Benchmark. AtNotwithstanding 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 Term SOFR or LIBOR),the
Term SOFR Reference 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 Agent in its reasonable discretion or (B) the administrator of such Benchmark
or 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 not or will not be representative or in compliance with or aligned with the International Organization
of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then Agent may modify
the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time
to remove any tenor of such Benchmark that
is unavailable or, non-representative
for , non-compliant or non-aligned 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) settings
and (ii) Agentor (B) is not, or is no longer, subject to an announcement that
it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions
(IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then Agent may modify
the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time
to reinstate any such previously removed tenor for
Benchmark (including Benchmark Replacement) settings.


 






    	 	-46-	 



     


    

 




(a)            Definitions.


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable,
(x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length
of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable,
pursuant to this Agreement as of such date.


 


“Benchmark”
means, initially, LIBOR; provided that if a replacement of the Benchmark has occurred pursuant
to this Section 3.6.2, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published
component used in the calculation thereof.


 


“Benchmark
Replacement” means, for any Available Tenor:


 


(1)  For purposes
of clause (a) of this Section 3.6.2, the first alternative set forth below that can be determined by Agent:


 


(a)            the
sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161%
(26.161 basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor
of six-months’ duration, or


 


(a)            the
sum of: (i) Daily Simple SOFR and (ii) the spread adjustment selected or recommended by the Relevant Governmental Body for the
replacement of the tenor of LIBOR with a SOFR-based rate having approximately the same length as the interest payment period specified
in clause (a) of this Section 3.6.2; and


 


(2) 
For purposes of clause (b) of this Section 3.6.2, the sum of (a) the alternate benchmark rate and (b) an adjustment
(which may be a positive or negative value or zero), in each case, that has been selected by Agent and Borrower Agent as the replacement
for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any
applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;


 


provided
that, 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.


 






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“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative
or operational changes (including changes to the definition of “Base Rate,” the definition of “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, the applicability and length of lookback periods, the applicability
of breakage provisions, and other technical, administrative or operational matters) that Agent decides may be appropriate to reflect the
adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Agent in a manner substantially
consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible
or if Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration
as Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).


 


“Benchmark
Transition Event” means, with respect to any then-current Benchmark other than LIBOR, the occurrence of a public
statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor
for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an
insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator
for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark,
announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of
such Benchmark, 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 (b) all Available
Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is
intended to measure and that representativeness will not be restored.


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being
established by Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily
Simple SOFR” for syndicated business loans; provided, that if Agent decides that any such
convention is not administratively feasible for Agent, then Agent may establish another convention in its reasonable discretion.


 


“Early
Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after
the date notice of such Early Opt-in Election is provided to the Lenders, so long as Agent has not received, by 5:00 p.m. (New York
City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to Lenders, written notice
of objection to such Early Opt-in Election from Lenders comprising Required Lenders.


 






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“Early
Opt-in Election” means the occurrence of: (a) a notification by Agent to each of the other parties hereto
that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment
or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and
such syndicated credit facilities are identified in such notice and are publicly available for review), and (2) the election by Agent
to trigger a fallback from LIBOR and the provision by Agent of written notice of such election to Lenders.


 


“Floor”
means zero percent (0%).


 


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


 


“SOFR”
means a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New
York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently
at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the administrator
of the secured overnight financing rate from time to time).


 


“Term
SOFR” means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been
selected or recommended by the Relevant Governmental Body.


 


(e)            Benchmark
Unavailability Period. Upon Borrower Agent’s receipt of notice of the commencement of a Benchmark Unavailability Period, Borrower
Agent may revoke any pending request for, conversion to or continuation of a SOFR Loan to be made, converted or continued during any Benchmark
Unavailability Period and, failing that, Borrowers will be deemed to have converted any such request into a request for a borrowing of
or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark
is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of Base Rate.


 


3.7            Increased
Costs; Capital Adequacy.


 


3.7.1            Change
in Law. If any Change in Law shall:


 


(a)            impose
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits
with or for the account of, or credit extended or participated in by, any Lender (except any reserve
requirement reflected in LIBOR) or Issuing Bank;


 


(b)            subject
any Lender or Issuing Bank to any Tax with respect to any Loan, Loan Document, Letter of Credit or participation in LC Obligations, or
change the basis of taxation of payments to such Lender or Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes
covered by Section 5.9 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or Issuing
Bank); or


 






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(c)            impose
on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense affecting any Loan, Loan Document, Letter
of Credit or participation in LC Obligations;


 


and the result thereof shall be to increase the
cost to such Lender of making or maintaining any LIBORSOFR
Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Issuing Bank of participating
in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit),
or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or
any other amount) then, upon request of such Lender or Issuing Bank, Borrowers will pay to such Lender or Issuing Bank, as applicable,
such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or
reduction suffered.


 


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





 


3.7.3            Compensation.
Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a
waiver of its right to demand such compensation, but Borrowers shall not be required to compensate a Lender or Issuing Bank for any increased
costs incurred or reductions suffered more than six months prior to the date that the Lender or Issuing Bank notifies Borrower Agent of
the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim
compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month
period referred to above shall be extended to include the period of retroactive effect thereof).


 


3.8            Mitigation.
If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are
required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts
to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts
payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense
and would not otherwise be disadvantageous to it. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection
with any such designation or assignment.


 






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3.9            Funding
Losses. If for any reason (other than default by a Lender) (a) any Borrowing of,
or conversion to or continuation of, a LIBOR Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a LIBOR Loan occurs on a day other than the
end of its Interest Period, or (c) Borrowers fail to repay a LIBOR Loan when required hereunder, then Borrowers shall pay to each
Lender all losses and expenses that it sustains as a consequence thereof, including loss of anticipated profits and any loss or expense
arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds. Lenders shall not be required
to purchase Dollar deposits in the interbank market or any other offshore Dollar market to fund any LIBOR Loan, but the provisions hereof
shall be deemed to apply as if each Lender had purchased such deposits to fund its LIBOR LoansIn
the event of (a) the payment of any principal of any SOFR Loan other than on the last day of the Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any SOFR Loan other than on the last day of the Interest Period
applicable thereto (including as a result of an Event of Default), (c) the failure to borrow, convert, continue or prepay any SOFR
Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any SOFR Loan other than on the last
day of the Interest Period applicable thereto as a result of Section 12.10, then, in any such event, Borrowers shall compensate
each Lender for any loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation
or redeployment of funds. 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 Borrower Agent and shall be conclusive absent manifest error. Borrowers shall pay such Lender
the amount shown as due on any such certificate within 10 days after receipt thereof.


 


3.10            Maximum
Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (“maximum rate”).
If Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the
principal of the Obligations or, if it exceeds such unpaid principal, refunded to Borrowers. In determining whether the interest contracted
for, charged or received by Agent or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize
any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects
thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.


 


Section 4.     LOAN
ADMINISTRATION


 


4.1            Manner
of Borrowing and Funding Revolver Loans.


 


4.1.1            Notice
of Borrowing.


 


(a)            Whenever
Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be
received by Agent no later than 12:00 p.m. (New York time) (i) on the Business Day of the requested funding date, in the case
of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBORSOFR
Loans. Notices received after 12:00 p.m. (New York time) shall be deemed received on the next Business Day. Each Notice of Borrowing
shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business
Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBORSOFR
Loans, and (D) in the case of LIBORSOFR
Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified).


 


(b)            Unless
payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges,
including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product Obligations) shall be deemed to be a request
for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed
as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment
or other account of a Borrower maintained with Agent or any of its Affiliates.


 






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(c)            If
Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check
or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request
for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds
of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.


 


4.1.2            Fundings
by Lenders. Each Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans
that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each
Notice of Borrowing (or deemed request for a Borrowing) by 12:00 on the proposed funding date for Base Rate Loans or by 3:00 p.m. at
least two Business Days before any proposed funding of LIBORSOFR
Loans. Each Lender shall fund to Agent such Lender’s Pro Rata share of the Borrowing to the account specified by Agent in immediately
available funds not later than 2:00 p.m. on the requested funding date, unless Agent’s notice is received after the times provided
above, in which event Lender shall fund its Pro Rata share by 11:00 a.m. on the next Business Day. Subject to its receipt of such
amounts from Lenders, Agent shall disburse the proceeds of the Revolver Loans to the Operating Account or otherwise, to an account or
pursuant to direction of Borrower Agent, in each case, reasonably satisfactory to Agent. Unless Agent shall have received (in sufficient
time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such
Lender has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a Lender’s
share of any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not received by Agent, then Borrowers agree
to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the
rate applicable to the Borrowing.


 


4.1.3            Swingline
Loans; Settlement.


 


(a)            Agent
may, but shall not be obligated to, advance Swingline Loans to Borrowers, up to an aggregate outstanding amount of $1,000,000, unless
the funding is specifically required to be made by all Lenders hereunder. Each Swingline Loan shall constitute a Revolver Loan for all
purposes, except that payments thereon shall be made to Agent for its own account. The obligation of Borrowers to repay Swingline Loans
shall be evidenced by the records of Agent and need not be evidenced by any promissory note.


 


(b)            To
facilitate administration of the Revolver Loans, Lenders and Agent agree (which agreement is solely among them, and not for the benefit
of or enforceable by any Borrower) that settlement among them with respect to Swingline Loans and other Revolver Loans may take place
on a date determined from time to time by Agent, which shall occur at least once each week. On each settlement date, settlement shall
be made with each Lender in accordance with the Settlement Report delivered by Agent to Lenders. Between settlement dates, Agent may in
its discretion apply payments on Revolver Loans to Swingline Loans, regardless of any designation by Borrower or any provision herein
to the contrary. Each Lender’s obligation to make settlements with Agent is absolute and unconditional, without offset, counterclaim
or other defense, and whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6
are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among
Lenders hereunder, then each Lender shall be deemed to have purchased from Agent a Pro Rata participation in each unpaid Swingline Loan
and shall transfer the amount of such participation to Agent, in immediately available funds, within one Business Day after Agent’s
request therefor.


 






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4.1.4            Notices.
Each Borrower authorizes Agent and Lenders to extend, convert or continue Loans, effect selections of interest rates, and transfer funds
to or on behalf of Borrowers based on telephonic or e-mailed instructions. Borrowers shall confirm each such request by prompt delivery
to Agent of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs in any material respect from
the action taken by Agent or Lenders, the records of Agent and Lenders shall govern. Neither Agent nor any Lender shall have any liability
for any loss suffered by a Borrower as a result of Agent or any Lender acting upon its understanding of telephonic or e-mailed instructions
from a person believed in good faith by Agent or any Lender to be a person authorized to give such instructions on a Borrower’s
behalf.


 


4.2            Defaulting
Lender. Agent may (but shall not be required to), in its discretion, retain any payments or other funds received by Agent
that are to be provided to a Defaulting Lender hereunder, and may apply such funds to such Lender’s defaulted obligations or readvance
the funds to Borrowers in accordance with this Agreement. The failure of any Lender to fund a Loan, to make any payment in respect of
LC Obligations or to otherwise perform its obligations hereunder shall not relieve any other Lender of its obligations, and no Lender
shall be responsible for default by another Lender. Lenders and Agent agree (which agreement is solely among them, and not for the benefit
of or enforceable by any Borrower) that, solely for purposes of determining a Defaulting Lender’s right to vote on matters relating
to the Loan Documents and to share in payments, fees and Collateral proceeds thereunder, a Defaulting Lender shall not be deemed to be
a “Lender” until all its defaulted obligations have been cured.


 


4.3            Number
and Amount of LIBORSOFR Loans;
Determination of Rate. Each Borrowing of LIBORSOFR
Loans when made shall be in a minimum amount of $250,000, plus any increment of $100,000 in excess thereof. No more than 79
Borrowings of LIBORSOFR Loans may be outstanding
at any time, and all LIBORSOFR Loans having
the same length and beginning date of their Interest Periods shall be aggregated together and considered one Borrowing for this purpose.
The aggregate dollar amount of LIBORSOFR Loans
may not comprise more than 80% of the outstanding dollar amount of all Revolver Loans plus 100% of the outstanding dollar amount
of all Term Loans plus 100% of the outstanding dollar amount of all Capex Loans minus any scheduled principal payments of
the Term Loans to be made pursuant to Section 5.3.1 minus any scheduled principal payments of the Capex Loans to be
made pursuant to Section 2.2B.3 during Interest Periods for all LIBORSOFR
Loans. Upon determining LIBORAdjusted Term SOFR
for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone or electronically and, if requested
by Borrowers, shall confirm any telephonic notice in writing.


 


4.4            Borrower
Agent. Each Obligor hereby designates P&F (“Borrower Agent”) as its representative and agent for
all purposes under the Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or
receipt of communications, preparation and delivery of Borrowing Base Certificates, Compliance Certificates and other information, reports,
financial statements and other materials delivered by Borrowers hereunder (as well as other Reports and information provided by Agent
to Lenders), and , receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan
Documents (including in respect of compliance with covenants), and all other dealings with Agent, Issuing Bank or any Lender. Borrower
Agent hereby accepts such appointment. Agent and Lenders shall be entitled to rely upon, and shall be fully protected in relying upon,
any notice or communication (including any notice of borrowing) delivered by Borrower Agent on behalf of any Obligor. Agent and Lenders
may give any notice or communication with an Obligor hereunder to Borrower Agent on behalf of such Obligor. Each of Agent, Issuing
Bank and Lenders shall have the right, in its discretion, to deal exclusively with Borrower Agent for any or all purposes under the Loan
Documents. Each Obligor agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by
Borrower Agent shall be binding upon and enforceable against it.


 






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4.5            One
Obligation. The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless
otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however,
that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent
of any Obligations jointly or severally owed by such Borrower.


 


4.6            Effect
of Termination. On the effective date of the termination of all the Commitments, all Obligations shall be immediately due
and payable, and any Lender may terminate its and its Affiliates’ Bank Products (including, only with the consent of Agent, any
Cash Management Services). All undertakings of Obligors contained in the Loan Documents shall survive any termination, and Agent shall
retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents until Full Payment of the Obligations.
Notwithstanding Full Payment of the Obligations, Agent shall not be required to terminate its Liens in any Collateral unless, with respect
to any damages Agent may incur as a result of the dishonor or return of Payment Items applied to Obligations, Agent receives (a) a
written agreement, executed by Obligors and any Person whose advances are used in whole or in part to satisfy the Obligations, indemnifying
Agent and Lenders from any such damages; or (b) such Cash Collateral as Agent, in its discretion, deems necessary to protect against
any such damages. Sections 2.3, 3.4, 3.6, 3.7, 3.9, 5.5, 5.9, 5.10, 12, 14.2 and this Section, and the obligation of each Obligor
and Lender with respect to each indemnity given by it in any Loan Document, shall survive Full Payment of the Obligations and any release
relating to this credit facility.


 


Section 5.     PAYMENTS


 


5.1            General
Payment Provisions. All payments of Obligations shall be made in Dollars, without offset, counterclaim or defense of any
kind, free of (and without deduction for) any Taxes, and in immediately available funds, not later than 2:00 p.m. on the due date.
Any payment after such time shall be deemed made on the next Business Day. Any payment of a LIBORSOFR
Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9. Any prepayment of
Loans shall be applied first to Base Rate Loans and then to LIBORSOFR
Loans.


 


5.2            Repayment
of Revolver Loans. Revolver Loans shall be due and payable in full on the Revolver Termination Date, unless payment is
sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium. If any Asset Disposition includes
the disposition of Accounts, Inventory or Equipment, then Net Proceeds equal to the greater of (a) the net book value of such
Accounts, Inventory or Equipment, or (b) the reduction in the Borrowing Base upon giving effect to such disposition, shall be
applied to the Revolver Loans. Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers shall, on the sooner
of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Revolver Loans in an
amount sufficient to reduce the principal balance of Revolver Loans to the Borrowing Base.


 


5.3            Repayment
of Term Loans.


 


5.3.1            Payment
of Principal. The principal amount of the Tranche A Term Loans shall be repaid on the Term Loan Maturity Date, on which date all principal,
interest and other amounts owing with respect to the Term Loans shall be due and payable in full. Once repaid, whether such repayment
is voluntary or required, Tranche A Term Loans may not be reborrowed.


 






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5.3.2            Mandatory
Prepayments.


 


(a)            [Reserved];


 


(b)            Concurrently
with any Asset Disposition of Real Estate, Borrowers shall prepay, in an amount equal to the Net Proceeds of such disposition, Capex Loans
until paid in full;


 


(c)            Concurrently
with the receipt of any proceeds of insurance or condemnation awards paid in respect of any Real Estate, Borrowers shall prepay, in an
amount equal to such proceeds Capex Loans until paid in full, subject in each case to Section 8.6.2;


 


(d)            Concurrently
with any issuance of Equity Interests by a Borrower (other than in connection with compensation or benefits paid or provided to employees,
officers or directors), Borrowers shall prepay, in an amount equal to the net proceeds of such issuance, to Agent for the Pro Rata benefit
of each Lender holding Capex Loans until paid in full;


 


(e)            Concurrently
with any Asset Disposition of Equipment, Borrowers shall prepay, in an amount equal to the Net Proceeds of such disposition, the Capex
Loans until paid in full and any balance to the Revolving Loans until paid in full; and


 


(f)            On
the Commitment Termination Date, Borrowers shall prepay all Term Loans and Capex Loans (unless sooner repaid hereunder).


 


5.3.3            Optional
Prepayments. Borrowers may, at their option from time to time, prepay the Term Loans, which prepayment must be at least $50,000, plus
any increment of $10,000 in excess thereof. Borrowers shall give written notice to Agent of an intended prepayment of Term Loans, which
notice shall specify the amount of the prepayment, shall be irrevocable once given, shall be given at least 10 Business Days prior to
the end of a month and shall be effective as of the first day of the next month.


 


5.3.4            Interest;
Application of Prepayments. Each prepayment of Term Loans shall be accompanied by all interest accrued thereon and any amounts payable
under Section 3.9, and shall be applied to principal in inverse order of maturity.


 


5.3.5            Acknowledgment
of Repayment of Tranche A Term Loan. The parties acknowledge and agree the Tranche A Term Loan is not outstanding as of the Amendment
No. 10 Closing Date, such Tranche A Term Loan having been repaid prior to the such date.


 


5.4            Payment
of Other Obligations. Obligations other than Loans, including LC Obligations and Extraordinary Expenses, shall be paid
by Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand.


 






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5.5            Marshaling;
Payments Set Aside. None of Agent or Lenders shall be under any obligation to marshal any assets in favor of any Obligor
or against any Obligations. If any payment by or on behalf of Obligors is made to Agent, Issuing Bank or any Lender, or Agent, Issuing
Bank or any Lender exercises a right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Agent, Issuing
Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other Person, then to the extent of such recovery, the
Obligation originally intended to be satisfied, and all Liens, rights and remedies relating thereto, shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had not occurred.


 


5.6            Post-Default
Allocation of Payments.


 


5.6.1            Allocation.
Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising
from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required
Lenders, be allocated as follows:


 


(a)            first,
to all costs and expenses, including Extraordinary Expenses, owing to Agent;


 


(b)            second,
to all amounts owing to Agent on Swingline Loans;


 


(c)            third,
to all amounts owing to Issuing Bank on LC Obligations;


 


(d)            fourth,
to all Obligations constituting fees (other than Bank Product Obligations);


 


(e)            fifth,
to all Obligations constituting interest (other than Bank Product Obligations);


 


(f)            sixth,
to all Secured Bank Product Obligations relating to Cash Management Services;


 


(g)            seventh,
to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and


 


(h)            last,
to all other Obligations.


 


Amounts
shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts
are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded
Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate
adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category.
Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser
of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by
the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed
with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable
Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount
to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and
Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is
not for the benefit of or enforceable by any Obligor.


 


5.6.2            Erroneous
Application. Agent shall not be liable for any application of amounts made by it in good faith and, if any such application is subsequently
determined to have been made in error, the sole recourse of any Lender or other Person to which such amount should have been made shall
be to recover the amount from the Person that actually received it (and, if such amount was received by any Lender, such Lender hereby
agrees to return it).


 






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5.7            Application
of Payments. Payments of good funds received in the Payment Account maintained at Agent shall be applied to the Obligations
on the Business Day of receipt. Amounts otherwise received by Agent shall be applied to the Obligations on the Business Day of receipt
of good funds if received by 12:00 noon (New York time) on such day, otherwise such funds may be applied to the Obligations on the next
Business Day. If, as a result of such application, a credit balance exists, the balance shall not accrue interest in favor of Borrowers
and shall be made available to Borrowers as long as no Default or Event of Default exists. Each Obligor irrevocably waives the right to
direct the application of any payments or Collateral proceeds, and agrees that Agent shall have the continuing, exclusive right to apply
and reapply same against the Obligations, in such manner as Agent deems advisable. In the absence of a Default or Event of Default, any
prepayment of Loans shall be applied first to Base Rate Loans and then to LIBORSOFR
Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 5.7 shall be in
excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), so long as no Default or
Event of Default shall have occurred and be continuing, only the portion of the amount of such prepayment as is equal to the amount of
such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrowers, the Excess Amount shall be made available
to the Borrowers to the extent an Overadvance would not be caused thereby.


 


5.8            Loan
Account; Account Stated.


 


5.8.1            Loan
Account. Agent shall maintain in accordance with its usual and customary practices an account or accounts (“Loan Account”)
evidencing the Debt of Borrowers resulting from each Loan or issuance of a Letter of Credit from time to time. Any failure of Agent to
record anything in the Loan Account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers to pay
any amount owing hereunder. Agent may maintain a single Loan Account in the name of Borrower Agent, and each Obligor confirms that such
arrangement shall have no effect on the joint and several character of its liability for the Obligations.


 


5.8.2            Entries
Binding. Entries made in the Loan Account shall constitute presumptive evidence of the information contained therein. If any information
contained in the Loan Account is provided to or inspected by any Person, then such information shall be conclusive and binding on such
Person for all purposes absent manifest error, except to the extent such Person notifies Agent in writing within 30 days after receipt
or inspection that specific information is subject to dispute.


 


5.9            Taxes.


 


5.9.1            Payments
Free of Taxes. All payments by Obligors of Obligations shall be free and clear of and without reduction for any Taxes. If Applicable
Law requires any Obligor or Agent to withhold or deduct any Tax (including backup withholding or withholding Tax), the withholding or
deduction shall be based on information provided pursuant to Section 5.10 and Agent shall pay the amount withheld or deducted
to the relevant Governmental Authority. If the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum
payable by Borrowers shall be increased so that Agent, Lender or Issuing Bank, as applicable, receives an amount equal to the sum it would
have received if no such withholding or deduction (including deductions applicable to additional sums payable under this Section) had
been made. Without limiting the foregoing, Borrowers shall timely pay all Other Taxes to the relevant Governmental Authorities.


 






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5.9.2            Payment.
Borrowers shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Agent, Lenders and Issuing Bank for any
Indemnified Taxes or Other Taxes (including those attributable to amounts payable under this Section) withheld or deducted by any Obligor
or Agent, or paid by Agent, any Lender or Issuing Bank, with respect to any Obligations, Letters of Credit or Loan Documents, whether
or not such Taxes were properly asserted by the relevant Governmental Authority, and including all penalties, interest and reasonable
expenses relating thereto, as well as any amount that a Lender or Issuing Bank fails to pay indefeasibly to Agent under Section 5.10.
A certificate as to the amount of any such payment or liability delivered to Borrower Agent by Agent, or by a Lender or Issuing Bank (with
a copy to Agent), shall be conclusive, absent manifest error. As soon as practicable after any payment of Taxes by a Borrower, Borrower
Agent shall deliver to Agent a receipt from the Governmental Authority or other evidence of payment satisfactory to Agent.


 


5.10            Lender
Tax Information.


 


5.10.1            Status
of Lenders. Each Lender shall deliver documentation and information to Agent and Borrower Agent, at the times and in form required
by Applicable Law or reasonably requested by Agent or Borrower Agent, sufficient to permit Agent or Borrowers to determine (a) whether
or not payments made with respect to Obligations are subject to Taxes, (b) if applicable, the required rate of withholding or deduction,
and (c) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes for such payments or otherwise
to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.


 


5.10.2            Documentation.
If a Borrower is resident for tax purposes in the United States, any Lender that is a “United States person” within the meaning
of section 7701(a)(30) of the Code shall deliver to Agent and Borrower Agent IRS Form W-9 or such other documentation or information
prescribed by Applicable Law or reasonably requested by Agent or Borrower Agent to determine whether such Lender is subject to backup
withholding or information reporting requirements. If any Foreign Lender is entitled to any exemption from or reduction of withholding
tax for payments with respect to the Obligations, it shall deliver to Agent and Borrower Agent, on or prior to the date on which it becomes
a Lender hereunder (and from time to time thereafter upon request by Agent or Borrower Agent, but only if such Foreign Lender is legally
entitled to do so), (a) IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States
is a party; (b) IRS Form W-8ECI; (c) IRS Form W-8IMY and all required supporting documentation; (d) in the case
of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, IRS Form W-8BEN
and a certificate showing such Foreign Lender is not (i) a “bank” within the meaning of section 881(c)(3)(A) of
the Code, (ii) a “10 percent shareholder” of any Obligor within the meaning of section 881(c)(3)(B) of the Code,
or (iii) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code; or (e) any other
form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in withholding tax, together with such supplementary
documentation necessary to allow Agent and Borrowers to determine the withholding or deduction required to be made.


 


5.10.3            Lender
Obligations. Each Lender and Issuing Bank shall promptly notify Borrowers and Agent of any change in circumstances that would change
any claimed Tax exemption or reduction. Each Lender and Issuing Bank shall indemnify, hold harmless and reimburse (within 10 days after
demand therefor) Borrowers and Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable
attorneys’ fees) incurred by or asserted against a Borrower or Agent by any Governmental Authority due to such Lender’s or
Issuing Bank’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to
this Section. Each Lender and Issuing Bank authorizes Agent to set off any amounts due to Agent under this Section against any amounts
payable to such Lender or Issuing Bank under any Loan Document.


 






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5.11            Nature
and Extent of Each Borrower’s Liability.


 


5.11.1            Joint
and Several Liability. Each Borrower agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees
to Agent and Lenders the prompt payment and performance of, all Obligations and all agreements under the Loan Documents, except its Excluded
Hedge Obligations. Each Borrower agrees that its guaranty obligations hereunder constitute a continuing guaranty of payment and not of
collection, that such obligations shall not be discharged until Full Payment of the Obligations, and that such obligations are absolute
and unconditional, irrespective of (a) the genuineness, validity, regularity, enforceability, subordination or any future modification
of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which any Obligor is or may become
a party or be bound; (b) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document,
or any waiver, consent or indulgence of any kind by Agent or any Lender with respect thereto; (c) the existence, value or condition
of, or failure to perfect a Lien or to preserve rights against, any security or guaranty for the Obligations or any action, or the absence
of any action, by Agent or any Lender in respect thereof (including the release of any security or guaranty); (d) the insolvency
of any Obligor; (e) any election by Agent or any Lender in an Insolvency Proceeding for the application of Section 1111(b)(2) of
the Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Borrower, as debtor-in-possession under Section 364 of
the Bankruptcy Code or otherwise; (g) the disallowance of any claims of Agent or any Lender against any Obligor for the repayment
of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or circumstances that might
otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except Full Payment of all Obligations.


 


5.11.2            Waivers.


 


(a)            Each
Borrower expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to
compel Agent or Lenders to marshal assets or to proceed against any Obligor, other Person or security for the payment or performance of
any Obligations before, or as a condition to, proceeding against such Borrower. Each Borrower waives all defenses available to a surety,
guarantor or accommodation co-obligor other than Full Payment of all Obligations. It is agreed among each Borrower, Agent and Lenders
that the provisions of this Section 5.11 are of the essence of the transaction contemplated by the Loan Documents and that,
but for such provisions, Agent and Lenders would decline to make Loans and issue Letters of Credit. Each Borrower acknowledges that its
guaranty pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such
business.


 


(b)            Agent
and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral
or any Real Estate by judicial foreclosure or non-judicial sale or enforcement, without affecting any rights and remedies under this Section 5.11.
If, in taking any action in connection with the exercise of any rights or remedies, Agent or any Lender shall forfeit any other rights
or remedies, including the right to enter a deficiency judgment against any Borrower or other Person, whether because of any Applicable
Laws pertaining to “election of remedies” or otherwise, each Borrower consents to such action and waives any claim based upon
it, even if the action may result in loss of any rights of subrogation that any Borrower might otherwise have had. Any election of remedies
that results in denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not
impair any other Borrower’s obligation to pay the full amount of the Obligations. Each Borrower waives all rights and defenses arising
out of an election of remedies, such as non-judicial foreclosure with respect to any security for the Obligations, even though that election
of remedies destroys such Borrower’s rights of subrogation against any other Person. Agent may bid all or a portion of the Obligations
at any foreclosure or trustee’s sale or at any private sale, and the amount of such bid need not be paid by Agent but shall be credited
against the Obligations. The amount of the successful bid at any such sale, whether Agent or any other Person is the successful bidder,
shall be conclusively deemed to be the fair market value of the Collateral, and the difference between such bid amount and the remaining
balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 5.11,
notwithstanding that any present or future law or court decision may have the effect of reducing the amount of any deficiency claim to
which Agent or any Lender might otherwise be entitled but for such bidding at any such sale.


 






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5.11.3            Extent
of Liability; Contribution.


 


(a)            Notwithstanding
anything herein to the contrary, each Borrower’s liability under this Section 5.11 shall be limited to the greater of
(i) all amounts for which such Borrower is primarily liable, as described below, and (ii) such Borrower’s Allocable Amount.


 


(b)            If
any Borrower makes a payment under this Section 5.11 of any Obligations (other than amounts for which such Borrower is primarily
liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments previously or concurrently made
by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations
satisfied by such Guarantor Payments in the same proportion that such Borrower’s Allocable Amount bore to the total Allocable Amounts
of all Borrowers, then such Borrower shall be entitled to receive contribution and indemnification payments from, and to be reimbursed
by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior
to such Guarantor Payment. The “Allocable Amount” for any Borrower shall be the maximum amount that could then be recovered
from such Borrower under this Section 5.11 without rendering such payment voidable under Section 548 of the Bankruptcy
Code or under any applicable state fraudulent transfer or conveyance act, or similar statute or common law.


 


(c)            Nothing
contained in this Section 5.11 shall limit the liability of any Borrower to pay Loans made directly or indirectly to that
Borrower (including Loans advanced to any other Borrower and then re-loaned or otherwise transferred to, or for the benefit of, such Borrower),
LC Obligations relating to Letters of Credit issued to support such Borrower’s business, and all accrued interest, fees, expenses
and other related Obligations with respect thereto, for which such Borrower shall be primarily liable for all purposes hereunder. Agent
and Lenders shall have the right, at any time in their discretion, to condition Loans and Letters of Credit upon a separate calculation
of borrowing availability for each Borrower and to restrict the disbursement and use of such Loans and Letters of Credit to such Borrower.


 


(d)            Each
Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Hedge Obligation becomes effective hereby jointly
and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Specified Obligor with
respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the
Loan Documents in respect of such Hedge Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby
incurred without rendering such Qualified ECP's obligations and undertakings under this Section 5.11 voidable under any applicable
fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in
full force and effect until Full Payment of all Obligations. Each Obligor intends this Section to constitute, and this Section shall
be deemed to constitute, a guarantee of the obligations of, and a "keepwell, support or other agreement" for the benefit of,
each Obligor for all purposes of the Commodity Exchange Act.


 






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5.11.4            Joint
Enterprise. Each Borrower has requested that Agent and Lenders make this credit facility available to Borrowers on a combined basis,
in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective
enterprise, and the successful operation of each Borrower is dependent upon the successful performance of the integrated group. Borrowers
believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease administration of the facility,
all to their mutual advantage. Borrowers acknowledge that Agent’s and Lenders’ willingness to extend credit and to administer
the Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers and at Borrowers’ request.


 


5.11.5            Subordination.
Each Borrower hereby subordinates any claims, including any rights at law or in equity to payment, subrogation, reimbursement, exoneration,
contribution, indemnification or set off, that it may have at any time against any other Obligor, howsoever arising, to the Full Payment
of all Obligations.


 


Section 6.     CONDITIONS
PRECEDENT


 


6.1            Conditions
Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required
to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder on the Closing Date, unless
each of the following conditions has been satisfied:


 


(a)            Notes
shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have
been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.


 


(b)            Agent
shall have received, in proper form for filing or recording, all filings or recordations necessary to perfect its Liens in the Collateral,
as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except
Permitted Liens, to the extent requested by Agent.


 


(c)            Agent
shall have received all certificates or instruments representing or evidencing all Pledged Interests required by Section 7.4.1
accompanied by all necessary instruments of transfer or assignment, duly executed in blank.


 


(d)            Agent
shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Borrower Agent certifying
that, after giving effect to the initial Loans and transactions hereunder, (i) each Borrower, on an individual basis, is Solvent
and the Obligors, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties
set forth in Section 9 that are qualified by materiality are true and correct and the representations and warranties set forth
in Section 9 that are not qualified by materiality are true and correct in all material respects; and (iv) each Obligor
has complied with all agreements and conditions to be satisfied by it under the Loan Documents.


 


(e)            Agent
shall have received a certificate of a duly authorized officer of each Obligor (other than an Immaterial Subsidiary), certifying (i) that
such Obligor’s Organic Documents have not been modified or the attached copies of such Obligor’s Organic Documents are true
and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing
execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted,
have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to
the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until
it is otherwise notified by the applicable Obligor in writing.


 






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(f)            Agent
shall have received (i) a written opinion of Ruskin Moscou Faltischek, P.C. LLP in form and substance satisfactory to Agent and (ii) a
written opinion of any local counsel to Obligors as Agent may reasonably request, in form and substance satisfactory to Agent.


 


(g)            Agent
shall have received good standing certificates for each Obligor (other than an Immaterial Subsidiary), issued by the Secretary of State
or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct
of business or ownership of Property necessitates qualification.


 


(h)            Borrowers
shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date.


 


(i)            The
Jiffy Acquisition shall be consummated in accordance with the Jiffy Purchase Agreement without any amendments, modifications, waivers
or consents thereto that are not reasonably acceptable to the Agent.


 


6.2            Conditions
Precedent to All Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange
for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions
are satisfied:


 


(a)            No
Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;


 


(b)            The
representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the
date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan
Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect
to, such funding, issuance or grant, except for representations and warranties that expressly relate to an earlier date, in which case
they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date;


 


(c)            All
conditions precedent in any other Loan Document shall be satisfied;


 


(d)            No
event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and


 


(e)            With
respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied.


 


Each request (or deemed request) by Borrowers
for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that
the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional
condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as
it deems appropriate in connection therewith.


 






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Section 7.     COLLATERAL


 


7.1            Grant
of Security Interest. To secure the prompt payment and performance of all Obligations, each Obligor hereby grants to Agent,
for the benefit of Secured Parties, a continuing security interest in and Lien upon all Property of such Obligor, whether now owned or
hereafter acquired, and wherever located, including all of the following Property:


 


(a)            all
Accounts;


 


(b)            all
Chattel Paper, including electronic chattel paper;


 


(c)            all
Commercial Tort Claims, including those shown on Schedule 9.1.16;


 


(d)            all
Deposit Accounts;


 


(e)            all
Documents;


 


(f)            all
General Intangibles, including Intellectual Property;


 


(g)            all
Goods, including Inventory, Equipment and fixtures;


 


(h)            all
Instruments;


 


(i)            all
Investment Property;


 


(j)            all
Letter-of-Credit Rights;


 


(k)            all
Supporting Obligations;


 


(l)            all
cash, Cash Collateral, Cash Equivalents or monies, whether or not in the possession or under the control of Lender, or a bailee or Affiliate
of Lender;


 


(m)            all
accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds
of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral;
and


 


(n)            all
books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining
to the foregoing.


 


Notwithstanding anything herein to the contrary,
no security interest shall be granted to Agent or Secured Parties under this Section 7.1 in any Equity Interests of P&F as may
hereafter be repurchased by P&F with the consent of the Lenders.


 


7.2            Lien
on Deposit Accounts; Cash Collateral.


 


7.2.1            Deposit
Accounts. To further secure the prompt payment and performance of all Obligations, each Obligor hereby grants to Agent, for the benefit
of Secured Parties, a continuing security interest in and Lien upon all amounts credited to any Deposit Account of such Obligor, including
any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept. Each Obligor hereby authorizes and directs
each bank or other depository to deliver to Agent, upon request, all balances in any Deposit Account maintained by such Obligor, without
inquiry into the authority or right of Agent to make such request.


 






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7.2.2            Cash
Collateral. Any Cash Collateral may be invested, at Agent’s discretion, in Cash Equivalents, but Agent shall have no duty to
do so, regardless of any agreement or course of dealing with any Obligor, and shall have no responsibility for any investment or loss.
Each Obligor hereby grants to Agent, for the benefit of Secured Parties, a security interest in all Cash Collateral held from time to
time and all proceeds thereof, as security for the Obligations, whether such Cash Collateral is held in a Cash Collateral Account or
elsewhere. Agent may apply Cash Collateral to the payment of any Obligations, in such order as Agent may elect, as they become due and
payable. Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of Agent. No Obligor or other
Person claiming through or on behalf of any Obligor shall have any right to any Cash Collateral, until Full Payment of all Obligations.


 


7.3            Real
Estate Collateral.


 


7.3.1            Lien
on Real Estate. The Obligations shall also be secured by Mortgages upon all Real Estate owned by Obligors, including the Real Estate
owned as of the Amendment No. 5 Closing Date (which is set forth on Schedule 7.3.1) or as otherwise provided in Section 10.2.22.
All Mortgages shall be duly recorded, at Obligors’ expense, in each office where such recording is required to constitute a fully
perfected Lien on the Real Estate covered thereby. If any Obligor acquires Real Estate hereafter, Obligors shall, within 30 days, execute,
deliver and record a Mortgage sufficient to create a first priority Lien in favor of Agent on such Real Estate, and shall deliver all
Related Real Estate Documents.


 


7.3.2            Collateral
Assignment of Leases. To further secure the prompt payment and performance of all Obligations, each Obligor hereby transfers and assigns
to Agent, for the benefit of Secured Parties, all of such Obligor’s right, title and interest in, to and under all now or hereafter
existing leases of real Property to which such Obligor is a party, whether as lessor or lessee, and all extensions, renewals, modifications
and proceeds thereof.


 


7.4            Investment
Property and other Equity Interests.


 


7.4.1            Delivery
of Certificates. All certificates or instruments representing or evidencing any Investment Property or other Equity Interests constituting
Collateral hereunder (“Pledged Interests”), including the Pledged Interests as of the Amendment No. 510
Closing Date which are set forth on Schedule 7.4.1 hereto, shall be delivered to and held by or on behalf of Agent, for the benefit
of Secured Parties, pursuant hereto, shall be in suitable form for further transfer by delivery, and shall be accompanied by all necessary
instruments of transfer or assignment, duly executed in blank. The Pledged Interests consisting of Equity Interests pledged hereunder
have been duly authorized and validly issued and are fully paid and, with respect to Equity Interests in corporations, non-assessable.


 


7.4.2            Issuer
Agreements. Each Obligor that is the issuer of any Pledged Interests hereby (i) acknowledges the security interest and Lien of
Agent in such Collateral granted by the Obligor owning such Pledged Interests and (ii) agrees that, with respect to any such Pledged
Interests, it will comply with the instructions originated by Agent in accordance with this Agreement or the Security Documents without
further consent of any other Obligor.


 


7.4.3            Distributions
on Investment Property and other Equity Interests. In the event that any cash dividend or cash distribution (a “Dividend”)
is permitted to be paid on any Pledged Interests of any Obligor at a time when no Event of Default has occurred and is continuing, such
Dividend may be paid directly to the applicable Obligor or to another Obligor designated by the Borrower Agent. If an Event of Default
has occurred and is continuing, then any such Dividend or payment (other than Upstream Payments) shall be paid directly to Agent to be
applied as set forth in Section 5.7.


 






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7.4.4            Voting
Rights with respect to Equity Interests. So long as no Event of Default has occurred and is continuing, Obligors shall be entitled
to exercise any and all voting and other consensual rights pertaining to any of the Pledged Interests or any part thereof. If an Event
of Default shall have occurred and be continuing, all rights of Obligors to exercise the voting and other consensual rights that it would
otherwise be entitled to exercise shall, at Agent’s option upon notice to such Obligors, be suspended, and all such rights shall,
at Agent’s option upon notice to such Obligors, thereupon become vested in Agent for the benefit of the Secured Parties during the
continuation of such Event of Default, and Agent shall, at its option upon notice to such Obligors, thereupon have the sole right to exercise
such voting and other consensual rights and during the continuation of such Event of Default, Agent shall have the right to act with respect
thereto as though it were the outright owner thereof.


 


7.4.5            Securities
Accounts. Each Obligor irrevocably authorizes and directs each securities intermediary or other Person with which any securities account
or similar investment property is maintained, if any, upon written instruction of Agent, to dispose of such Collateral at the direction
of Agent and comply with the instructions originated by Agent without further consent of any Obligor. Agent agrees with the Obligors that
such instruction shall not be given by Agent unless a Default or Event of Default has occurred and is continuing.


 


7.5            Other
Collateral; New Subsidiaries.


 


7.5.1            Commercial
Tort Claims. Borrower Agent shall promptly notify Agent in writing if any Obligor has a Commercial Tort Claim (other than, as long
as no Default or Event of Default exists, a Commercial Tort Claim for less than $100,000), shall promptly amend Schedule 9.1.16
to include such claim, and shall take such actions as Agent deems appropriate to subject such claim to a duly perfected, first priority
Lien in favor of Agent (for the benefit of Secured Parties).


 


7.5.2            Certificate
of Title Collateral. Borrower Agent shall deliver to Agent, as soon as practicable following a request therefore by Agent, any and
all evidence of ownership of any of the Equipment (including, without limitation, certificates of title and applications for title).


 


7.5.3            Certain
After-Acquired Collateral. Borrower Agent shall promptly notify Agent in writing if, after the Closing Date, any Obligor obtains any
interest in any Collateral consisting of Deposit Accounts, Chattel Paper, Documents, Instruments, Intellectual Property, Investment
Property or Letter-of-Credit Rights with a value in excess of $10,000 and, upon Agent’s request, shall promptly take such actions
as Agent deems appropriate to effect Agent’s duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate
possession, control agreement or Lien Waiver. If any Collateral is in the possession of a third party, at Agent’s request, Obligors
shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.


 


7.5.4            New
Subsidiaries. Upon the formation or acquisition of any new direct or indirect Domestic Subsidiary (other than an Immaterial Subsidiary)
by any Obligor, then the Borrower Agent shall, at the Obligors’ expense, within 30 days after such formation or acquisition (or
such later date as the Agent may specify in its sole discretion), (a) cause it to become a Borrower under this agreement if it is
a wholly-owned Domestic Subsidiary of Parent, or, if none of the assets of such subsidiary are to be included in the Borrowing Base or
the Agent otherwise consents (or requests) in writing, cause it to become a Guarantor and guaranty the Obligations in a manner reasonably
satisfactory to Agent, and (b) cause such Domestic Subsidiary to duly execute and deliver to Agent such joinder agreements, amendments
or supplements to the Loan Documents as are reasonably requested by the Agent, (if required under Section 8.5) control agreements
and a legal opinion in form and substance reasonably satisfactory to Agent, to cause or authorize the filing of appropriate UCC financing
statements, and to take any other action as may be necessary to vest in Agent valid and subsisting Liens on the properties purported to
be subject thereto.


 






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7.5.5            New
Deposit Accounts and Securities Accounts. Concurrently with or prior to the opening of a Deposit Account, securities account or commodity
account by any Obligor, other than any excluded account described in Section 8.5, such Obligor shall deliver to Agent a Deposit
Account Control Agreement covering such Deposit Account, or other control agreement covering such securities account or commodity account,
in each case, in form and substance reasonably satisfactory to Agent, duly executed by such Obligor, Agent and the applicable bank, securities
intermediary or commodity intermediary, as the case may be.


 


7.6            No
Assumption of Liability. The Lien on Collateral granted hereunder is given as security only and shall not subject Agent
or any Lender to, or in any way modify, any obligation or liability of Obligors relating to any Collateral. In no event shall the grant
of any Lien under any Loan Document secure an Excluded Hedge Obligation of the granting Obligor.


 


7.7            Further
Assurances. Promptly upon request, Obligors shall deliver such instruments, assignments, title certificates, or other documents
or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral,
or otherwise to give effect to the intent of this Agreement. Each Obligor irrevocably authorizes Lender at any time and from time to time
to authenticate and file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that
contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any
financing statement or amendment relating to the Collateral, including, without limitation (i) whether such Obligor is an organization,
the type of organization and any organizational identification number issued to such Obligor, (ii) indicating the Collateral as “all
assets” or “all personal property” of such Obligor, or words to similar effect, and (iii) filing any financing
or continuation statements, amendments or other documents without the signature of such Obligor where permitted by law. Each Obligor hereby
ratifies any action taken by Lender before the Amendment No. 510
Closing Date to effect or perfect its Lien on any Collateral. All of Agent’s Liens on Collateral (and all evidences of such Liens),
whether effected hereunder or under any other Loan Document, are granted to Agent as agent for the benefit of all Secured Parties.


 


7.8            Foreign
Subsidiary Stock. Notwithstanding Section 7.1, the Collateral shall include only 65% of the voting stock of
any Foreign Subsidiary.


 


Section 8.         COLLATERAL
ADMINISTRATION


 


8.1            Borrowing
Base Certificates. By the 20th day of each month, Borrowers shall deliver to Lender a Borrowing Base Certificate prepared
as of the close of business of the previous month; provided, however, that during a Reporting Trigger Period, Borrowers
shall deliver to Agent a Borrowing Base Certificate on a weekly basis, by the third Business Day of the week, as of the end of the prior
week, and at such other times as Agent may request. All calculations of Availability in any Borrowing Base Certificate shall originally
be made by Borrowers and certified by a Senior Officer, provided that Agent may from time to time review and adjust any such calculation
(a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account
or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and
(c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve
or the Borrowing Base Reserve.


 






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8.2            Administration
of Accounts.


 


8.2.1            Records
and Schedules of Accounts. Each Borrower shall keep accurate and complete records of its Accounts, including all payments and collections
thereon, and shall submit to Agent sales, collection, reconciliation and other reports in form satisfactory to Agent, on such periodic
basis as Agent may request. Each Borrower shall also provide to Agent, on or before the 20th day of each month, a detailed aged trial
balance of all Accounts as of the end of the preceding month, specifying each Account’s Account Debtor name and address, amount,
invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery,
copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Agent
may reasonably request. If Accounts of any single Account Debtor in an aggregate face amount of $100,000 or more cease to be Eligible
Accounts, Borrowers shall notify Agent of such occurrence promptly (and in any event within three Business Days) after any Borrower has
knowledge thereof.


 


8.2.2            Taxes.
If an Account of any Borrower includes a charge for any Taxes, Agent is authorized, in its discretion, to pay the amount thereof to the
proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provided, however, that neither
Agent nor Lenders shall be liable for any Taxes that may be due from Borrowers or with respect to any Collateral.


 


8.2.3            Account
Verification. Whether or not a Default or Event of Default exists, Agent shall have the right at any time, in the name of Agent, any
designee of Agent or any Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowers by mail, telephone
or otherwise. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process.


 


8.2.4            Maintenance
of Dominion Account. Borrowers shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent. Borrowers
shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing
Agent’s control over and Lien in the lockbox or Dominion Account, requiring prompt (and in any event within two Business Days after
receipt) deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank,
except for customary administrative charges. Agent and Lenders assume no responsibility to Borrowers for any lockbox arrangement or Dominion
Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank.


 


8.2.5            Proceeds
of Collateral. Borrowers shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or
otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Borrower
or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later
than the next Business Day) deposit same into a Dominion Account.


 


8.3            Administration
of Inventory.


 


8.3.1            Records
and Reports of Inventory. Each Borrower shall keep accurate and complete records of its Inventory, including costs and daily withdrawals
and additions, and shall submit to Agent inventory and reconciliation reports in form satisfactory to Agent, on such periodic basis as
Agent may request. Each Borrower shall (a) conduct a physical inventory at least once per calendar year (and on a more frequent basis
if requested by Agent when an Event of Default exists) or (b) periodic cycle counts consistent with historical practices, and shall
provide to Agent a report based on each such inventory and count promptly upon completion thereof, together with such supporting information
as Agent may request. Agent may participate in and observe each physical count.


 






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8.3.2            Returns
of Inventory. No Borrower shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise,
unless (a) such return is in the Ordinary Course of Business; (b) no Default, Event of Default or Overadvance exists or would
result therefrom; (c) Agent is promptly notified if the aggregate Value of all Inventory returned in any month exceeds $25,000; and
(d) any payment received by a Borrower for a return is promptly remitted to Agent for application to the Obligations.


 


8.3.3            Acquisition,
Sale and Maintenance. No Borrower shall acquire or accept any Inventory on consignment or approval, and shall take all steps to assure
that all Inventory is produced in accordance with Applicable Law, including the FLSA. Other than the customers and locations listed in
Schedule 8.3.3, no Borrower shall sell any Inventory on consignment or approval or any other basis under which the customer may
return or require a Borrower to repurchase such Inventory. Schedule 8.3.3 may be amended or supplemented from time to time by Borrowers
with the consent of Agent. Borrowers shall use, store and maintain all Inventory with reasonable care and caution, in accordance with
applicable standards of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable
grace periods provided for in leases) at all locations where any Collateral is located.


 


8.4            Administration
of Equipment.


 


8.4.1            Records
and Schedules of Equipment. Each Borrower shall keep accurate and complete records of its Equipment, including kind, quality, quantity,
cost, acquisitions and dispositions thereof, and shall submit to Agent, on such periodic basis as Agent may request, a current schedule
thereof, in form satisfactory to Agent. Promptly upon request, Borrowers shall deliver to Agent evidence of their ownership or interests
in any Equipment.


 


8.4.2            Dispositions
of Equipment. No Borrower shall sell, lease or otherwise dispose of any Equipment, without the prior written consent of Agent, other
than (a) a Permitted Asset Disposition; or (b) replacement of Equipment that is worn, damaged or obsolete with Equipment of
like function and value, if the replacement Equipment is acquired substantially contemporaneously with such disposition and is free of
Liens other than Permitted Liens (other than a Purchase Money Lien with respect to Equipment related to a Capex Loan).


 


8.4.3            Condition
of Equipment. The Equipment is in good operating condition and repair, and all necessary replacements and repairs have been made so
that the value and operating efficiency of the Equipment is preserved at all times, reasonable wear and tear excepted. Each Borrower shall
ensure that the Equipment is mechanically and structurally sound, and capable of performing the functions for which it was designed, in
accordance with manufacturer specifications. No Borrower shall permit any Equipment to become affixed to real Property unless any landlord
or mortgagee delivers a Lien Waiver.


 


8.5            Administration
of Deposit Accounts. Schedule 8.5 sets forth all Deposit Accounts maintained by Borrowers, including all Dominion
Accounts. Each Borrower shall take all actions necessary to establish Agent’s control of each such Deposit Account (other than (a) an
account exclusively used for payroll, payroll taxes or employee benefits, (b) an account containing not more than $10,000 at any
time or (c) accounts maintained at Wachovia Bank, National Association and KeyBank, in each case, containing not more than $25,000
at any time), including, without limitation, the execution and delivery of a Deposit Account Control Agreement for each such Deposit Account,
subject to Section 10.2.22 . Each Borrower shall be the sole account holder of each Deposit Account and shall not allow any
other Person (other than Agent) to have control over a Deposit Account or any Property deposited therein. Each Borrower shall promptly
notify Agent of any opening or closing of a Deposit Account and, with the consent of Agent, will amend Schedule 8.5 to reflect
same.


 






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8.6            General
Provisions.


 


8.6.1            Location
of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrowers at the business
locations set forth in Schedule 8.6.1, except that Borrowers may (a) make sales or other dispositions of Collateral in accordance
with Section 10.2.6; and (b) move Collateral to another location in the United States, upon 30 Business Days prior written
notice to Agent.


 


8.6.2            Insurance
of Collateral; Condemnation Proceeds.


 


(a)            Each
Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other
risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise
approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon
request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches.
Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee;
(ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying
that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor
by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay
for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower
agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists,
Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real
Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists,
only Agent shall be authorized to settle, adjust and compromise such claims.


 


(b)            Any
proceeds of insurance (other than proceeds from workers’ compensation, D&O, employee practice insurance or life insurance as
to which an Obligor is not the beneficiary) and any awards arising from condemnation of any Collateral shall be paid to Agent. Subject
to Section 8.6.2(c), any such proceeds or awards that relate to (i) Inventory or Equipment other than Equipment related
to a Capex Loan shall be applied to payment of the Revolver Loans, and then to any other Obligations outstanding, other than Term Loans
and Capex Loans, (ii) Real Estate shall be applied first to Term Loans, Capex Loans or Revolver Loans (in Agent’s reasonable
discretion) and then to other Obligations, (iii) Equipment related to a Capex Loan shall be applied to payment of such Capex Loan
then to other Capex Loans or Revolver Loans (in Agent’s reasonable discretion) and then to other Obligations, other than Term Loans
and (iv) life insurance shall be applied to payment of the Revolver Loans, and then to any other Obligations outstanding, other than
Term Loans and Capex Loans.


 


(c)            Any
insurance proceeds or condemnation awards relating to any loss or destruction of Real Estate or Equipment may be used by the Borrowers
(1) with the consent of the Agent or (2) if requested by Borrowers in writing within 90 days after Agent’s receipt of
such proceeds, to repair or replace such Real Estate or Equipment (and until so used, the proceeds shall be held by Agent as Cash Collateral);
provided that, in the case of this clause (2), as long as (i) no Default or Event of Default exists; (ii) such repair or replacement
is promptly undertaken and concluded, in accordance with plans or proposed applications reasonably satisfactory to Agent; (iii) replacement
buildings are constructed on the sites of the original casualties or other locations in compliance with this Agreement and are of comparable
size, quality and utility to the destroyed buildings or replacement Equipment is of comparable type, quality and utility to and of equal
or greater value than the damaged Equipment; (iv) the repaired or replaced Property is free of Liens, other than Permitted Liens
that are not Purchase Money Liens; (v) Borrowers comply with disbursement procedures for such repair or replacement as Agent may
reasonably require; and (vi) the aggregate amount of such proceeds or awards from any single casualty or condemnation does not exceed
$500,000 in the case of Equipment and $2,000,000 in the case of Real Estate; provided that, any proceeds of Equipment related to a Capex
Loan may not be so used unless at the time of proposed use of such proceeds, all of the applicable conditions for making a Capex Loan
would be met (other than the limitation set forth in Section 2.2B.1(d), (e) or (f) or elsewhere in
this Agreement, but solely with respect to this clause (c)).


 






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8.6.3            Protection
of Collateral. All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all
Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Agent to any
Person to realize upon any Collateral, shall be borne and paid by Borrowers. Agent shall not be liable or responsible in any way for the
safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in Agent’s
actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency
or other Person whatsoever, but the same shall be at Borrowers’ sole risk.


 


8.6.4            Defense
of Title to Collateral. Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein against all
Persons, claims and demands whatsoever, except Permitted Liens.


 


8.7            Power
of Attorney. Each Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such
Obligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee,
may, without notice and in either its or a Obligor’s name, but at the cost and expense of Obligors:


 


(a)            Endorse
a Obligor’s name on any Payment Item (including Chattel Paper and Instruments) or other proceeds of Collateral (including proceeds
of insurance) that come into Agent’s possession or control; and


 


(b)            During
an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by
legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify,
compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral;
(iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable;
(iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds
of Collateral; (v) prepare, file and sign a Obligor’s name to a proof of claim or other document in a bankruptcy of an Account
Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed
to a Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel
Paper, Document, Instrument, bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral;
(viii) use a Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use
information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims
under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s
acceptance or other instrument for which a Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate
to fulfill any Obligor’s obligations under the Loan Documents.


 






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Section 9.         REPRESENTATIONS
AND WARRANTIES


 


9.1            General
Representations and Warranties. To induce Agent and Lenders to enter into this Agreement and to make available the Commitments,
Loans and Letters of Credit, each Obligor represents and warrants that:


 


9.1.1            Organization
and Qualification. Each Obligor and Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization. Each Obligor and Subsidiary is duly qualified, authorized to do business and in good standing as a foreign corporation
in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect.


 


9.1.2            Power
and Authority. Each Obligor is duly authorized to execute, deliver and perform the Loan Documents delivered by it or to which it is
a party. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action, and do not (a) require
any consent or approval of any holders of Equity Interests of any Obligor, other than those already obtained; (b) contravene the
Organic Documents of any Obligor; (c) violate or cause a default under any Applicable Law or Material Contract; or (d) result
in or require the imposition of any Lien (other than Permitted Liens) on any Property of any Obligor.


 


9.1.3            Enforceability.
Each Loan Document is a legal, valid and binding obligation of each Obligor party thereto, enforceable in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.


 


9.1.4            Capital
Structure. Schedule 9.1.4 shows, for each Obligor and Subsidiary, its name, its jurisdiction of organization, its authorized
and issued Equity Interests, the holders of its Equity Interests, and all agreements binding on such holders with respect to their Equity
Interests. Except as disclosed on Schedule 9.1.4, in the five years preceding the Amendment No. 510
Closing Date, no Obligor or Subsidiary has acquired any substantial assets from any other Person nor been the surviving entity in a merger
or combination. Each Obligor has good title to its Equity Interests in its Subsidiaries, subject only to Agent’s Lien, and all such
Equity Interests are duly issued, fully paid and non-assessable. There are no outstanding purchase options, warrants, subscription rights,
agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to Equity Interests of any Obligor or
Subsidiary.


 


9.1.5            Title
to Properties; Priority of Liens. Each Obligor and Subsidiary has good and marketable title to (or valid leasehold interests in) all
of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered
to Agent or Lenders, in each case free of Liens except Permitted Liens. Each Obligor and Subsidiary has paid and discharged all lawful
claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. All Liens of Agent in the Collateral are duly
perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens.


 


9.1.6            Accounts.
Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect
thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate,
that:


 


(a)            it
is genuine and in all respects what it purports to be, and is not evidenced by a judgment;


 






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(b)            it
arises out of a completed, bona fide sale and delivery of goods in the Ordinary Course of Business, and substantially in accordance
with any purchase order, contract or other document relating thereto;


 


(c)            it
is for a sum certain, maturing as stated in the invoice covering such sale, a copy of which has been furnished or is available to Agent
on request;


 


(d)            it
is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition
except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without
contingency in any respect;


 


(e)            no
purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC,
the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice;


 


(f)            no
extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts
or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related thereto
and in the written reports submitted to Agent hereunder; and


 


(g)            to
the best of Borrowers’ knowledge, except as reflected on the written reports submitted to Agent hereunder, (i) there are no
facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (ii) the Account
Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards,
is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and
(iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have
a material adverse effect on the Account Debtor’s financial condition.


 


9.1.7            Financial
Statements. The consolidated and consolidating balance sheets, and related statements of income, cash flow and shareholder’s
equity, of Borrowers and Subsidiaries that have been and are hereafter delivered to Agent and Lenders, are prepared in accordance with
GAAP, and fairly present the financial positions and results of operations of Borrowers and Subsidiaries at the dates and for the periods
indicated. All projections delivered from time to time to Agent and Lenders have been prepared in good faith, based on reasonable assumptions
in light of the circumstances at such time. Since December 31, 2017, there has been no change in the condition, financial or otherwise,
of any Borrower or Subsidiary that could reasonably be expected to have a Material Adverse Effect. No financial statement delivered to
Agent or Lenders at any time contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make
such statement not materially misleading. Each Borrower and Subsidiary is Solvent.


 


9.1.8            Surety
Obligations. No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment
or performance of any obligation of any Person, except as permitted hereunder.


 






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9.1.9            Taxes.
Each Borrower and Subsidiary has filed all federal, state and local tax returns and other reports that it is required by law to file,
and has paid, or made provision for the payment of, all Taxes upon it, its income and its Properties that are due and payable, except
to the extent being Properly Contested. The provision for Taxes on the books of each Borrower and Subsidiary is adequate for all years
not closed by applicable statutes, and for its current Fiscal Year.


 


9.1.10          Brokers.
There are no brokerage commissions, finder’s fees or investment banking fees payable in connection with any transactions contemplated
by the Loan Documents, other than fees payable to Daroth Capital Advisors LLC in connection with the Jiffy Acquisition.


 


9.1.11          Intellectual
Property. Except as set forth on Schedule 9.1.11, each Borrower and Subsidiary owns or has the lawful right to use all Intellectual
Property necessary for the conduct of its business, without conflict with any rights of others. There is no pending or, to any Borrower’s
knowledge, threatened Intellectual Property Claim with respect to any Borrower, any Subsidiary or any of their Property (including any
Intellectual Property). Except as disclosed on Schedule 9.1.11, no Borrower or Subsidiary pays or owes any Royalty or other compensation
to any Person with respect to any Intellectual Property. All Intellectual Property owned, used or licensed by, or otherwise subject to
any interests of, any Borrower or Subsidiary is shown on Schedule 9.1.11.


 


9.1.12          Governmental
Approvals. Each Borrower and Subsidiary has, is in compliance in all material respects with, and is in good standing with respect
to, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties. All necessary import, export
or other licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect,
and Borrowers and Subsidiaries have complied with all foreign and domestic laws with respect to the shipment and importation of any goods
or Collateral, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.


 


9.1.13          Compliance
with Laws. Each Borrower and Subsidiary has duly complied, and its Properties and business operations are in compliance, in all material
respects with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. There
have been no citations, notices or orders of material noncompliance issued to any Borrower or Subsidiary under any Applicable Law. No
Inventory has been produced in violation of the FLSA.


 


9.1.14          Compliance
with Environmental Laws. Except as disclosed on Schedule 9.1.14, no Borrower’s or Subsidiary’s past or present
operations, Real Estate or other Properties are subject to any federal, state or local investigation to determine whether any remedial
action is needed to address any environmental pollution, hazardous material or environmental clean-up that could reasonably be expected
to have a Material Adverse Effect or to exceed $50,000. No Borrower or Subsidiary has received any Environmental Notice. No Borrower or
Subsidiary has any contingent liability with respect to any Environmental Release, environmental pollution or hazardous material on any
Real Estate now or previously owned, leased or operated by it that could reasonably be expected to have a Material Adverse Effect or to
exceed $50,000. The representations and warranties contained in the Environmental Agreement are true and correct on the Closing Date.


 


9.1.15          Burdensome
Contracts. No Borrower or Subsidiary is a party or subject to any contract, agreement or charter restriction that could reasonably
be expected to have a Material Adverse Effect. No Obligor or Subsidiary is party or subject to any Restrictive Agreement, except as shown
on Schedule 9.1.15. No such Restrictive Agreement conditions, restricts or prohibits the execution, delivery or performance of
any Loan Document, the incurrence or repayment of any Obligations or the granting of any Liens on any assets, by an Obligor.


 






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9.1.16          Litigation.
Except as shown on Schedule 9.1.16, there are no proceedings or investigations pending or, to any Borrower’s knowledge, threatened
against any Borrower or Subsidiary, or any of their businesses, operations, Properties, prospects or conditions, that (a) relate
to any Loan Documents or transactions contemplated thereby; or (b) could reasonably be expected to have a Material Adverse Effect
if determined adversely to any Borrower or Subsidiary. Except as shown on such Schedule, no Obligor has a Commercial Tort Claim (other
than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $100,000). No Borrower or Subsidiary is
in default with respect to any order, injunction or judgment of any Governmental Authority.


 


9.1.17          No
Defaults. No event or circumstance has occurred or exists that constitutes a Default or Event of Default. No Borrower or Subsidiary
is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute
a default, under any Material Contract to the best of its knowledge or in the payment of any Borrowed Money. There is no basis upon which
any party (other than a Borrower or Subsidiary) could terminate a Material Contract prior to its scheduled termination date.


 


9.1.18          ERISA.
Except as disclosed on Schedule 9.1.18:


 


		(i)	Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code,
and other federal and state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code
has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of
the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of
the Code, or an application for such a letter is currently being processed by the IRS. To the knowledge of Borrowers, nothing has occurred
that would prevent or cause the loss of such tax-qualified status.



 


		(ii)	There are no pending or, to the knowledge of Obligors, threatened claims, actions or lawsuits, or action
by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has
been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or
could reasonably be expected to have a Material Adverse Effect.



 


		(iii)	(i) No ERISA Event has occurred, and no Obligor or any ERISA Affiliate is aware of any fact, event
or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each
Obligor and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan,
no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the
most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of
the Code) is 60% or higher and no Obligor or any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected
to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) no
Obligor or any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium
payments which have become due that are unpaid; (v) no Obligor or any ERISA Affiliate has engaged in a transaction that could be
subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator
thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute
proceedings under Title IV of ERISA to terminate any Pension Plan.



 


		(iv)	With respect to any Foreign Plan, (i) all employer and employee contributions required by law or
by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the
fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance,
or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for
the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions
and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles;
and (iii) it has been registered as required and has been maintained in good standing with applicable regulatory authorities.



 






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		(v)	No Obligor or any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute
to, or liability under, any active or terminated Pension Plan other than those listed on Schedule 9.1.18 hereto.



 


9.1.19          Trade
Relations. There exists no actual or threatened termination, limitation or modification of any business relationship between any Borrower
or Subsidiary and any customer or supplier, or any group of customers or suppliers, that individually or in the aggregate would cause
a Material Adverse Effect. There exists no condition or circumstance that could reasonably be expected to impair the ability of any Borrower
or Subsidiary to conduct its business at any time hereafter in substantially the same manner as conducted on the Amendment No. 5
Closing Date.


 


9.1.20          Labor
Relations. Except as described on Schedule 9.1.20, no Borrower or Subsidiary is party to or bound by any collective bargaining
agreement, management agreement or consulting agreement. There are no material grievances, disputes or controversies with any union or
other organization of any Borrower’s or Subsidiary’s employees, or, to any Borrower’s knowledge, any asserted or threatened
strikes, work stoppages or demands for collective bargaining that could reasonably be expected to have a Material Adverse Effect.


 


9.1.21          Payable
Practices. Except in the Ordinary Course of Business, no Borrower or Subsidiary has made any material change in its historical accounts
payable practices from those in effect on the Amendment No. 5 Closing Date.


 


9.1.22          Not
a Regulated Entity. No Obligor is (a) an “investment company” or a “person directly or indirectly controlled
by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940; or (b) subject to
regulation under the Federal Power Act, the Interstate Commerce Act, any public utilities code or any other Applicable Law regarding its
authority to incur Debt.


 






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9.1.23          Margin
Stock. No Borrower or Subsidiary is engaged, principally or as one of its important activities, in the business of extending credit
for the purpose of purchasing or carrying any Margin Stock. No Loan proceeds or Letters of Credit will be used by Borrowers to purchase
or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations
T, U or X of the Board of Governors.


 


9.1.24          OFAC.
No Borrower, Subsidiary or, to the knowledge of any Borrower or Subsidiary, any director, officer, employee, agent, affiliate or representative
thereof, is an individual or entity currently the subject of any Sanctions. No Borrower or Subsidiary is located, organized or resident
in a Designated Jurisdiction.


 


9.2            Complete
Disclosure. No Loan Document contains any untrue statement of a material fact, nor fails to disclose any material fact
necessary to make the statements contained therein not materially misleading. There is no fact or circumstance that any Obligor has failed
to disclose to Agent in writing that could reasonably be expected to have a Material Adverse Effect.


 


Section 10.       COVENANTS
AND CONTINUING AGREEMENTS


 


10.1            Affirmative
Covenants. As long as any Commitments or Obligations are outstanding, each Obligor shall, and shall cause each Subsidiary
to:


 


10.1.1          Inspections;
Appraisals.


 


(a)            Permit
Agent, or its representatives or designees, from time to time, subject (except when a Default or Event of Default exists) to reasonable
notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from
any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent
accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders
may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor
to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all
inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon
them.


 


(b)            Reimburse
Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or
any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory
and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a
Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits.
Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that
an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal
appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850
per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals
at any time in its discretion, nor to use third parties for such purposes.


 






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10.1.2          Financial
and Other Information. Keep adequate records and books of account with respect to its business activities, in which proper entries
are made in accordance with GAAP reflecting all financial transactions; and furnish to Agent and Lenders:


 


(a)            as
soon as available, and in any event within 120 days after the close of each Fiscal Year, balance sheets as of the end of such Fiscal Year
and the related statements of income, cash flow and shareholders’ equity for such Fiscal Year, on consolidated and consolidating
bases for (i) Borrowers and Subsidiaries, which consolidated statements shall be audited and certified (without qualification) by
CohnReznick LLP or another firm of independent certified public accountants of recognized standing selected by Borrowers and acceptable
to Agent, and shall set forth in comparative form corresponding figures for the preceding Fiscal Year and other information acceptable
to Agent, and a copy of the annual report on Form 10-K if any Obligor is a reporting entity and (ii) of Universal which consolidated
statements shall be audited and certified (without qualification) by Smith & Williamson LLP or another firm of chartered accountants
of recognized standing selected by Borrowers and acceptable to Agent, and shall set forth in comparative form corresponding figures for
the preceding Fiscal Year and other information acceptable to Agent;


 


(b)            as
soon as available, and in any event within 30 days after the end of each month (but within 60 days after the last month in a Fiscal Quarter
and within 90 days after the last month in a Fiscal Year), unaudited balance sheets as of the end of such month and the related statements
of income and cash flow for such month and for the portion of the Fiscal Year then elapsed, (i) on consolidated and consolidating
bases for Borrowers and Subsidiaries (which consolidating statements shall be prepared by Borrowers), setting forth in comparative form
corresponding figures for the preceding Fiscal Year and certified by the chief financial officer of Borrower Agent as prepared in accordance
with GAAP and fairly presenting the financial position and results of operations for such month and period, subject to normal year-end
adjustments and the absence of footnotes, and a copy of the quarterly report on Form 10-Q if any Obligor is a reporting entity; and
(ii) on consolidated and consolidating bases for Universal, setting forth in comparative form corresponding figures for the preceding
Fiscal Year and certified by the chief financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting the
financial position and results of operations for such month and period, subject to normal year-end adjustments and the absence of footnotes;


 


(c)            concurrently
with delivery of financial statements under clauses (a) and (b) above (in the case of clause (b) when no Reporting Trigger
Period is in effect, only for the last month in each Fiscal Quarter), or more frequently if requested by Agent while a Default or Event
of Default exists, a Compliance Certificate executed by the chief financial officer of Borrower Agent;


 


(d)            concurrently
with delivery of financial statements under clause (a) above, copies of all management letters and other material reports submitted
to Borrowers by their accountants in connection with such financial statements;


 


(e)            not
later than 60 days prior to the end of each Fiscal Year, projections of Borrowers’ consolidated balance sheets, results of operations,
cash flow and Availability for the next three Fiscal Years of Borrowers, in which the first Fiscal Year shall be on a monthly basis and
the next two Fiscal Years shall be on an annual basis;


 


(f)            within
20 days after the end of each month, each Obligor shall provide Agent with (i) a detailed trade payable aging, as of the end of the
prior month and at Agent’s request, a listing of each such Obligor’s trade payables, specifying the trade creditor and balance
due, all in form reasonably satisfactory to Agent, and (ii) a detailed listing of Inventory by location, including details of any
inventory in-transit to such Obligor, as of the end of the prior month, all in form reasonably satisfactory to Agent;


 






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(g)            promptly
after the sending or filing thereof, copies of any proxy statements, financial statements or reports that any Obligor has made generally
available to its shareholders; copies of any regular, periodic and special reports or registration statements or prospectuses that any
Obligor files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies
of any press releases or other statements made available by an Obligor to the public concerning material changes to or developments in
the business of such Obligor;


 


(h)            promptly
after the sending or filing thereof, copies of any annual report to be filed in connection with each Plan or Foreign Plan;


 


(i)             such
other reports and information (financial or otherwise) as Agent may request from time to time in connection with any Collateral or any
Borrower’s, Subsidiary’s or other Obligor’s financial condition or business; and


 


10.1.3          Notices.
Notify Agent and Lenders in writing, promptly after a Borrower’s obtaining knowledge thereof, of any of the following that affects
an Obligor: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse
determination could have a Material Adverse Effect; (b) any pending or threatened labor dispute, strike or walkout, or the expiration
of any material labor contract; (c) any default under or termination of a Material Contract; (d) the existence of any Default
or Event of Default; (e) any judgment in an amount exceeding $250,000 not covered by insurance; (f) the assertion of any Intellectual
Property Claim, if an adverse resolution could have a Material Adverse Effect; (g) any violation or asserted violation of any Applicable
Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could have a Material Adverse Effect; (h) any
Environmental Release by an Obligor or on any Property owned, leased or occupied by an Obligor; or receipt of any Environmental Notice;
(i) the occurrence of any ERISA Event; (j) the discharge of or any withdrawal or resignation by Borrowers’ independent
accountants; (k) any opening of a new office or place of business, at least 30 days prior to such opening; or (l) notices of
any claims or actions against any Obligor in excess of $25,000 relating to WMC; and after the occurrence of any of the foregoing, provide
status updates and copies of documents as reasonably requested by Agent.


 


10.1.4          Landlord
and Storage Agreements. Upon request, provide Agent with copies of all existing agreements, and promptly after execution thereof provide
Agent with copies of all future agreements, between an Obligor and any landlord, warehouseman, processor, shipper, bailee or other Person
that owns any premises at which any Collateral may be kept or that otherwise may possess or handle any Collateral.


 






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10.1.5          Compliance
with Laws. Comply with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and laws regarding
collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its
business, unless failure to comply (other than failure to comply with Anti-Terrorism Laws) or maintain could not reasonably be expected
to have a Material Adverse Effect. Without limiting the generality of the foregoing, if any Environmental Release occurs at or on any
Properties of any Borrower or Subsidiary, it shall act promptly and diligently to investigate and report to Agent and all appropriate
Governmental Authorities the extent of, and to make appropriate remedial action to eliminate, such Environmental Release, whether or not
directed to do so by any Governmental Authority.


 


10.1.6          Taxes.
Pay and discharge all Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly
Contested.


 


10.1.7          Insurance.
In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers (with a Best Rating of at
least A7, unless otherwise approved by Agent) satisfactory to Agent, (a) with respect to the Properties and business of Borrowers
and Subsidiaries of such type (including product liability, workers’ compensation, larceny, embezzlement, or other criminal misappropriation
insurance), in such amounts, and with such coverages and deductibles as are customary for companies similarly situated; and (b) business
interruption insurance in an amount not less than $2,000,000, with deductibles and subject to an Insurance Assignment satisfactory to
Agent.


 


10.1.8          Licenses.
Keep each License affecting any Collateral (including the manufacture, distribution or disposition of Inventory) or any other material
Property of Borrowers and Subsidiaries in full force and effect; promptly notify Agent of any proposed modification to any such License,
or entry into any new License, in each case at least 30 days prior to its effective date; pay all Royalties when due; and notify Agent
of any default or breach asserted by any Person to have occurred under any License.


 


10.1.9          Future
Subsidiaries. Promptly notify Agent upon any Person becoming a Subsidiary and, if such Person is not a Foreign Subsidiary promptly
(but within 30 days or such later date as is agreed by the Agent) cause it to be joined to this Agreement, at the option of the Agent,
as a Borrower or a Guarantor of the Obligations in a manner satisfactory to Agent, and to execute and deliver such documents, instruments
and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent (for the benefit
of Secured Parties) on all assets of such Person, including delivery of such legal opinions, in form and substance satisfactory to Agent,
as Agent shall deem appropriate. If such a Person is a Foreign Subsidiary, upon request of the Agent, promptly (but within 30 days or
such later date as is agreed by the Agent) deliver 65% of the Equity Interests of such Foreign Subsidiary to the Agent, along with such
documents (including a pledge agreement and stock powers executed in blank) reasonably requested by Agent to obtain and perfect a Lien
on such Equity Interests for the benefit of Agent and the Secured Parties.


 


10.1.10        Depository
Bank. Other than Foreign Subsidiaries, maintain Capital One as its principal depository bank, including for the maintenance of operating,
collection, disbursement and other deposit accounts and Cash Management Services.


 


10.1.11        Anti-Money
Laundering. Promptly following any request therefor, deliver information and documentation reasonably requested by the Agent or any
Lender for purposes of compliance with applicable “know your customer” requirements under the US PATRIOT Act, the beneficial
ownership requirements under 31 C.F.R. § 1010.230 or other applicable anti-money laundering laws.


 


10.2            Negative
Covenants. As long as any Commitments or Obligations are outstanding, each Obligor shall not, and shall cause each Subsidiary
not to:


 


10.2.1          Permitted
Debt. Create, incur, guarantee or suffer to exist any Debt, except:


 


(a)            the
Obligations;


 






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(b)            Subordinated
Debt;


 


(c)            Permitted
Purchase Money Debt;


 


(d)            Borrowed
Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing
Date and not satisfied with proceeds of the initial Loans;


 


(e)            Bank
Product Debt;


 


(f)             Debt
that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long
as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $500,000
in the aggregate at any time;


 


(g)            Permitted
Contingent Obligations;


 


(h)            Refinancing
Debt as long as each Refinancing Condition is satisfied;


 


(i)             Debt
that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $250,000 in the aggregate
at any time; and


 


(j)             Debt
of Universal with respect to the Overdraft Facility not to exceed $300,000 at any time outstanding.


 


10.2.2            Permitted
Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”):


 


(a)            Liens
in favor of Agent;


 


(b)            Purchase
Money Liens securing Permitted Purchase Money Debt;


 


(c)            Liens
for Taxes not yet due or being Properly Contested;


 


(d)            non-consensual,
possessory or statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only
if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not
materially impair the value or use of the Property or materially impair operation of the business of any Borrower or Subsidiary;


 


(e)            Liens
incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts (except those
relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government
contracts, as long as such Liens are at all times junior to Agent’s Liens;


 


(f)            Liens
arising in the Ordinary Course of Business that are subject to Lien Waivers;


 


(g)            Liens
arising by virtue of a judgment or judicial order against any Borrower or Subsidiary, or any Property of a Borrower or Subsidiary, as
long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times
junior to Agent’s Liens;


 



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(h)           easements,
rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do
not secure any monetary obligation and do not interfere with the Ordinary Course of Business;


 


(i)             Liens
on assets of Universal to secure Debt under the Overdraft Facility;


 


(j)             normal
and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the
course of collection; and


 


(k)            other
Liens existing on the date hereof and shown on Schedule 10.2.2.


 


10.2.3        [Reserved].


 


10.2.4        Distributions;
Upstream Payments; Executive Compensation. Declare or make any Distributions or pay executive compensation, except (a) Upstream
Payments, (b) Distributions of Equity Interests that do not result in a Change of Control, (c) executive compensation, including
incentive compensation, and management and directors’ fees and expenses consistent with past practice and, in the case of incentive
compensation, with any incentive plans approved by the Board of Directors of P&F as set forth on Schedule 10.2.4 or as subsequently
approved by such Board (or a committee thereof) and such Board’s independent compensation consultant reasonably satisfactory to
Agent, (d) Distributions in the form of the redemption or repurchase of the Equity Interests of P&F so long as the Payment Conditions
are satisfied, (e) Distributions to the holders of the Equity Interests of P&F so long as the Payment Conditions are satisfied,
and (f) the Fidelity Transaction, provided that (x) no Default or Event of Default exists before or after giving effect to the
Fidelity Transaction, (y) Availability is not less than $2,500,000 after giving effect to the Fidelity Transaction and (z) the
Fixed Charge Coverage Ratio as of the month end immediately preceding the consummation of the Fidelity Transaction (determined for the
then ending twelve month period) is not less than 1.00 to 1.00; or create or suffer to exist any encumbrance or restriction on the ability
of a Subsidiary to make any Upstream Payment, except for restrictions under the Loan Documents, under Applicable Law or in effect on the
Closing Date as shown on Schedule 9.1.15.


 


10.2.5        Restricted
Investments. Make any Investment other than a Permitted Investment; provided that none of the Accounts or Inventory purchased or otherwise
acquired pursuant to an Acquisition shall be included in the calculation of the Borrowing Base until Agent has conducted field examinations
and appraisals (which field examinations and appraisals shall be at the expense of the Borrowers and shall not count towards the limits
set forth in Section 10.1.1) reasonably required by it with results reasonably satisfactory to Agent, and the Person owning
such Equipment, Accounts and Inventory shall be a (directly or indirectly) wholly-owned Subsidiary of the Borrowers and have become a
Borrower or, at the option of Agent, as a Guarantor.


 


10.2.6        Disposition
of Assets. Make any Asset Disposition, except a Permitted Asset Disposition, a disposition of Equipment under Section 8.4.2,
or a transfer of Property by a Subsidiary or Obligor to a Borrower.


 


10.2.7        Loans.
Make any loans or other advances of money to any Person, except (a) advances to an officer or employee for salary, travel expenses,
commissions and similar items in the Ordinary Course of Business; (b) prepaid expenses and extensions of trade credit made in the
Ordinary Course of Business; (c) deposits with financial institutions permitted hereunder; (d) intercompany loans by a Borrower
or Guarantor to another Borrower or from a Guarantor to another Guarantor or from a Subsidiary that is not an Obligor to an Obligor (provided,
that the terms thereof are reasonably satisfactory to Agent); (e) from a Borrower to a Guarantor in the Ordinary Course of Business
and not to exceed $500,000 at any time outstanding with respect to all loans from all Borrowers to all Guarantors and (f)  Permitted
Investments.


 






     
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10.2.8        Restrictions
on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance
or acquisition) with respect to any (a) Subordinated Debt, except regularly scheduled payments of principal, interest and fees, but
only to the extent permitted under any subordination agreement relating to such Debt (and a Senior Officer of Borrower Agent shall certify
to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied);
or (b) Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing such Debt as in effect on
the Closing Date or, if later, when entered into (or, in each case, as amended thereafter with the consent of Agent) except payments made
in connection with a Permitted Asset Disposition in satisfaction of Permitted Liens on the Equipment or Real Estate that is the subject
of such Asset Disposition.


 


10.2.9        Fundamental
Changes. (a) Merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case
whether in a single transaction or in a series of related transactions, except for (i) Permitted Acquisitions, (ii) mergers
or consolidations of a wholly-owned Subsidiary with another wholly-owned Subsidiary (provided that if either Subsidiary is an Obligor,
the surviving Subsidiary shall be an Obligor) or into a Borrower, and (iii) liquidations or dissolutions of Immaterial Subsidiaries;
(b) change its name or conduct business under any fictitious name; (c) change its tax, charter or other organizational identification
number; or (d) change its form or state of organization. Notwithstanding the foregoing, ATSCO may change its legal name, provided
that Agent shall have received prior written notice and within ten (10) days of the effective date of such name change, a duly authorized
amendment to such Obligor’s certificate of incorporation certified by the Secretary of State of the State of Delaware reflecting
and confirming such change of name.


 


10.2.10      Subsidiaries.
Form or acquire any Subsidiary after the Closing Date, except in accordance with Sections 10.1.9 and 10.2.5; or permit
any existing Subsidiary to issue any additional Equity Interests except director’s qualifying shares.


 


10.2.11      Organic
Documents. Amend, modify or otherwise change any of its Organic Documents as in effect on the Closing Date, except for new agreements,
amendments, modifications or other changes that do not adversely affect the rights and privileges of any Borrower or Obligor, or its Subsidiaries,
and do not adversely affect the ability of a Borrower, Obligor or a Domestic Subsidiary to borrower hereunder or to amend, modify, renew
or supplement the terms of this Agreement or any of the other Loan Documents, or otherwise adversely affect the interest of Agent or the
Lenders and so long as at the time of such amendment, modification or change, no Default or Event of Default shall exist or have occurred
and be continuing.


 


10.2.12      Tax
Consolidation. File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and Subsidiaries
and WMC.


 


10.2.13      Accounting
Changes. Make any material change in accounting treatment or reporting practices, except as required by GAAP and in accordance with
Section 1.2; or change its Fiscal Year.


 


10.2.14      Restrictive
Agreements. Become a party to any Restrictive Agreement, except a Restrictive Agreement (a) in effect on the Closing Date and
set forth on Schedule 9.1.15; (b) relating to secured Debt permitted hereunder, as long as the restrictions apply only to
collateral for such Debt or a Foreign Subsidiary that is an obligor with respect to such Debt; or (c) constituting customary restrictions
on assignment in leases and other contracts.


 






     
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10.2.15      Hedging
Agreements. Enter into any Hedging Agreement, except to hedge risks arising in the Ordinary Course of Business and not for speculative
purposes.


 


10.2.16      Conduct
of Business. Engage in any business, other than its business as conducted on the Amendment No. 5 Closing Date and any business
reasonably related, ancillary or complimentary to such business.


 


10.2.17      Affiliate
Transactions. Enter into or be party to any transaction with an Affiliate, except (a) transactions contemplated by the Loan Documents;
(b) payment of reasonable compensation to officers and employees for services actually rendered (including executive compensation
and incentive compensation in accordance with Section 10.2.4) and loans and advances permitted by Section 10.2.7;
(c) payment of customary directors’ fees and indemnities; (d) transactions solely among Borrowers or solely among Guarantors;
(e) transactions among Borrowers and Guarantors provided that they do not involve in the aggregate the transfer of assets or value
to one or more Guarantors having a value in excess of $250,000 at any one time outstanding; (f) transactions that were consummated
prior to the Closing Date, as shown on Schedule 10.2.17; (g) an agreement between Richard A. Horowitz and the Board of Directors
of P&F dated February 14, 2019, regarding, among other things, voting and other limitations, and (h) transactions with Affiliates
(other than WMC, except as provided in Section 10.2.20) in the Ordinary Course of Business, upon fair and reasonable terms
fully disclosed to Agent and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate.


 


10.2.18      Plans.
Become party to any Multiemployer Plan or Foreign Plan, other than any in existence on the Closing Date.


 


10.2.19      Amendments
to Subordinated Debt. Amend, supplement or otherwise modify any document, instrument or agreement relating to any Subordinated Debt,
if such modification (a) increases the principal balance of such Debt, or increases any required payment of principal or interest;
(b) accelerates the date on which any installment of principal or any interest is due, or adds any additional redemption, put or
prepayment provisions; (c) shortens the final maturity date or otherwise accelerates amortization; (d) increases the interest
rate; (e) increases or adds any fees or charges; (f) modifies any covenant in a manner or adds any representation, covenant
or default that is more onerous or restrictive in any material respect for any Borrower or Subsidiary, or that is otherwise materially
adverse to any Borrower, any Subsidiary or Lenders; (g) results in the Obligations not being fully benefited by the subordination
provisions applicable thereto or (h) results in the Obligations not constituting “Senior Debt” under any applicable subordination
agreement.


 


10.2.20      WMC.
No Obligor shall (i) transfer any assets or make any loans to, or Investments in WMC, (ii) assume, become obligated for or satisfy
any obligations of WMC, (ii) resume any of the operations or business of WMC or (iv) use the names or other assets of WMC in
its business or operations except for payment of reasonable expense, including without limitation legal and accounting fees, in connection
with the winding up or dissolution of WMC.


 


10.2.21      Immaterial
Subsidiaries. No Immaterial Subsidiary may be designated as a Material Subsidiary or acquire (or own) assets, incur debt or have revenue
that would cause such Immaterial Subsidiary (or all Immaterial Subsidiaries, as the case may be) to exceed any of the limits set forth
in the definition of “Immaterial Subsidiaries” without the prior written consent of the Agent. In connection with providing
its consent, Agent may require such resolutions, certificates, Organic Documents, lien searches and opinions relating thereto as reasonably
requested by Agent.


 






     
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10.3        Financial
Covenants. As long as any Commitments or Obligations are outstanding, Borrowers shall:


 


10.3.1        [Reserved].


 


10.3.2        Fixed
Charge Coverage Ratio. During any Reporting Trigger Period, maintain a Fixed Charge Coverage Ratio of not less than 1.00 to 1.00 as
of the end of each Measurement Period.


 


Section 11.   EVENTS
OF DEFAULT; REMEDIES ON DEFAULT


 


11.1        Events
of Default. Each of the following shall be an “Event of Default” hereunder, if the same shall occur
for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise:


 


(a)            A
Borrower fails to pay any Obligations when due (whether at stated maturity, on demand, upon acceleration or otherwise);


 


(b)           Any
representation, warranty or other written statement of an Obligor made in connection with any Loan Documents or transactions contemplated
thereby is incorrect or misleading in any material respect when given;


 


(c)            A
Borrower breaches or fail to perform any covenant contained in Section 7.2, 7.3, 7.4, 7 .5, 7.7, 8.1, 8.2.4, 8.2.5, 8.5, 8.6.2,
10.1.1, 10.1.2, 10.1.3 (d), 10.2 or 10.3;


 


(d)           An
Obligor breaches or fails to perform any other covenant contained in any Loan Documents, and such breach or failure is not cured within
30 days after a Senior Officer of such Obligor has knowledge thereof or receives notice thereof from Agent, whichever is sooner; provided,
however, that such notice and opportunity to cure shall not apply if the breach or failure to perform is not capable of being cured
within such period or is a willful breach by an Obligor;


 


(e)            A
Guarantor repudiates, revokes or attempts to revoke its Guaranty; an Obligor or third party denies or contests the validity or enforceability
of any Loan Documents or Obligations, or the perfection or priority of any Lien granted to Agent; or any Loan Document ceases to be in
full force or effect for any reason (other than a waiver or release by Agent and Lenders);


 


(f)            Any
breach or default of an Obligor occurs under any document, instrument or agreement to which it is a party or by which it or any of its
Properties is bound, relating to any Debt (other than the Obligations) in excess of $500,000, if the maturity of or any payment with respect
to such Debt may be accelerated or demanded due to such breach;


 


(g)           Any
unsatisfied judgment or order for the payment of money is entered against an Obligor in an amount that exceeds, individually or cumulatively
with all unsatisfied judgments or orders against all Obligors, $500,000 (net of any insurance coverage therefor acknowledged in writing
by the insurer), unless a stay of enforcement of such judgment or order is in effect, by reason of a pending appeal or otherwise;


 



     
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(h)           A
loss, theft, damage or destruction occurs with respect to any Collateral if the amount not covered by insurance exceeds $600,000 ($800,000
in the case of hurricane damage to any Collateral);


 


(i)             An
Obligor is enjoined, restrained or in any way prevented by any Governmental Authority from conducting any part of its business that could
reasonably be expected to have a Material Adverse Effect; an Obligor suffers the loss, revocation or termination of any material license,
permit, lease or agreement necessary to its business; there is a cessation of any material part of an Obligor’s business for a material
period of time; any material Collateral or Property of an Obligor is taken or impaired through condemnation; an Obligor agrees to or commences
any liquidation, dissolution or winding up of its affairs; or an Obligor is not Solvent;


 


(j)             An
Insolvency Proceeding is commenced by an Obligor; an Obligor makes an offer of settlement, extension or composition to its unsecured creditors
generally; a trustee is appointed to take possession of any substantial Property of or to operate any of the business of an Obligor; or
an Insolvency Proceeding is commenced against an Obligor and: the Obligor consents to institution of the proceeding, the petition commencing
the proceeding is not timely contested by the Obligor, the petition is not dismissed within 30 days after filing, or an order for relief
is entered in the proceeding;


 


(k)             An
ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted or could reasonably be expected to result in
liability of an Obligor to a Pension Plan, Multiemployer Plan or PBGC in excess of $250,000, or that constitutes grounds for appointment
of a trustee for or termination by the PBGC of any Pension Plan or Multiemployer Plan; an Obligor or ERISA Affiliate fails to pay when
due any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan; or any
event similar to the foregoing occurs or exists with respect to a Foreign Plan;


 


(l)             An
Obligor or any of its Senior Officers is criminally indicted or convicted for (i) a felony committed in the conduct of the Obligor’s
business, or (ii) violating any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of 1986
and Illegal Exportation of War Materials Act) that could lead to forfeiture of any material Property or any Collateral;


 


(m)           A
Change of Control occurs; or any event occurs or condition exists that has a Material Adverse Effect; or


 


(n)           Any
material provision of any subordination provision applicable to any Subordinated Debt in excess of an aggregate of $500,000, ceases to
be in full force and effect; or any Obligor contests in any manner the validity or enforceability of any such provision; or any Obligor
breaches any such provision.


 


11.2        Remedies
upon Default. If an Event of Default described in Section 11.1(j) occurs with respect to any Borrower,
then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically
due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event
of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following
from time to time:


 


(a)            declare
any Obligations immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or
notice of any kind, all of which are hereby waived by Obligors to the fullest extent permitted by law;


 






     
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(b)            terminate,
reduce or condition any Commitment, or make any adjustment to the Borrowing Base;


 


(c)            require
Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due
and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders)
advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions
in Section 6 are satisfied); and


 


(d)           exercise
any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured
party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Obligors
to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any
premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by an Obligor,
Obligors agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after
any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in
lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Obligor agrees that 10 days' notice of any
proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any
Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall
have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase
any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and
set off the amount of such price against the Obligations.


 


11.3        License.
Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty
or other compensation to any Person) any or all Intellectual Property of Obligors, computer hardware and software, trade secrets, brochures,
customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing,
selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral. Each Obligor’s
rights and interests under Intellectual Property shall inure to Agent’s benefit.


 


11.4        Setoff.
At any time during an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest
extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such
Lender or such Affiliate to or for the credit or the account of an Obligor against any Obligations, irrespective of whether or not Agent, Issuing
Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations
may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different
from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender
shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to Agent for further application
in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender
from its other funds and deemed to be held in trust for the benefit of Agent and the Lenders and (b) the Defaulting Lender shall
provide promptly to Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised
such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition
to other rights and remedies (including other rights of setoff) that such Person may have.


 






     
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11.5        Remedies
Cumulative; No Waiver.


 


11.5.1        Cumulative
Rights. All agreements, warranties, guaranties, indemnities and other undertakings of Borrowers or Obligors under the Loan Documents
are cumulative and not in derogation of each other. The rights and remedies of Agent and Lenders are cumulative, may be exercised at any
time and from time to time, concurrently or in any order, and are not exclusive of any other rights or remedies available by agreement,
by law, at equity or otherwise. All such rights and remedies shall continue in full force and effect until Full Payment of all Obligations.


 


11.5.2        Waivers.
No waiver or course of dealing shall be established by (a) the failure or delay of Agent or any Lender to require strict performance
by Obligors with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the
making of any Loan or issuance of any Letter of Credit during a Default, Event of Default or other failure to satisfy any conditions precedent;
or (c) acceptance by Agent or any Lender of any payment or performance by an Obligor under any Loan Documents in a manner other than
that specified therein. It is expressly acknowledged by Obligors that any failure to satisfy a financial covenant on a measurement date
shall not be cured or remedied by satisfaction of such covenant on a subsequent date.


 


Section 12.   AGENT


 


12.1        Appointment,
Authority and Duties of Agent.


 


12.1.1        Appointment
and Authority. Each Secured Party appoints and designates Capital One as Agent under all Loan Documents. Agent may, and each Secured
Party authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for
the benefit of Secured Parties. Each Secured Party agrees that any action taken by Agent or Required Lenders in accordance with the provisions
of the Loan Documents, and the exercise by Agent or Required Lenders of any rights or remedies set forth therein, together with all other
powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. Without limiting the generality of
the foregoing, Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with
respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan
Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor or other
Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents,
and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement
Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise.
The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Secured
Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized
to determine whether any Accounts or Inventory constitute Eligible Accounts, Eligible In-Transit Inventory or Eligible Inventory, or whether
to impose or release any reserve, or whether any conditions to funding or to issuance of a Letter of Credit have been satisfied, which
determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to any Lender or other Person for any error
in judgment.


 


12.1.2        Duties.
Agent shall not have any duties except those expressly set forth in the Loan Documents. The conferral upon Agent of any right shall not
imply a duty on Agent’s part to exercise such right, unless instructed to do so by Required Lenders in accordance with this Agreement.


 






     
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12.1.3        Agent
Professionals. Agent may perform its duties through agents and employees. Agent may consult with and employ Agent Professionals, and
shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent
Professional. Agent shall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected
by it with reasonable care.


 


12.1.4        Instructions
of Required Lenders. The rights and remedies conferred upon Agent under the Loan Documents may be exercised without the necessity
of joinder of any other party, unless required by Applicable Law. Agent may request instructions from Required Lenders or other Secured
Parties with respect to any act (including the failure to act) in connection with any Loan Documents, and may seek assurances to its satisfaction
from any or all Secured Parties of their indemnification obligations against all Claims that could be incurred by Agent in connection
with any act. Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Agent shall not
incur liability to any Person by reason of so refraining. Instructions of Required Lenders shall be binding upon all Secured Parties,
and no Secured Party shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting in
accordance with the instructions of Required Lenders. Notwithstanding the foregoing, instructions by and consent of Secured Parties shall
be required in the circumstances described in Section 14.1.1. In no event shall Agent be required to take any action that,
in its opinion, is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to personal liability.


 


12.2        Agreements
Regarding Collateral and Field Examination Reports.


 


12.2.1        Lien
Releases; Care of Collateral. Secured Parties authorize Agent to release any Lien with respect to any Collateral (a) upon Full
Payment of the Obligations; (b) that is the subject of an Asset Disposition which Borrowers certify in writing to Agent is a Permitted
Asset Disposition or a Lien which Borrowers certify is a Permitted Lien entitled to priority over Agent’s Liens (and Agent may rely
conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral; or
(d) with the written consent of all Lenders. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien
permitted hereunder. Agent shall have no obligation to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected
or insured, nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular
priority, nor to exercise any duty of care with respect to any Collateral.


 


12.2.2        Possession
of Collateral. Agent and Secured Parties appoint each Lender as agent (for the benefit of Secured Parties) for the purpose of perfecting
Liens in any Collateral held or controlled by such Lender, to the extent such Liens are perfected by possession or control. If any Lender
obtains possession or control of any Collateral, it shall notify Agent thereof and, promptly upon Agent’s request, deliver such
Collateral to Agent or otherwise deal with it in accordance with Agent’s instructions.


 


12.2.3        Reports.
Agent shall promptly forward to each Lender, when complete, copies of any field audit, examination or appraisal report prepared by or
for Agent with respect to any Obligor or Collateral (“Report”). Each Lender agrees (a) that neither Capital One
nor Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall not be liable for any information
contained in or omitted from any Report; (b) that the Reports are not intended to be comprehensive audits or examinations, and that
Agent or any other Person performing any audit or examination will inspect only specific information regarding Obligations or the Collateral
and will rely significantly upon Borrowers’ books and records as well as upon representations of Borrowers’ officers and employees;
and (c) to keep all Reports confidential and strictly for such Lender’s internal use, and not to distribute any Report (or
the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants) or use any Report in any manner
other than administration of the Loans and other Obligations. Each Lender shall indemnify and hold harmless Agent and any other Person
preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Report, as well as from
any Claims arising as a direct or indirect result of Agent furnishing a Report to such Lender.


 






     
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12.3        Reliance
By Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other
communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.


 


12.4        Action
Upon Default. Agent shall not be deemed to have knowledge of any Default or Event of Default, or of any failure to satisfy
any conditions in Section 6, unless it has received written notice from a Borrower or a Lender specifying the occurrence and
nature thereof. If any Lender acquires knowledge of a Default, Event of Default or failure of such conditions, it shall promptly notify
Agent and the other Lenders thereof in writing. Each Secured Party agrees that, except as otherwise provided in any Loan Documents or
with the written consent of Agent and Required Lenders, it will not take any Enforcement Action, accelerate Obligations (other than Secured
Bank Product Obligations), or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales,
UCC sales or other similar dispositions of Collateral or to assert any rights relating to any Collateral. Notwithstanding the foregoing,
however, a Secured Party may take action to preserve or enforce its rights against an Obligor where a deadline or limitation period is
applicable that would, absent such action, bar enforcement of Obligations held by such Secured Party, including the filing of proofs of
claim in an Insolvency Proceeding.


 


12.5        Ratable
Sharing. If any Lender shall obtain any payment or reduction of any Obligation, whether through set-off or otherwise, in
excess of its share of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.6.1, as applicable,
such Lender shall forthwith purchase from Agent, Issuing Bank and the other Lenders such participations in the affected Obligation
as are necessary to cause the purchasing Lender to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.6.1,
as applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without interest. No Lender shall set off against any Dominion Account
without the prior consent of Agent. The Pro Rata sharing provisions of this Section shall not be construed to apply to (a) any
payment made by or on behalf of Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application
of funds arising from the existence of a Defaulting Lender), (b) the application of Cash Collateral provided for in Section 2.3.3,
(c) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolver Loans
or subparticipations in LC Obligations or Swingline Loans to any assignee or participant (to the extent permitted hereunder) or (d) any
payment made in respect of, and to any Lender participating in, any additional loan facility arising under any amendment of this Agreement.


 






     
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12.6        Indemnification
of Agent Indemnitees. EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES,
TO THE EXTENT NOT REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF CREDIT PARTIES UNDER ANY LOAN DOCUMENTS),
ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY AGENT INDEMNITEE OR ISSUING BANK INDEMNITEE,
PROVIDED THAT ANY CLAIM AGAINST AN AGENT INDEMNITEE RELATES TO OR ARISES FROM ITS ACTING AS OR FOR AGENT (IN THE CAPACITY OF AGENT).
In Agent’s discretion, it may reserve for any Claims made against an Agent Indemnitee or Issuing Bank Indemnitee, and may satisfy
any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds
to Secured Parties. If Agent is sued by any receiver, bankruptcy trustee, debtor-in-possession or other Person for any alleged preference
or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding, together with all interest, costs
and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to Agent by each Lender to
the extent of its Pro Rata share.


 


12.7        Limitation
on Responsibilities of Agent. Agent shall not be liable to any Secured Party for any action
taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence
or willful misconduct. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor,
Lender or other Secured Party of any obligations under the Loan Documents. Agent does not make to Secured Parties any express or implied
warranty, representation or guarantee with respect to any Obligations, Collateral, Loan Documents or Obligor. No Agent Indemnitee shall
be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents;
the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectability,
value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the
validity, enforceability or collectability of any Obligations; or the assets, liabilities, financial condition, results of operations,
business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured
Party to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any
terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.


 


12.7.1        Limitations
Generally. Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except
for losses directly and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any responsibility
for any failure or delay in performance or any breach by any Obligor, Lender or other Secured Party of any obligations under the Loan
Documents. Agent does not make to Secured Parties any express or implied warranty, representation or guarantee with respect to any Obligations,
Collateral, Loan Documents or Obligor. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information,
representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of
any Loan Documents; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the
validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; or the
assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account
Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or
Event of Default, the observance or performance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions
precedent contained in any Loan Documents.


 


12.7.2        Limitations
Regarding Interest Rates, Benchmarks, and Conforming Changes. Agent and Agent Indemnitees:


 


(a)           shall
not be responsible to any Secured Party, any Borrower, any other Obligor or any other Person, or have any liability for, any incorrect
or inaccurate determination of Term SOFR or the Base Rate for any purpose under any Loan Document; and


 






     
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(b)           do
not warrant or accept responsibility for, and shall not have any liability with respect to (i) the continuation of, administration
of, submission of, calculation of or any other matter related to Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR,
or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate
thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor
or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or
have the same volume or liquidity as, Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior
to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Conforming Changes. Agent and its
affiliates or other related entities may engage in transactions that affect the calculation of Base Rate, the Term SOFR Reference Rate,
Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments
thereto, in each case, in a manner adverse to Borrowers. Agent may select information sources or services in its reasonable discretion
to ascertain Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, in each case pursuant to the
terms of this Agreement, and shall have no liability to Borrowers or any other Obligor, 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.


 


12.8        Successor
Agent and Co-Agents.


 


12.8.1        Resignation;
Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by
giving at least 30 days written notice thereof to Lenders and Borrower Agent. Upon receipt of such notice, Required Lenders shall have
the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that
is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000
and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower Agent. If no successor agent is appointed prior
to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts
such role, Agent may appoint Required Lenders as successor agent. Upon acceptance by a successor Agent of an appointment to serve as Agent
hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested
with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and
obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2.
Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit
with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Capital One by merger or acquisition of stock
or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns
as provided above.


 


12.8.2        Separate
Collateral Agent. It is the intent of the parties that there shall be no violation of any Applicable Law denying or restricting the
right of financial institutions to transact business in any jurisdiction. If Agent believes that it may be limited in the exercise of
any rights or remedies under the Loan Documents due to any Applicable Law, Agent may appoint an additional Person who is not so limited,
as a separate collateral agent or co-collateral agent. If Agent so appoints a collateral agent or co-collateral agent, each right and
remedy intended to be available to Agent under the Loan Documents shall also be vested in such separate agent. Every covenant and obligation
necessary to the exercise thereof by such agent shall run to and be enforceable by it as well as Agent. Secured Parties shall execute
and deliver such documents as Agent deems appropriate to vest any rights or remedies in such agent. If any collateral agent or co-collateral
agent shall die or dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the
extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent.


 






     
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12.9        Due
Diligence and Non-Reliance. Each Lender acknowledges and agrees that it has, independently and without reliance upon Agent
or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis
of each Obligor and its own decision to enter into this Agreement and to fund Loans and participate in LC Obligations hereunder. Each
Secured Party has made such inquiries as it feels necessary concerning the Loan Documents, Collateral and Obligors. Each Secured Party
acknowledges and agrees that the other Secured Parties have made no representations or warranties concerning any Obligor, any Collateral
or the legality, validity, sufficiency or enforceability of any Loan Documents or Obligations. Each Secured Party will, independently
and without reliance upon any other Secured Party, and based upon such financial statements, documents and information as it deems appropriate
at the time, continue to make and rely upon its own credit decisions in making Loans and participating in LC Obligations, and in taking
or refraining from any action under any Loan Documents. Except for notices, reports and other information expressly requested by a Lender,
Agent shall have no duty or responsibility to provide any Secured Party with any notices, reports or certificates furnished to Agent by
any Obligor or any credit or other information concerning the affairs, financial condition, business or Properties of any Obligor (or
any of its Affiliates) which may come into possession of Agent or its Affiliates.


 


12.10      Replacement
of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails to give its consent to any amendment,
waiver or action for which consent of all Lenders was required and Required Lenders consented, then, in addition to any other rights and
remedies that any Person may have, Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign
all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent, pursuant to appropriate Assignment
and Acceptance(s) and within 20 days after Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any
such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with
such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment
(but excluding any prepayment charge).


 


12.11      Remittance
of Payments and Collections.


 


12.11.1      Remittances
Generally. All payments by any Lender to Agent shall be made by the time and on the day set forth in this Agreement, in immediately
available funds. If no time for payment is specified or if payment is due on demand by Agent and request for payment is made by Agent
by 11:00 a.m. on a Business Day, payment shall be made by Lender not later than 2:00 p.m. on such day, and if request is made
after 11:00 a.m., then payment shall be made by 11:00 a.m. on the next Business Day. Payment by Agent to any Secured Party shall
be made by wire transfer, in the type of funds received by Agent. Any such payment shall be subject to Agent’s right of offset
for any amounts due from such payee under the Loan Documents.


 


12.11.2      Failure
to Pay. If any Secured Party fails to pay any amount when due by it to Agent pursuant to the terms hereof, such amount shall bear
interest from the due date until paid at the rate determined by Agent as customary in the banking industry for interbank compensation.
In no event shall Borrowers be entitled to receive credit for any interest paid by a Secured Party to Agent, nor shall any Defaulting
Lender be entitled to interest on any amounts held by Agent pursuant to Section 4.2.


 






     
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12.11.3      Return
of Payments. If Agent pays any amount to a Secured Party in the expectation that a related payment will be received by Agent from
an Obligor and such related payment is not received, then Agent may recover such amount from each Secured Party that received it on
demand without setoff, counterclaim, defense, or deduction of any kind. If Agent determines at any time that an amount received under
any Loan Document must be returned to an Obligor or paid to any other Person pursuant to Applicable Law or otherwise, then, notwithstanding
any other term of any Loan Document, Agent shall not be required to distribute such amount to any Lender. If any amounts received and
applied by Agent to any Obligations are later required to be returned by Agent pursuant to Applicable Law, each Lender shall pay to Agent,
on demand any portion of such amount that Agent has distributed to such Lender, together with interest at such rate, if any, as
Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction of any kind, and Agent will be
entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.


 


12.11.4      Erroneous
Payments. Without limitation of any other provision in this Agreement:


 


(a)            If
Agent notifies a Lender, Issuing Bank, or other Secured Party, or any Person who has received funds on behalf of a Lender, Issuing
Bank, or other Secured Party (any such Lender, Issuing Bank, other Secured Party or other recipient, a “Payment Recipient”),
that Agent has determined in its sole discretion that any funds received by such Payment Recipient from Agent or any of its Affiliates
were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such
Lender, Issuing Bank, other Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment,
prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous
Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times
remain the property of Agent and held in trust for the benefit of Agent, and such Lender, Issuing Bank, or other Secured Party shall
(or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but
in no event later than two (2) Business Days thereafter, return to Agent the amount of any such Erroneous Payment (or portion thereof)
as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each
day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount
is repaid to Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking
industry rules on interbank compensation from time to time in effect. A notice of Agent to any Payment Recipient under this Section 12.11.4(a) shall
be conclusive, absent manifest error.


 


(b)           Without
limiting immediately preceding Section 12.11.4(a), each Payment Recipient hereby further agrees that if it receives a payment, prepayment
or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from 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,
prepayment or repayment sent by Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment (a “Payment
Notice”), (y) that was not preceded or accompanied by a Payment Notice, or (z) that such Payment Recipient otherwise
becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case, then (1) in the case of immediately
preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from Agent to the contrary)
or (2) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment
or repayment.


 






     
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(c)            Each
Lender, Issuing Bank and Secured Party hereby authorizes Agent to set off, net and apply any and all amounts at any time owing to
such Lender, Issuing Bank or Secured Party under any Loan Document, or otherwise payable or distributable by Agent to such Lender, Issuing
Bank or Secured Party from any source, against any amount due to Agent under Section 12.11.4(a) above or under the indemnification
provisions of this Agreement.


 


(d)            Borrowers
and each other Obligor hereby agree that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment
Recipient that has received such Erroneous Payment (or portion thereof) for any reason, Agent shall be contractually subrogated (irrespective
of whether Agent may be equitably subrogated) to all the rights of such Lender, Issuing Bank, or other Secured Party under the Loan
Documents with respect to such amount, (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any
Obligations owed by Borrowers or any other Obligor, except, in each case, to the extent such Erroneous Payment is, and solely with respect
to the amount of such Erroneous Payment that is, comprised of funds received by Agent from any Borrower or any other Obligor for the purpose
of making such Erroneous Payment, and (z) to the extent that an Erroneous Payment was in any way or at any time credited as a payment
or satisfaction of any of the Obligations, the Obligations or part thereof that were so credited, and all rights of the applicable Lender, Issuing
Bank, other Secured Party or Agent, as the case may be, shall be reinstated and continue in full force and effect as if such payment or
satisfaction had never been received; provided, however, the amount of such Erroneous Payment that is comprised of funds received by Agent
from any Borrower or any other Obligor for the purpose of making such Erroneous Payment shall be credited as a payment or satisfaction
of the Obligations and the Obligations or part thereof that were so credited shall not be reinstated.


 


(e)            To
the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge
for value” or any similar doctrine.


 


(f)            Each
party’s obligations, agreements and waivers under this Section 12.11.4 shall survive the resignation or replacement
of Agent or any transfer of rights or obligations by, or the replacement of, a Lender, Issuing Bank, or other Secured Party, the
termination of any Commitment or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.


 


12.12      Agent
in its Individual Capacity. As a Lender, Capital One shall have the same rights and remedies under the other Loan Documents
as any other Lender, and the terms “Lenders,” “Required Lenders” or any similar term shall include Capital One
in its capacity as a Lender. Each of Capital One and its Affiliates may accept deposits from, maintain deposits or credit balances for,
invest in, lend money to, provide Bank Products to, act as trustee under indentures of, serve as financial or other advisor to, and generally
engage in any kind of business with, Obligors and their Affiliates, as if Capital One were any other lender, without any duty to account
therefor (including any fees or other consideration received in connection therewith) to the other Lenders. In their individual capacity,
Capital One and its Affiliates may receive information regarding Obligors, their Affiliates and their Account Debtors (including information
subject to confidentiality obligations), and each Secured Party agrees that Capital One and its Affiliates shall be under no obligation
to provide such information to any Secured Party, if acquired in such individual capacity and not as Agent hereunder.


 






     
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12.13      Agent
Titles. Each Lender, other than Capital One, that is designated (on the cover page of this Agreement or otherwise)
by Capital One as an “Agent” or “Arranger” of any type shall not have any right, power, responsibility or duty
under any Loan Documents other than those applicable to all Lenders, and shall in no event be deemed to have any fiduciary relationship
with any other Lender.


 


12.14      Bank
Product Providers. Each Secured Bank Product Provider, by delivery of a notice to Agent of a Bank Product, agrees to be
bound by Section 5.6 and this Section 12. Each Secured Bank Product Provider shall indemnify and hold harmless
Agent Indemnitees, to the extent not reimbursed by Obligors, against all Claims that may be incurred by or asserted against any Agent
Indemnitee in connection with such provider’s Secured Bank Product Obligations.


 


12.15      No
Third Party Beneficiaries. This Section 12 is an agreement solely among Secured Parties and Agent, and shall
survive Full Payment of the Obligations. This Section 12 does not confer any rights or benefits upon Obligors or any other
Person. As between Obligors and Agent, any action that Agent may take under any Loan Documents or with respect to any Obligations shall
be conclusively presumed to have been authorized and directed by Secured Parties.


 


Section 13.   BENEFIT
OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS


 


13.1        Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of Obligors, Agent, Lenders, Secured Parties,
and their respective successors and assigns, except that (a) no Borrower shall have the right to assign its rights or delegate its
obligations under any Loan Documents; and (b) any assignment by a Lender must be made in compliance with Section 13.3.
Agent may treat the Person which made any Loan as the owner thereof for all purposes until such Person makes an assignment in accordance
with Section 13.3. Any authorization or consent of a Lender shall be conclusive and binding on any subsequent transferee or
assignee of such Lender.


 


13.2        Participations.


 


13.2.1        Permitted
Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any time sell
to a financial institution (other than a Defaulting Lender, an Obligor or an Affiliate of an Obligor) (“Participant”)
a participating interest in the rights and obligations of such Lender under any Loan Documents. Despite any sale by a Lender of participating
interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain
solely responsible to the other parties hereto for performance of such obligations, such Lender shall remain the holder of its Loans and
Commitments for all purposes, all amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests,
and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender
shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall
not have any obligation or liability to any such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not
be entitled to the benefits of Section 5.9 unless Borrowers agree otherwise in writing.


 


13.2.2        Voting
Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, waiver or other
modification of any Loan Documents other than that which forgives principal, interest or fees, reduces the stated interest rate or fees
payable with respect to any Loan or Commitment in which such Participant has an interest, postpones the Commitment Termination Date or
any date fixed for any regularly scheduled payment of principal, interest or fees on such Loan or Commitment, or releases any Borrower,
Guarantor or substantial portion of the Collateral.


 






     
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13.2.3            Benefit
of Set-Off. Borrowers agree that each Participant shall have a right of set-off in respect of its participating interest to the same
extent as if such interest were owing directly to a Lender, and each Lender shall also retain the right of set-off with respect to any
participating interests sold by it. By exercising any right of set-off, a Participant agrees to share with Lenders all amounts received
through its set-off, in accordance with Section 12.5 as if such Participant were a Lender.


 


13.3            Assignments.


 


13.3.1            Permitted
Assignments. A Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each
assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents
and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent in its discretion)
and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s
rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise
agreed by Agent in its discretion); and (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance
and recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the
Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the
Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (ii) counterparties to swap agreements relating
to any Loans; provided, however, that any payment by Borrowers to the assigning Lender in respect of any Obligations assigned
as described in this sentence shall satisfy Borrowers’ obligations hereunder to the extent of such payment, and no such assignment
shall release the assigning Lender from its obligations hereunder.


 


13.3.2            Effect;
Effective Date. Upon delivery to Agent of an assignment notice in the form of Exhibit D and a processing fee of $3,500
(unless otherwise agreed by Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies
with this Section 13.3. From such effective date, the Eligible Assignee shall for all purposes be a Lender under the Loan
Documents, and shall have all rights and obligations of a Lender thereunder. Upon consummation of an assignment, the transferor Lender,
Agent and Borrowers shall make appropriate arrangements for issuance of replacement and/or new Notes, as applicable. The transferee Lender
shall comply with Section 5.10 and deliver, upon request, an administrative questionnaire satisfactory to Agent.


 


Section 14.     MISCELLANEOUS


 


14.1            Consents,
Amendments and Waivers.


 


14.1.1            Amendment.
No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default,
shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Obligor party to such
Loan Document, provided, however, that only the consent of the parties to a Bank Product agreement shall be required for any modification
of such agreement and that


 


(a)            without
the prior written consent of Agent, no modification shall be effective with respect to any provision in a Loan Document that relates to
any rights, duties or discretion of Agent;


 






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(b)            without
the prior written consent of Issuing Bank, no modification shall be effective with respect to any LC Obligations, Section 2.3
or any other provision in a Loan Document that relates to any rights, duties or discretion of Issuing Bank;


 


(c)            without
the prior written consent of each affected Lender, no modification shall be effective that would (i) increase the Commitment of such
Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender; or (iii) extend
the Revolver Termination Date, Term Loan Maturity Date or Capex Loan Termination Date;


 


(d)            without
the prior written consent of all Lenders (except a Defaulting Lender as provided in Section 4.2), no modification shall be
effective that would (i) alter Section 5.6, 7.1 (except to add Collateral) or 14.1.1; (ii) amend the definition
of Borrowing Base (or any defined term used in such definition), Pro Rata or Required Lenders; (iii) release Collateral with a book
value greater than $1,000,000 during any calendar year, except as currently contemplated by the Loan Documents; or (iv) release any
Obligor from liability for any Obligations, if such Obligor is Solvent at the time of the release; and


 


(e)            without
the prior written consent of a Secured Bank Product Provider, no modification shall be effective that affects its relative payment priority
under Section 5.6.


 


14.1.2            Limitations.
The agreement of any Obligor shall not be necessary to the effectiveness of any modification of a Loan Document that deals solely with
the rights and duties of Lenders, Agent and/or Issuing Bank as among themselves. Only the consent of the parties to the Commitment Letter
or any agreement relating to a Bank Product shall be required for any modification of such agreement, and any non-Lender that is party
to a Bank Product agreement shall have no right to participate in any manner in modification of any other Loan Document. Any waiver or
consent granted by Agent or Lenders hereunder shall be effective only if in writing and only for the matter specified.


 


14.1.3            Payment
for Consents. No Obligor will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional
interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any
modification of any Loan Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to
all Lenders providing their consent.


 


14.2            Indemnity.
EACH OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST
ANY INDEMNITEE, INCLUDING CLAIMS ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE OR ASSERTED BY ANY OBLIGOR OR OTHER PERSON. In
no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to
a Claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence
or willful misconduct of such Indemnitee.


 






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14.3            Notices
and Communications.


 


14.3.1            Notice
Address. Subject to Section 4.1.4, all notices and other communications by or to a party hereto shall be in writing and
shall be given to any Obligor, at Borrower Agent’s address shown on the signature pages hereof, and to any other Person at
its address shown on the signature pages hereof (or, in the case of a Person who becomes a Lender after the Amendment No. 510
Closing Date, at the address shown on its Assignment and Acceptance), or at such other address as a party may hereafter specify by notice
in accordance with this Section 14.3. Each such notice or other communication shall be effective only (a) if given by
facsimile transmission, when transmitted to the applicable facsimile number, if confirmation of receipt is received; (b) if given
by mail, three Business Days after deposit in the U.S. mail, with first-class postage pre-paid, addressed to the applicable address; or
(c) if given by personal delivery, when duly delivered to the notice address with receipt acknowledged. Notwithstanding the foregoing,
no notice to Agent pursuant to Section 2.1.4, 2.3, 3.1.2, 4.1.1 or 5.3.3 shall be effective until actually received
by the individual to whose attention at Agent such notice is required to be sent. Any written notice or other communication that is not
sent in conformity with the foregoing provisions shall nevertheless be effective on the date actually received by the noticed party. Any
notice received by Borrower Agent shall be deemed received by all Obligors.


 


14.3.2            Electronic
Communications; Voice Mail. Electronic mail and internet websites may be used only for routine communications, such as financial statements,
Borrowing Base Certificates and other information required by Section 10.1.2, administrative matters, distribution of Loan
Documents for execution, and matters permitted under Section 4.1.4. Agent and Lenders make no assurances as to the privacy
and security of electronic communications. Electronic and voice mail may not be used as effective notice under the Loan Documents.


 


14.3.3            Non-Conforming
Communications. Agent and Lenders may rely upon any notices purportedly given by or on behalf of any Obligor even if such notices
were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient,
varied from a later confirmation. Each Obligor shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and
expenses arising from any telephonic communication purportedly given by or on behalf of a Obligor.


 


14.4            Performance
of Borrowers’ Obligations. Agent may, in its discretion at any time and from time to time, at Borrowers’ expense,
pay any amount or do any act required of a Borrower under any Loan Documents or otherwise lawfully requested by Agent to (a) enforce
any Loan Documents or collect any Obligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or
maintain the validity or priority of Agent’s Liens in any Collateral, including any payment of a judgment, insurance premium, warehouse
charge, finishing or processing charge, or landlord claim, or any discharge of a Lien. All payments, costs and expenses (including Extraordinary
Expenses) of Agent under this Section shall be reimbursed to Agent by Borrowers, on demand, with interest from the date incurred
to the date of payment thereof at the Default Rate applicable to Base Rate Revolver Loans. Any payment made or action taken by Agent under
this Section shall be without prejudice to any right to assert an Event of Default or to exercise any other rights or remedies under
the Loan Documents.


 


14.5            Credit
Inquiries. Each Obligor hereby authorizes Agent and Lenders (but they shall have no obligation) to respond to usual and
customary credit inquiries from third parties concerning any Borrower or Domestic Subsidiary.


 


14.6            Severability.
Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable Law. If any
provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining
provisions of the Loan Documents shall remain in full force and effect.


 


14.7            Cumulative
Effect; Conflict of Terms. The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan Documents
may use several limitations, tests or measurements to regulate similar matters, and they agree that these are cumulative and that each
must be performed as provided. Except as otherwise provided in another Loan Document (by specific reference to the applicable provision
of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision
herein shall govern and control.


 






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14.8            Counterparts.
Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Agreement shall become effective when Agent has received counterparts bearing the signatures of all
parties hereto. Delivery of a signature page of any Loan Document by telecopy or other electronic means shall be effective as delivery
of a manually executed counterpart of such agreement.


 


14.9            Entire
Agreement. Time is of the essence of the Loan Documents. The Loan Documents 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.


 


14.10            Relationship
with Lenders. The obligations of each Lender hereunder are several, and no Lender shall be responsible for the obligations
or Commitments of any other Lender. Amounts payable hereunder to each Lender shall be a separate and independent debt. It shall not be
necessary for Agent or any other Lender to be joined as an additional party in any proceeding for such purposes. Nothing in this Agreement
and no action of Agent, Lenders or any other Secured Party pursuant to the Loan Documents or otherwise shall be deemed to constitute Agent
and any Secured Party to be a partnership, association, joint venture or any other kind of entity, nor to constitute control of any Obligor.


 


14.11            No
Control; No Advisory or Fiduciary Responsibility. Nothing in any Loan Document and no action of Agent or any Lender pursuant
to any Loan Document shall be deemed to constitute control of any Obligor by Agent or Lenders. In connection with all aspects of each
transaction contemplated by any Loan Document, Obligors acknowledge and agree that (a)(i) this credit facility and any related arranging
or other services by Agent, any Lender, any of their Affiliates or any arranger are arm’s-length commercial transactions between
Obligors and such Person; (ii) Obligors have consulted their own legal, accounting, regulatory and tax advisors to the extent they
have deemed appropriate; and (iii) Obligors are capable of evaluating and understanding, and do understand and accept, the terms,
risks and conditions of the transactions contemplated by the Loan Documents; (b) each of Agent, Lenders, their Affiliates and any
arranger is and has been acting solely as a principal in connection with this credit facility, is not the financial advisor, agent or
fiduciary for Obligors, any of their Affiliates or any other Person, and has no obligation with respect to the transactions contemplated
by the Loan Documents except as expressly set forth therein; and (c) Agent, Lenders, their Affiliates and any arranger may be engaged
in a broad range of transactions that involve interests that differ from those of Obligors and their Affiliates, and have no obligation
to disclose any of such interests to Obligors or their Affiliates. To the fullest extent permitted by Applicable Law, each Obligor hereby
waives and releases any claims that it may have against Agent, Lenders, their Affiliates and any arranger with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by a Loan Document.


 






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14.12            Confidentiality.
Each of Agent, Lenders and Issuing Bank shall maintain the confidentiality of all Information (as defined below), except that Information
may be disclosed (a) to its Affiliates, and to its and their partners, directors, officers, employees, agents, advisors and representatives
(provided such Persons are informed of the confidential nature of the Information and instructed to keep it confidential); (b) to
the extent requested by any governmental, regulatory or self-regulatory authority purporting to have jurisdiction over it or its Affiliates;
(c) to the extent required by Applicable Law or by any subpoena or other legal process; (d) to any other party hereto; (e) in
connection with any action or proceeding, or other exercise of rights or remedies, relating to any Loan Documents or Obligations; (f) subject
to an agreement containing provisions substantially the same as this Section, to any Transferee or any actual or prospective party (or
its advisors) to any Bank Product; (g) with the consent of Borrower Agent; or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii) is available to Agent, any Lender, Issuing
Bank or any of their Affiliates on a non-confidential basis from a source other than Borrowers. Notwithstanding the foregoing, Agent and
Lenders may publish or disseminate general information describing this credit facility, including the names and addresses of Obligors
and a general description of Obligors’ businesses, and may use Obligors’ logos, trademarks or product photographs in advertising
materials. As used herein, “Information” means all information received from an Obligor or Subsidiary relating to it
or its business that is identified as confidential when delivered. Any Person required to maintain the confidentiality of Information
pursuant to this Section shall be deemed to have complied if it exercises the same degree of care that it accords its own confidential
information. Each of Agent, Lenders and Issuing Bank acknowledges that (i) Information may include material non-public information
concerning an Obligor or Subsidiary; (ii) it has developed compliance procedures regarding the use of material non-public information;
and (iii) it will handle such material non-public information in accordance with Applicable Law, including federal and state securities
laws.


 


14.13            GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS OTHERWISE SPECIFIED, SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).


 


14.14            Consent
to Forum.


 


14.14.1            Forum.
EACH OBLIGOR HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER NEW
YORK, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT
BY IT SOLELY IN ANY SUCH COURT. EACH OBLIGOR IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH
COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3.1. Nothing herein shall limit the right of Agent or any Lender
to bring proceedings against any Obligor in any other court, nor limit the right of any party to serve process in any other manner permitted
by Applicable Law. Nothing in this Agreement shall be deemed to preclude enforcement by Agent of any judgment or order obtained in any
forum or jurisdiction.


 


14.15            Waivers
by Obligors. To the fullest extent permitted by Applicable Law, each Obligor waives (a) the right to trial by jury
(which Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations
or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement,
extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent
on which a Obligor may in any way be liable, and hereby ratifies anything Agent may do in this regard; (c) notice prior to taking
possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent to exercise
any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any
Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual
damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice
of acceptance hereof. Each Obligor acknowledges that the foregoing waivers are a material inducement to Agent and Lenders entering
into this Agreement and that Agent and Lenders are relying upon the foregoing in their dealings with Obligors. Each Obligor has reviewed
the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation
with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.


 






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14.16            Patriot
Act Notice. Agent and Lenders hereby notify Obligor sObligors
that pursuant to the requirements of the Patriot Act, Agent and Lenders are required to obtain, verify and record information that identifies
each Obligor, including its legal name, address, tax ID number and other information that will allow Agent and Lenders to identify it
in accordance with the Patriot Act. Agent and Lenders will also require information regarding each personal guarantor, if any, and may
require information regarding Obligor s’Obligors’
management and owners, such as legal name, address, social security number and date of birth.


 


14.17            Acknowledgement
Regarding any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise,
for Hedging Agreement 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):


 


(a)            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.


 


(b)            As
used in this Section 14.17, the following terms have the following meanings:


 


“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.


 






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“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).


 


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


 


“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).


 


Section 15.     GUARANTY
OF OBLIGATIONS


 


15.1            Guaranty;
Limitation of Liability. In order to induce Agent and Lenders to enter into this Agreement and to induce the Lenders to
extend credit hereunder and to induce the Lenders or their affiliates provide Bank Products, and in recognition of the direct benefit
received by the Guarantors from the extension of such credit and provision of such Bank Products, each Guarantor hereby absolutely, unconditionally
and irrevocably guarantees (the undertaking by each Guarantor under this Section 15 being, as amended from time to time, the
 “Facility Guaranty”) the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment
or by acceleration, demand or otherwise, of all Obligations of each other Obligor now or hereafter existing under or in respect of the
Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the
foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities,
contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and
agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by Agent or any other
Secured Party in enforcing any rights under this Facility Guaranty or any other Loan Document. Without limiting the generality of the
foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be
owed by any other Obligor to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable
or not allowable due to the existence of any Insolvency Proceeding involving such other Obligor.


 


15.1.1            No
Fraudulent Transfer. Each Guarantor, Agent and each other Secured Party, hereby confirms that it is the intention of such Persons
that this Facility Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes
of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or
state law to the extent applicable to this Facility Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing
intention, each Guarantor, Agent and each of the other Secured Parties hereby irrevocably agree that such Guaranteed Obligations and other
liabilities shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed
liabilities of each Guarantor that are relevant under the laws referred to in the first sentence hereof, and after giving effect to any
collections from, any rights to receive contributions from, or payments made by or on behalf of, any of the other Obligors in respect
of the Obligations under any Loan Document, result in the Guaranteed Obligations and all other liabilities of each Guarantor under this
Facility Guaranty not constituting a fraudulent transfer or conveyance.


 


15.1.2            Contribution.
Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured
Party under this Facility Guaranty, any other Loan Document or any other guaranty, each Guarantor will contribute, to the maximum extent
permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured
Parties under or in respect of the Loan Documents.


 






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15.2            Guaranty
Absolute.


 


15.2.1            Each
Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless
of any Applicable Law, now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with
respect thereto. The obligations of each Guarantor under or in respect of this Facility Guaranty are independent of the Guaranteed Obligations
or any other Obligations of any other Obligor under or in respect of the Loan Documents, and a separate action or actions may be brought
and prosecuted against each Guarantor to enforce this Facility Guaranty, irrespective of whether any action is brought against any Borrower
or any other Obligor or whether any Borrower or any other Obligor is joined in any such action or actions. The liability of each Guarantor
under this Facility Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives
any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:


 


(a)            any
lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;


 


(b)            any
change in the time, manner or place of payment of, or in any other term of, including any increase in the amount of, all or any of the
Guaranteed Obligations or any other Obligations of any other Obligor under or in respect of the Loan Documents, or any other amendment
or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations
resulting from the extension of additional credit to any Obligor or otherwise;


 


(c)            any
taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of,
or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;


 


(d)            any
manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any
manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other
Obligations of any Obligor under the Loan Documents or any other assets of any Obligor; the failure of Agent, any other Secured Party
or any other person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment
of all or any part of such Collateral, property or security;


 


(e)            the
fact that any Collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for
the repayment of the Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate
to any other security interest or lien, it being recognized and agreed by each Guarantor that such Guarantor is not entering into this
Facility Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any
such Collateral;


 


(f)            any
change, restructuring or termination of the corporate structure or existence of any Obligor or any of its Subsidiaries;


 


(g)            any
failure of any Secured Party to disclose to any Obligor any information relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Obligor now or hereafter known to such Secured Party (each Guarantor waiving
any duty on the part of the Secured Parties to disclose such information);


 






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(h)            the
failure of any other Person to execute or deliver any Loan Document or any supplement thereto or any other guaranty or agreement or the
release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or


 


(i)            any
other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by
any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Obligor or any other guarantor or surety,
other than Full Payment of the Guaranteed Obligations.


 


15.2.2            Reinstatement.
This Facility Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed
Obligations is rescinded or must otherwise be returned by Agent or any Secured Party or any other Person upon the insolvency, bankruptcy
or reorganization of any Borrower or any other Obligor or otherwise, all as though such payment had not been made.


 


15.2.3            Guarantied
Obligations Due. Each Guarantor hereby further agrees that, as between each Guarantor on the one hand, and Agent and the other Secured
Parties, on the other hand, (i) the Guaranteed Obligations of each Guarantor may be declared to be forthwith due and payable as provided
in Section 11.2 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 11.2)
for purposes of Section 15.1, notwithstanding any stay, injunction or other prohibition preventing such declaration in respect
of the Obligations of any of the Obligors guaranteed hereunder (or preventing such Guaranteed Obligations from becoming automatically
due and payable) as against any other Person and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations
(or such Guaranteed Obligations being deemed to have become automatically due and payable) as provided in Section 11.2, such
Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by each Guarantor for
all purposes of this Facility Guaranty.


 


15.3            Waivers
and Acknowledgments. Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance,
presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect
to any of the Guaranteed Obligations and this Facility Guaranty and any requirement that Agent or any Secured Party protect, secure, perfect
or insure any Lien or any property subject thereto or exhaust any right or take any action against any Obligor or any other Person or
any Collateral.


 


15.3.1            Waiver
of Right of Revocation. Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Facility Guaranty and
acknowledges that this Facility Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in
the future.


 


15.3.2            Waiver
of Defenses. Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense
based upon an election of remedies by Agent or any Secured Party that in any manner impairs, reduces, releases or otherwise adversely
affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of each Guarantor or other rights of each
Guarantor to proceed against any of the other Obligors, any other guarantor or any other Person or any Collateral and (ii) any defense
based on any right of set-off or counterclaim against or in respect of the Obligations of each Guarantor hereunder.


 






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15.3.3            Foreclosure.
Each Guarantor acknowledges that Agent may, without notice to or demand upon each Guarantor and without affecting the liability of each
Guarantor under this Facility Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense
to the recovery by Agent and the other Secured Parties against each Guarantor of any deficiency after such nonjudicial sale and any defense
or benefits that may be afforded by applicable law.


 


15.3.4            Waiver
of Duty to Disclose. Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of Agent or any Secured Party
to disclose to each Guarantor any matter, fact or thing relating to the business, financial condition, operations, or performance of any
other Obligor or any of its Subsidiaries now or hereafter known by Agent or such Secured Party.


 


15.3.5            Knowing
Waivers. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements
contemplated by the Loan Documents and that the waivers set forth in Section 15.2 and this Section 15.3 are knowingly
made in contemplation of such benefits.


 


15.4            Subrogation.
Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against
any Borrower, any other Obligor or any other insider guarantor that arise from the existence, payment, performance or enforcement of each
Guarantor’s Obligations under or in respect of this Facility Guaranty or any other Loan Document, including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy
of Agent or any Secured Party against any Borrower, any other Obligor or any other insider guarantor or any Collateral, whether or not
such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take
or receive from any Borrower, any other Obligor or any other insider guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until Full Payment of all of
the Guaranteed Obligations and all other amounts payable under this Facility Guaranty. If any amount shall be paid to each Guarantor in
violation of the immediately preceding sentence at any time prior to the Full Payment of the Guaranteed Obligations and all other amounts
payable under this Facility Guaranty, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be
segregated from other property and funds of each Guarantor and shall forthwith be paid or delivered to Agent in the same form as so received
(with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable
under this Facility Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral
for any Guaranteed Obligations or other amounts payable under this Facility Guaranty thereafter arising. If any Guarantor shall make payment
to any Secured Party of all or any part of the Guaranteed Obligations, and Full Payment of the Guaranteed Obligations shall occur, then
the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents,
without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest
in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Facility Guaranty.


 


15.4.1            Subordination.
Each Guarantor hereby subordinates any and all debts, liabilities and other obligations in the nature of borrowed money owed to each Guarantor
by each other Obligor (as used in this Section 15, the “Intercompany Obligations”) to the Guaranteed Obligations
to the extent and in the manner hereinafter set forth in this Section 15.4:


 






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15.4.2            Prohibited
Payments, Etc. Except (a) during the continuance of any Event of Default under Sections 11.1(a) or (j) or
(b) after notice from Agent or any Lender of any other Event of Default under this Agreement, each Guarantor may receive regularly
scheduled payments from any other Obligor on account of the Intercompany Obligations. During the continuance of any Event of Default under
Sections 11.1(a) or (j) or after notice from Agent or any Lender of any other Event of Default under this Agreement,
however, each Guarantor shall not demand, accept or take any action to collect any payment on account of the Intercompany Obligations
unless the Required Lenders otherwise agree.


 


15.4.3            Prior
Payment of Guaranteed Obligations. In any Insolvency Proceeding relating to any other Obligor, each Guarantor agrees that the Secured
Parties shall be entitled to receive Full Payment in cash of all Guaranteed Obligations (including all interest, expenses and fees (including
legal fees) accruing after the commencement of any Insolvency Proceeding, whether or not constituting an allowed claim in such proceeding
(as used in this Section 15, “Post-Petition Interest”)) before each Guarantor receives payment of any Intercompany
Obligations.


 


15.4.4            Turn-Over.
After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of any Insolvency
Proceeding relating to any other Obligor), each Guarantor shall, if Agent so requests, collect, enforce and receive payments on account
of the Intercompany Obligations as trustee for the Secured Parties and deliver such payments to Agent on account of the Guaranteed Obligations
(including all Post Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing
or affecting in any manner the liability of each Guarantor under the other provisions of this Facility Guaranty.


 


15.4.5            Agent
Authorization. After the occurrence and during the continuance of any Event of Default (including the commencement and continuation
of any Insolvency Proceeding relating to any other Obligor), Agent is authorized and empowered (but without any obligation to so do),
in its discretion, (i) in the name of each Guarantor, to collect and enforce, and to submit claims in respect of, Intercompany
Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post Petition Interest), and
(ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect of, Intercompany Obligations
and (B) to pay any amounts received on such obligations to Agent for application to the Guaranteed Obligations (including any and
all Post Petition Interest).


 


15.4.6            Continuing
Guaranty; Assignments. This Facility Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the
Full Payment of the Guaranty Obligations, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the
benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of
clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights
and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and
the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect
thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 13.3. No
Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured
Parties.


 


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