Exhibit 10.1


   


Execution Version


   


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TERM LOAN AGREEMENT


     


Dated as of February 2, 2018


     


by and among


     


STANDARD
DIVERSIFIED OPPORTUNITIES INC.,


   


THE OTHER PERSONS PARTY HERETO THAT ARE


 


DESIGNATED AS BORROWERS,


   


THE FINANCIAL INSTITUTIONS PARTY HERETO,


 


as Term Lenders,


 


and


 


CRYSTAL FINANCIAL LLC,


   


as Term Agent


 


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TABLE OF CONTENTS


 


	ARTICLE I. THE TERM LOAN	1
	1.1	Amount of the Term Loan; Protective Overadvances	1
	1.2	Evidence of Term Loan; Term Notes	3
	1.3	Interest	4
	1.4	Loan Accounts	4
	1.5	Optional Prepayments of the Term Loan	5
	1.6	Mandatory Repayments and Prepayments of the Term Loan	5
	1.7	Fees	6
	1.8	Payments by the Borrowers	8
	1.9	Return of Payments; Procedures	9
	 	 
	ARTICLE II. CONDITIONS PRECEDENT	10
	 	 
	ARTICLE III. REPRESENTATIONS AND WARRANTIES	14
	3.1	Corporate Existence and Power	14
	3.2	Corporate Authorization; No Contravention	14
	3.3	Governmental and Third Party Authorization	15
	3.4	Binding Effect	15
	3.5	Litigation	15
	3.6	No Default	15
	3.7	ERISA Compliance and Foreign Benefit Plans	16
	3.8	Use of Proceeds; Margin Regulations	16
	3.9	Ownership of Property; Liens	16
	3.10	Taxes	17
	3.11	Financial Condition	17
	3.12	Environmental Matters	18
	3.13	Regulated Entities	19
	3.14	Solvency	19
	3.15	Labor Relations	19
	3.16	Intellectual Property	19
	3.17	Brokers’ Fees; Transaction Fees	19
	3.18	Insurance	19
	3.19	Ventures, Subsidiaries and Affiliates; Outstanding Stock	20
	3.20	Jurisdiction of Organization; Chief Executive Office	20
	3.21	Locations of Inventory, Equipment and Books and Records	20
	3.22	Deposit Accounts and Other Accounts	20
	3.23	Government Contracts and Material Contracts	20
	3.24	Customer Relations	20
	3.25	Bonding	21
	3.26	Full Disclosure	21
	3.27	Foreign Assets Control Regulations and Anti-Money Laundering	21
	3.28	Patriot Act	21
	3.29	Collateral Documents, Etc.	21
	3.30	Quality Acquisition	22
	 	 
	ARTICLE IV. AFFIRMATIVE COVENANTS	23
	4.1	Financial Statements	23
	4.2	Certificates; Other Information	24



 



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	4.3	Notices	25
	4.4	Preservation of Corporate Existence, Etc.	27
	4.5	Maintenance of Property	27
	4.6	Insurance	27
	4.7	Performance of Obligations	28
	4.8	Compliance with Laws	29
	4.9	Inspection of Property and Books and Records; Field Exams	29
	4.10	Use of Proceeds	29
	4.11	Cash Management Systems	30
	4.12	Landlord and Bailee Agreements	30
	4.13	Further Assurances	30
	4.14	Environmental Matters	31
	4.15	Leases	32
	4.16	Senior Ranking	32
	4.17	Foreign Pension Plans and Benefit Plans	32
	 	 
	ARTICLE V. NEGATIVE COVENANTS	32
	5.1	Limitation on Liens	32
	5.2	Disposition of Assets	33
	5.3	Consolidations and Mergers	34
	5.4	Acquisitions; Loans and Investments	34
	5.5	Limitation on Indebtedness	35
	5.6	Employee Loans and Transactions with Affiliates	36
	5.7	Margin Stock; Use of Proceeds	37
	5.8	Contingent Obligations	37
	5.9	Compliance with ERISA	37
	5.10	Restricted Payments	38
	5.11	Change in Business	38
	5.12	Change in Structure; Foreign Subsidiaries	39
	5.13	Changes in Accounting, Name or Jurisdiction of Organization	39
	5.14	Amendments to Certain Indebtedness Documents	39
	5.15	No Burdensome Agreements	39
	5.16	OFAC; Patriot Act	39
	5.17	Sale-Leasebacks	40
	5.18	Hazardous Materials	40
	5.19	Guaranty Under Material Indebtedness Agreement	40
	5.20	TPB MNPI	40
	5.21	Loan to Value Covenant	40
	5.22	Financial Covenants.	40
	5.23	WT Securities Account	41
	 	 
	ARTICLE VI. EVENTS OF DEFAULT	41
	6.1	Events of Default	41
	6.2	Remedies	44
	6.3	Rights Not Exclusive	44
	 	 
	ARTICLE VII. TERM AGENT	44
	7.1	Appointment and Duties	44
	7.2	Binding Effect	45
	7.3	Use of Discretion	46



 



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	7.4	Delegation of Rights and Duties	46
	7.5	Reliance and Liability	46
	7.6	Term Agent Individually	48
	7.7	Term Lender Credit Decision	48
	7.8	Expenses; Indemnities; Withholding	49
	7.9	Resignation	50
	7.10	Release of Collateral or Borrowers	50
	 	 
	ARTICLE VIII. MISCELLANEOUS	51
	8.1	Amendments and Waivers	51
	8.2	Notices	53
	8.3	Electronic Transmissions	53
	8.4	No Waiver; Cumulative Remedies	54
	8.5	Costs and Expenses	55
	8.6	Indemnity	55
	8.7	Marshaling; Payments Set Aside	56
	8.8	Successors and Assigns	56
	8.9	Assignments and Participations; Binding Effect	56
	8.10	Non-Public Information; Confidentiality	59
	8.11	Set-off; Sharing of Payments	61
	8.12	Counterparts; Facsimile Signature	61
	8.13	Severability	61
	8.14	Captions	61
	8.15	Independence of Provisions	61
	8.16	Interpretation	62
	8.17	No Third Parties Benefited	62
	8.18	Governing Law and Jurisdiction	62
	8.19	Waiver of Jury Trial	63
	8.20	Entire Agreement; Release; Survival	63
	8.21	Patriot Act	64
	8.22	Additional Waivers	64
	8.23	Creditor-Debtor Relationship	65
	8.24	Actions in Concert	66
	8.25	Agency of the Designated Borrower for Each Other Borrower	66
	8.26	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	66
	 	 
	ARTICLE IX. TAXES, YIELD PROTECTION AND ILLEGALITY	67
	9.1	Taxes	67
	9.2	Increased Costs and Reduction of Return	69
	9.3	Certificates of Term Lenders	70
	9.4	Illegality; Inability to Determine Rates; Amendment to LIBOR, Etc.	70
	 	 
	ARTICLE X. DEFINITIONS; OTHER INTERPRETIVE PROVISIONS	71
	10.1	Defined Terms	71
	10.2	Other Interpretive Provisions	98
	10.3	Accounting Terms and Principles	99
	10.4	Payments	99


  




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EXHIBITS


 


	Exhibit 4.2(b)	Form of Compliance Certificate
	Exhibit 10.1(a)	Form of Assignment
	Exhibit 10.1(b)	Form of Initial Term Note
	Exhibit 10.1(c)	Form of Delayed Draw Term Note
	Exhibit 10.1(d)	Form of Delayed Draw Term Loan Borrowing Request


 


SCHEDULES


 


	Schedule 1.1	Term Loan Commitments
	Schedule 3.5	Litigation
	Schedule 3.7	Benefit Plans
	Schedule 3.9	Ownership of Property; Liens
	Schedule 3.15	Labor Relations
	Schedule 3.16	Intellectual Property
	Schedule 3.17	Brokers’ Fees; Transaction Fees
	Schedule 3.18	Insurance
	Schedule 3.19	Ventures, Subsidiaries and Affiliates; Outstanding Stock
	Schedule 3.20	Jurisdiction of Organization; Chief Executive Office
	Schedule 3.21	Locations of Inventory, Equipment and Books and Records
	Schedule 3.22	Deposit Accounts and Other Accounts
	Schedule 3.23	Government Contracts and Material Contracts
	Schedule 3.24	Customer and Trade Relations
	Schedule 3.25	Bonding
	Schedule 5.1	Liens
	Schedule 5.4	Investments
	Schedule 5.5	Indebtedness
	Schedule 5.8	Contingent Obligations
	Schedule 8.2	Addresses for Notices


  




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TERM LOAN AGREEMENT


 


This TERM LOAN AGREEMENT
(including all exhibits hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”)
is entered into as of February 2, 2018, by and among STANDARD DIVERSIFIED OPPORTUNITIES INC., a Delaware corporation (“SDOI”),
STANDARD OUTDOOR LLC, a Delaware limited liability company (“Standard Outdoor”), STANDARD OUTDOOR SOUTHWEST
LLC, a Delaware limited liability company (“Standard Outdoor SW”), STANDARD OUTDOOR SOUTHEAST I LLC, a Delaware
limited liability company (“Standard Outdoor SEI”), STANDARD OUTDOOR SOUTHEAST II LLC, a Delaware limited liability
company (“Standard Outdoor SEII”), the other Persons party hereto that are designated as “Borrowers”
(collectively with SDOI, Standard Outdoor, Standard Outdoor SW, Standard Outdoor SEI and Standard Outdoor SEII, the “Borrowers”
and each a “Borrower”), CRYSTAL FINANCIAL LLC, a Delaware limited liability company (in its individual capacity,
“Crystal”), as administrative agent and collateral agent (in such capacities, the “Term Agent”)
for the financial institutions from time to time party to this Agreement (collectively, the “Term Lenders” and
individually each a “Term Lender”) and for itself, and the Term Lenders.


 


WITNESSETH:


 


WHEREAS, the Borrowers
have requested, and the Term Lenders have agreed to make available to the Borrowers, certain Term Loan facilities to (a) finance
portions of the Outdoor Acquisitions (as defined herein), (b) finance future Permitted Acquisitions (as defined herein), (c) fund
certain fees and expenses, and (d) provide working capital for the Borrowers, in each case, as provided herein; and


 


WHEREAS, the Borrowers
desire to secure all of their Obligations under the Loan Documents by granting to the Term Agent, for the benefit of the Secured
Parties, a security interest in and Lien upon substantially all of their Property;


 


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


 


ARTICLE
I.

THE TERM LOAN


 


1.1           Amount
of the Term Loan; Protective Overadvances.


 


(a)          Initial
Term Loan. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of
the Borrowers contained herein, each Term Lender with an Initial Term Loan Commitment severally and not jointly agrees to make
a term loan to the Borrowers (such loans, collectively, the “Initial Term Loan”) on the Closing Date in an amount
equal to such Term Lender’s Initial Term Loan Commitment. Upon such Term Lender’s making of its portion of the Initial
Term Loan, the Initial Term Loan Commitment of such Term Lender shall be terminated automatically in full. Any portion of the Initial
Term Loan repaid or prepaid may not be reborrowed.


 




    	 	 	 



     


      


(b)          Delayed
Draw Term Loan.


 


(i)          Delayed
Draw Term Loan. On or prior to the Delayed Draw Term Loan Commitment Expiration Date, and subject to the terms and conditions
of this Agreement and in reliance upon the representations and warranties of the Borrowers contained herein, each Term Lender with
a Delayed Draw Term Loan Commitment severally and not jointly agrees to make one or more term loans to the Borrowers (such loans,
collectively, the “Delayed Draw Term Loan”) in an aggregate amount not to exceed such Term Lender’s Delayed
Draw Term Loan Commitment; provided that, except as expressly permitted in the definition of “Permitted Acquisition”,
no Junior Lien Borrower shall receive or direct the proceeds of any Delayed Draw Term Loan. Any portion of the Delayed Draw Term
Loan repaid or prepaid may not be reborrowed.


 


(ii)         Automatic
Commitment Reductions. Upon such Term Lender’s making of its portion of each Delayed Draw Term Loan, the Delayed Draw
Term Loan Commitment of such Term Lender shall be reduced automatically on a dollar-for-dollar basis. If, on the date that is (A)
six (6) months after the Closing Date, the aggregate Delayed Draw Term Loan Commitments are greater than $10,000,000 (after giving
effect to any Delayed Draw Term Loan Borrowing to be made on such date), then the aggregate Delayed Draw Term Loan Commitments
shall be reduced automatically to $10,000,000 on such date, (B) nine (9) months after the Closing Date, the aggregate Delayed Draw
Term Loan Commitments are greater than $5,000,000 (after giving effect to any Delayed Draw Term Loan Borrowing to be made on such
date), then the aggregate Delayed Draw Term Loan Commitments shall be reduced automatically to $5,000,000 on such date, and (C)
the Delayed Draw Term Loan Commitment Expiration Date, the aggregate Delayed Draw Term Loan Commitments are greater than $0 (after
giving effect to any Delayed Draw Term Loan Borrowing to be made on such date), then the aggregate Delayed Draw Term Loan Commitments
shall be terminated automatically in full on such date. Any such commitment reductions shall be allocated ratably to the Term Lenders’
respective Delayed Draw Term Loan Commitments.


 


(iii)        Voluntary
Commitment Reductions. The Designated Borrower may, upon written notice to the Term Agent, voluntarily reduce the aggregate
Delayed Draw Term Loan Commitments. Each such notice shall be irrevocable, must be received by the Term Agent not later than 11:00
a.m., New York time, three (3) Business Days prior to the date of the requested commitment reduction. Any such commitment reductions
shall be allocated ratably to the Term Lenders’ respective Delayed Draw Term Loan Commitments.


 


(iv)        Minimum
Amounts; Limitation on Number of Borrowings. Each Delayed Draw Term Loan Borrowing shall be in an aggregate amount of at least
$2,000,000 (or, if less, the remaining amount of the undrawn Delayed Draw Term Loan Commitments).


 


(v)         Borrowing
Procedures. Each Delayed Draw Term Loan Borrowing shall be made upon the Designated Borrower’s irrevocable notice to
the Term Agent. Each such notice shall be in the form of a written Delayed Draw Term Loan Borrowing Request, appropriately completed
and signed by a Responsible Officer of the Designated Borrower, and must be received by the Term Agent not later than 11:00 a.m.,
New York time, three (3) Business Days prior to the date of the requested Delayed Draw Term Loan Borrowing. Promptly following
receipt of a Delayed Draw Term Loan Borrowing Request, the Term Agent shall advise each Term Lender of the details thereof and
the amount of such Term Lender’s Delayed Draw Term Loan to be made as part of the requested Delayed Draw Term Loan Borrowing.


 




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(c)          Incremental
Term Loan. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of
the Borrowers contained herein, the Designated Borrower may, from time to time after the Closing Date, request that the Term Lenders
increase their Term Loan Commitments (each, an “Incremental Term Loan Commitment” and the term loans thereunder,
an “Incremental Term Loan”) in an aggregate amount not to exceed $25,000,000; provided that, (i) no Default
or Event of Default shall have occurred and be continuing on such requested funding date or arise as a result of the funding of
such Incremental Term Loan, (ii) the representations and warranties of the Borrowers set forth in this Agreement and in any
other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty
already qualified by materiality, in all respects) on and as of such requested funding date (or, in the case of any such representation
or warranty expressly stated to have been made as of a specific date, as of such specific date), (iii) the proceeds of any
each such Incremental Term Loan shall be used solely to finance Permitted Acquisitions consummated substantially concurrently with
the incurrence thereof and to fund fees and expenses associated with the consummation of such Permitted Acquisitions; and (iv) any
such increase shall be on terms and conditions acceptable to the Term Agent, and the Borrowers shall have entered into an amendment
to this Agreement in form and substance acceptable to the Term Agent reflecting such terms and conditions, in all cases, in the
Term Agent’s sole discretion. None of Crystal, the Term Agent, any Term Lender, or any other Person shall have any obligation
to approve or make any Incremental Term Loan. When requesting any Incremental Term Loan, the Designated Borrower shall deliver
to the Term Agent a certificate from a Responsible Officer of the Designated Borrower, in form and substance satisfactory to the
Term Agent, certifying to the above conditions precedent. Any Incremental Term Loan shall be on substantially the same terms as
the existing facility under this Agreement. Any portion of any Incremental Term Loan repaid or prepaid may not be reborrowed.


 


(d)          Protective
Overadvances. Notwithstanding anything to the contrary contained in this Agreement, the Term Agent may require the Term Lenders
to make advances (a “Protective Overadvance”) so long as the Term Agent determines, in its sole discretion,
such Protective Overadvance necessary or desirable to preserve or protect any Collateral, or to enhance the collectability or repayment
of Obligations, or to pay any other amounts chargeable to Borrowers under any Loan Documents, including costs, fees and expenses;
provided, however, that the Term Agent may not cause the Term Lenders to make Protective Overadvances in an aggregate
amount in excess of $2,500,000. If a Protective Overadvance is made pursuant to the preceding sentence, then each Term Lender shall
be obligated to make such Protective Overadvance based upon its Pro Rata Percentage thereof. All Protective Overadvances shall
(i) bear interest at the default rate under Section 1.3(c), (ii) be due and payable upon demand of the Term
Agent or of the Required Lenders, and (iii) constitute Obligations hereunder and be secured by the Collateral. Any Protective
Overadvances made under this clause (c) shall be made by the Term Agent as determined by the Term Agent in its reasonable
discretion.


 


1.2           Evidence
of Term Loan; Term Notes. The portion of the Term Loan made by each Term Lender is evidenced by this Agreement and,
if requested by such Term Lender, an Initial Term Note and/or Delayed Draw Term Note, as the case may be, payable to such Term
Lender in an amount equal to such Term Lender’s Initial Term Loan and/or Delayed Draw Term Loan, as the case may be.


  




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1.3           Interest.


 


(a)          Subject
to Sections 1.3(c), 1.3(d), and 9.4, the Term Loan shall bear interest on the outstanding principal amount
thereof from the date when made at a rate per annum equal to LIBOR plus the Applicable Margin. Each determination of an interest
rate by the Term Agent shall be conclusive and binding on the Borrowers and the Term Lenders in the absence of manifest error.
All computations of fees and interest payable under this Agreement shall be made on the basis of a 360-day year and actual days
elapsed. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof
to the last day thereof.


 


(b)          Interest
on the Term Loan shall be paid in cash in arrears on each Interest Payment Date. Interest shall also be paid in cash on the date
of any payment or prepayment of the Term Loan (on the amount so paid or prepaid) and on the Termination Date.


 


(c)          At
the election of the Term Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default
under Section 6.1(f) or 6.1(g) exists), the Borrowers shall pay interest (after as well as before entry of judgment
thereon to the extent permitted by law) on the Term Loan under the Loan Documents from and after the occurrence of such Event of
Default at a rate per annum which is determined by adding two percent (2.00%) per annum to the interest rate then in effect. All
such interest shall be payable on demand of the Term Agent or the Required Lenders.


 


1.4           Loan
Accounts.


 


(a)          The
Term Agent, on behalf of the Term Lenders, shall record on its books and records the amount of the Term Loan, the interest rate
applicable, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. The
Term Agent shall deliver to the Designated Borrower, at the reasonable request of the Designated Borrower, a loan statement setting
forth such record for the period so requested. Such record shall, absent manifest error, be conclusive evidence of the amount of
the Term Loan made by the Term Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any
error in doing so, or any failure to deliver such loan statement shall not, however, limit or otherwise affect the obligation of
the Borrowers hereunder (and under any Term Note) to pay any amount owing with respect to the Term Loan or provide the basis for
any claim against the Term Agent or any Term Lender.


 


(b)          The
Term Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described
in this Section 1.4(b), shall establish and maintain at its address referred to in Section 8.2 (or at such
other address as the Term Agent may notify the Designated Borrower) (A) a record of ownership (the “Register”)
in which the Term Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of the
Term Agent and each Term Lender in the Term Loan and any assignment of any such interest or right and (B) accounts in the
Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Term Lenders (and
each change thereto pursuant to Section 8.9), (2) the outstanding amount of the Term Loan, (3) the amount
of any principal or interest due and payable or paid, and (4) any other payment received by the Term Agent from any Borrower
and its application to the Obligations.


 


(c)          The
Borrowers, the Term Agent and the Term Lenders shall treat each Person whose name is recorded in the Register as a Term Lender
for all purposes of this Agreement so long as, with respect to assignments, any such assignment is recorded in accordance with
Section 8.9(c). Information contained in the Register with respect to any Term Lender shall be available for access
by the Designated Borrower during normal business hours and from time to time upon at least one Business Day’s prior notice.
No Term Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other
than information with respect to such Term Lender unless otherwise agreed by the Term Agent.


 




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1.5           Optional
Prepayments of the Term Loan.


 


(a)          Optional
Prepayments. The Borrowers may, upon prior written notice to the Term Agent from the Designated Borrower, at any time or from
time to time voluntarily prepay the Term Loan in whole or in part; provided that (i) such notice must be received by
the Term Agent not later than 11:00 a.m., New York time, two (2) Business Days prior to any date of prepayment of any portion of
the Term Loan, and (ii) such prepayment shall be accompanied by interest on the amount so prepaid and any related Early Termination
Fee. Any amounts prepaid pursuant to this Section 1.5 in respect of the principal amount of the Term Loan shall be
applied to the principal repayment installments thereof in inverse order of maturity.


 


(b)          Notice.
Once provided, any notice of a prepayment of the Term Loan shall not thereafter be revocable by the Designated Borrower and the
Term Agent will promptly notify each applicable Term Lender thereof and of such Term Lender’s Pro Rata Percentage of such
prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. Together with each
prepayment under this Section 1.5, the Borrowers shall pay any related Early Termination Fee.


 


1.6           Mandatory
Repayments and Prepayments of the Term Loan.


 


(a)          Repayments
of the Term Loan. The Borrowers shall repay to the Term Lenders in full on the Termination Date the aggregate principal amount
of the Term Loan and all other Obligations outstanding on the Termination Date. Scheduled installments for an Incremental Term
Loan, to the extent not specified in Section 1.2, shall be as specified in the applicable amendment.


 


(b)          Certain
Prepayment Events. If at any time or from time to time:


 


(i)          a
Borrower shall make a Disposition (other than a Disposition permitted by Section 5.2(a), (b), (c) or (e))
in excess of $250,000 in the aggregate in any Fiscal Year; or


 


(ii)         a
Borrower shall suffer an Event of Loss in excess of $250,000 in the aggregate in any Fiscal Year; or


 


(iii)        a
Borrower or any Subsidiary shall issue or incur Indebtedness (other than Permitted Indebtedness) (the events described in clauses
(i) through (iii) of this clause (b) being collectively referred to herein as “Prepayment Events”),


 




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then (A) the Designated Borrower shall
promptly notify the Term Agent in writing of such Prepayment Event (including the amount of the estimated Net Proceeds to be received
by a Borrower and/or such Subsidiary in respect thereof) and (B) within two (2) Business Days (or immediately in the case
of any issuance or incurrence of Indebtedness that is not Permitted Indebtedness) after receipt by a Borrower and/or such Subsidiary
of any Net Proceeds of such Prepayment Event, the Designated Borrower shall deliver, or cause to be delivered, an amount equal
to such Net Proceeds to the Term Agent for distribution to the Term Lenders as a prepayment of the Term Loan, which prepayment
shall be applied in accordance with Section 1.8(c)(i) or Section 1.8(c)(ii), as the case may be; provided,
however, that the Borrowers shall be permitted to replace, repair, restore or rebuild the assets subject to such Event of
Loss, or replace or purchase assets (so long as such purchase constitutes a Permitted Acquisition) in the case of a Disposition,
provided that (i) such Event of Loss or Disposition could not reasonably be expected to have a Material Adverse Effect,
(ii) no Default or Event of Default has occurred and is continuing, (iii) pending such replacement, repair, restoration, rebuilding
or purchase, such Net Proceeds shall be held in a Control Account subject to a Control Agreement in favor of the Term Agent and
(iv) any such Net Proceeds arising from such Event of Loss or Disposition not used to so replace or purchase assets following
such Disposition, or replace, repair, restore or rebuild the Collateral subject to such Event of Loss, as the case may be, within
180 days after the receipt of such Net Proceeds (or, to the extent committed to be so used pursuant to a binding written agreement
with a third party which is not an Affiliate of the Borrower entered into during such 180-day period, not so used within 180 days
after such original 180-day period expires) shall be applied to the prepayment of the Term Loan in accordance with Section 1.8(c)(i)
or Section 1.8(c)(ii), as the case may be. All prepayments of the principal amount of the Term Loan from events described
in this Section 1.6(b) shall be accompanied by interest and any related Early Termination Fee.


 


(c)          Loan
to Value Default. If the Borrowers fail to comply with the covenant set forth in Section 5.21, then the Designated Borrower
shall immediately notify the Term Agent in writing of such failure and shall immediately deliver, or cause to be delivered, to
the Term Agent for distribution to the Term Lenders as a prepayment of the Term Loan, an amount that is sufficient (after being
applied in accordance with Section 1.8(c)(i) or Section 1.8(c)(ii), as the case may be) to cause the Borrowers
to be in compliance with the covenant set forth in Section 5.21. All prepayments of the principal amount of the Term Loan
pursuant to this Section 1.6(c) shall be accompanied by interest and any related Early Termination Fee.


 


(d)          No
Implied Consent or Waiver of Default. Provisions contained in this Section 1.6 for the application of proceeds
of certain transactions shall not be deemed to constitute consent of the Term Lenders to transactions that are not otherwise permitted
by the terms hereof or the other Loan Documents or waiver of any Default or Event of Default.


 


1.7           Fees.


 


(a)          Fee
Letter. The Borrowers shall pay to the Term Agent, for its own account or for the account of any other Person entitled thereto
(as applicable), in Dollars, fees in the amounts and at the times specified in the Fee Letter.


 


(b)          Unused
Fee. The Borrowers shall pay to the Term Agent, for the ratable account of the Term Lenders based on their relative Delayed
Draw Term Loan Commitments, in Dollars, a non-refundable unused fee in an aggregate amount equal to 0.50% per annum of the aggregate
undrawn Delayed Draw Term Loan Commitments. Such unused fee shall be payable in arrears on each Interest Payment Date and on the
Termination Date.


  




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(c)          Early
Termination Fee.


 


(i)          In
the event that, at any time on or prior to the third anniversary of the Closing Date, either (x) the Borrowers prepay, or are required
to prepay, the Term Loan in whole or in part, including, without limitation, as a result of an acceleration of the Obligations
after the occurrence of an Event of Default or as a result of any refinancing of the Obligations, or (y) all or any portion of
the Delayed Draw Term Loan Commitments are reduced or terminated (other than (A) any reduction or termination thereof resulting
from a Delayed Draw Term Loan Borrowing or (B) any expiration thereof), including, without limitation, as a result of a termination
of the Delayed Draw Term Loan Commitments after the occurrence of an Event of Default or as a result of any refinancing of the
Obligations (such prepayment or required prepayment, or commitment reduction or termination, as the case may be, an “Early
Termination Fee Event”), then, on the date of such Early Termination Fee Event, the Borrowers shall pay an early termination
fee (the “Early Termination Fee”) to the Term Agent, for the ratable benefit of the applicable Term Lenders,
in an amount equal to (A) at any time on or prior to the first anniversary of the Closing Date, the greater of (1) three percent
(3.00%) of the amount of the Term Loan so prepaid or required to be prepaid, or the amount of the Delayed Draw Term Loan Commitments
so reduced or terminated, as the case may be, and (2) the Make-Whole Amount, (B) at any time after the first anniversary of
the Closing Date but on or prior to the second anniversary of the Closing Date, two percent (2.00%) of the amount of the Term Loan
so prepaid or required to be prepaid, or the amount of the Delayed Draw Term Loan Commitments so reduced or terminated, as the
case may be, or (C) at any time after the second anniversary of the Closing Date but on or prior to the third anniversary of the
Closing Date, one percent (1.00%) of the amount of the Term Loan so prepaid or required to be prepaid, or the amount of the Delayed
Draw Term Loan Commitments so reduced or terminated, as the case may be.


 


(ii)         All
parties to this Agreement agree and acknowledge that the Term Lenders will have suffered damages on account of the Early Termination
Fee Event and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes
reasonable compensation and liquidated damages to compensate the Term Lenders on account thereof. The Early Termination Fee shall
be earned and due and payable upon the earlier of the date any prepayment is made or is required to be made, or the date of such
commitment reduction or termination, as the case may be.


 


(iii)        Without
limiting the generality of the foregoing, it is understood and agreed that if the Term Loan and the related Obligations are accelerated
for any reason, including because of default or the commencement of any Insolvency Proceeding or by operation of law or otherwise,
the Early Termination Fee, if any, determined as of the date of acceleration will be due and payable as though the Term Loan was
voluntarily prepaid as of such date and the Delayed Draw Term Loan Commitments were voluntarily terminated as of such date, and
shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages
and by mutual agreement of the parties as to a reasonable calculation of each Term Lender’s lost profits as a result thereof.
The Borrowers agree that payment of any Early Termination Fee due hereunder is reasonable under the circumstances currently existing.
The Early Termination Fee, if any, shall also be payable in the event the Obligations (and/or the Term Loan Agreement or the Term
Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise),
agreement or deed in lieu of foreclosure or by any other means. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BORROWERS EXPRESSLY
WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING EARLY
TERMINATION FEE IN CONNECTION WITH ANY SUCH ACCELERATION INCLUDING IN CONNECTION WITH ANY VOLUNTARY OR INVOLUNTARY ACCELERATION
OF THE TERM LOAN AND THE RELATED OBLIGATIONS PURSUANT TO ANY INSOLVENCY PROCEEDING OR PURSUANT TO A PLAN OF REORGANIZATION. The
Borrowers expressly agree that: (A) the Early Termination Fee is reasonable and is the product of an arm’s-length transaction
between sophisticated business people, ably represented by counsel; (B) the Early Termination Fee shall be payable notwithstanding
the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Term Lenders
and the Borrowers giving specific consideration in this transaction for such agreement to pay the Early Termination Fee; and (D) the
Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrowers expressly acknowledge
that their agreement to pay the Early Termination Fee to the Term Lenders as herein described is a material inducement to the Term
Lenders to make the Term Loan and extend the Delayed Draw Term Loan Commitments.


 




    	 	7	 



     


      


1.8           Payments
by the Borrowers.


 


(a)          All
payments (including prepayments) to be made by each Borrower on account of principal, interest, fees and other amounts required
hereunder shall be made without set-off, recoupment, counterclaim or deduction of any kind, and shall, except as otherwise expressly
provided herein, be made to the Term Agent (for the ratable account of the Persons entitled thereto) and shall be made in Dollars
and by wire transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 1:00
p.m. (New York time) on the date due. Any payment which is received by the Term Agent later than 1:00 p.m. (New York time) may
in the Term Agent’s discretion be deemed to have been received on the immediately succeeding Business Day and any applicable
interest or fee shall continue to accrue.


 


(b)          If
any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made, and shall be deemed
to be due, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of
interest or fees, as the case may be.


 


(c)          (i)
Subject to Section 1.8(c)(ii), all payments (other than payments received pursuant to Section 1.6(a), which
payments shall be applied as set forth in such Section 1.6(a)) received by the Term Agent and the Term Lenders in respect
of any Obligation shall be applied to the Obligations as follows:


 


first,
to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender;


 


second,
to payment of interest, fees (including, without limitation, any Early Termination Fee), costs and expenses and any other amounts
then due and payable by the Borrowers under this Agreement and the other Loan Documents;


 


third,
to payment of the principal of the Term Loan;


 


fourth,
any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto.


 


In carrying out the
foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application
to the next succeeding category and (B) each of the Term Lenders or other Persons entitled to payment shall receive an amount
equal to its Pro Rata Percentage of amounts available to be applied.


 




    	 	8	 



     


      


(ii)         Notwithstanding
any provision herein to the contrary, (A) during the continuance of a Default or an Event of Default, the Term Agent may,
and shall upon the direction of Required Lenders, apply any and all payments received by the Term Agent and the Term Lenders in
respect of any Obligation in accordance with clauses first through sixth below, and (B) without
limiting the foregoing, all amounts collected or received by the Term Agent after any or all of the Obligations have been accelerated
(so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows:


 


first,
pro rata, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, costs and expenses,
including Attorney Costs, of the Term Agent payable or reimbursable by the Borrowers under the Loan Documents;


 


second,
to payment of Attorney Costs of the Term Lenders payable or reimbursable by the Borrowers under this Agreement (subject to any
limitations set forth herein (including Section 8.5));


 


third,
to payment of all accrued unpaid interest on the Obligations and fees (including, without limitation, any Early Termination Fee)
owed to the Term Agent and the Term Lenders;


 


fourth,
to payment of principal of the Term Loan;


 


fifth,
to payment of any other amounts owing constituting Obligations; and


 


sixth,
any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto.


 


In carrying out the
foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application
to the next succeeding category and (B) each of the Term Lenders or other Persons entitled to payment shall receive an amount
equal to its Pro Rata Percentage of amounts available to be applied.


 


1.9           Return
of Payments; Procedures.


 


(a)          Return
of Payments.


 


(i)          If
the Term Agent pays an amount to a Term Lender under this Agreement in the belief or expectation that a related payment has been
or will be received by the Term Agent from the Borrowers and such related payment is not received by the Term Agent, then the Term
Agent will be entitled to recover such amount from such Term Lender on demand without setoff, counterclaim or deduction of any
kind.


 


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


 




    	 	9	 



     


      


(b)          Procedures.
The Term Agent is hereby authorized by each Borrower and each Secured Party to establish reasonable procedures (and to amend such
procedures in a reasonable manner from time to time) to facilitate administration and servicing of the Term Loan and other matters
incidental thereto. Without limiting the generality of the foregoing, the Term Agent is hereby authorized to establish reasonable
procedures to make available or deliver, or to accept, notices, documents and similar items on, by posting to or submitting and/or
completion on, E-Systems.


 


ARTICLE
II.

CONDITIONS PRECEDENT


 


2.1           The
obligation of each Term Lender to make its portion of the Initial Term Loan on the Closing Date is subject to satisfaction or waiver
of the following conditions in a manner reasonably satisfactory to the Term Agent:


 


(a)          Loan
Documents. The Term Agent shall have received on or before the Closing Date, each in form and substance reasonably satisfactory
to the Term Agent, this Agreement, a Term Note for each Term Lender requesting a Term Note, the Fee Letter, the Collateral Documents
and certificates evidencing any certificated Stock being pledged thereunder, together with undated Stock powers executed in blank,
and all other Loan Documents, each duly executed by the applicable parties thereto;


 


(b)          Payment
Direction Letter; Funds Flow Memorandum; Etc. The Term Agent shall have received a letter of direction from the Designated
Borrower directing where the proceeds of the Initial Term Loan are to be made and attaching a funds-flow memorandum setting forth
the sources and uses of such proceeds, which funds-flow memorandum shall be in form and substance reasonably satisfactory to the
Term Agent (the “Funds Flow Memorandum”) and shall contain the details of how funds from each source are to
be transferred to particular uses and the wire transfer instructions for the particular uses of such funds. The Designated Borrower
shall have identified, in writing, not later than five (5) Business Days prior to the Closing Date, each Person (other than any
Borrower) that will directly receive proceeds of the Initial Term Loan to be made on the Closing Date and the Term Agent shall
have received such information required by the Term Agent or any Term Lender under its “know your customer”
compliance procedures with respect to each such Person;


 


(c)          No
Material Adverse Change. Since the date of the most recent audited financial information delivered to the Term Agent in respect
of Borrowers prior to the Closing Date, no Material Adverse Effect shall have occurred;


 


(d)          No
Litigation. No action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before
any arbitrator or Governmental Authority that could reasonably be expected to (i) materially and adversely affect the transactions
contemplated hereby or (ii) result in a Material Adverse Effect;


 


(e)          Financial
Statements. The Term Agent shall have received and be satisfied with the (a) audited Consolidated balance sheets and related
income statements of income, stockholders’ equity and cash flows for SDOI and its Consolidated Subsidiaries for the Fiscal
Year ended at December 31, 2016, and (b) unaudited Consolidated balance sheets and related statements of income, stockholders’
equity and cash flows of SDOI and its Consolidated Subsidiaries for each subsequent Fiscal Quarter ended through September 30,
2017;


 




    	 	10	 



     


      


(f)          Minimum
Liquidity at Closing. The Term Agent shall have received a duly completed written calculation in form and substance acceptable
to the Term Agent, dated as of Closing Date, certified by a Responsible Officer of the Designated Borrower, which shall evidence
that after giving effect to the making of the Initial Term Loan, the other transactions contemplated to be effective on the Closing
Date and, on a pro forma basis, the consummation of the Vista Acquisition following the Closing Date, Liquidity shall not be less
than $4,000,000, and the Term Agent, in its sole discretion, shall be satisfied that all accounts payable, leases, payments due
under other Indebtedness and taxes are paid current (excluding good faith disputes related thereto);


 


(g)          No
Liens. The Term Agent shall be satisfied that the Obligations do not give rise to any obligation of any Borrower or its Subsidiaries
to grant any security interest or Lien in respect of any existing Indebtedness of such Borrower or its Subsidiaries or violate
any of the terms of the agreements with respect to such existing Indebtedness;


 


(h)          Approvals.
The Term Agent shall have received (i) satisfactory evidence that the Borrowers have obtained all required consents and approvals
of all Persons (including all requisite Governmental Authorities or third parties), to the execution, delivery and performance
of this Agreement and the other Loan Documents and the consummation of transactions contemplated hereby and thereby or (ii) an
officer’s certificate in form and substance reasonably satisfactory to the Term Agent affirming that no such consents or
approvals are required;


 


(i)          Payment
of Fees. The Borrowers shall have paid all fees required to be paid on the Closing Date (including, without limitation, the
fees specified in the Fee Letter), and shall have reimbursed the Term Agent, for all fees, costs and expenses of closing presented
at least one (1) Business Day prior to the Closing Date;


 


(j)          Solvency.
The Term Agent shall have received a certificate of a Responsible Officer of the Designated Borrower certifying that both before
and after giving effect to (i) the Initial Term Loan made on the Closing Date, (ii) the consummation of the other transactions
contemplated hereby to occur on the Closing Date, (iii) on a pro forma basis, the consummation of the Vista Acquisition following
the Closing Date, and (iv) the payment and accrual of all transaction costs in connection with the foregoing, the Borrowers,
taken as a whole, and the Borrowers and their Subsidiaries, on a Consolidated basis, are Solvent;


 


(k)          Perfection.
All filings, recordations and searches reasonably necessary or otherwise reasonably requested by the Term Agent in connection with
the Liens to be granted to the Term Agent under the Loan Documents shall have been duly made, and all documents and instruments
required to perfect the Term Agent’s security interest in the Collateral shall have been executed, delivered, and filed,
and all filing and recording fees and taxes shall concurrently with such filing or recordation be duly paid;


 


(l)          Reserved.


 


(m)          Opinions
of Counsel; Corporate Documents. The Term Agent and the Term Lenders shall have received (i) customary opinions of counsel
(including all applicable local counsel) to the Borrowers (which shall cover, among other things, authority, legality, validity,
binding effect, perfection and enforceability of the Loan Documents and other matters as the Term Agent may reasonably require),
and (ii) such customary corporate resolutions, certificates and other documents as the Term Agent shall reasonably require.


 




    	 	11	 



     


      


(n)          Representations
and Warranties. The representations and warranties of the Borrowers set forth in this Agreement and in any other Loan Document
shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by
materiality, in all respects) on and as of the Closing Date (or, in the case of any such representation or warranty expressly stated
to have been made as of a specific date, as of such specific date);


 


(o)          No
Default. No Default or Event of Default shall have occurred and be continuing or shall result after giving effect to the making
of the Initial Term Loan;


 


(p)          Governmental
Regulations. No material change in governmental regulations or policies adversely affecting the Term Agent, the Term Lenders
or any Borrower shall have occurred prior to the Closing Date;


 


(q)          Completion
of Business and Legal Due Diligence. The Term Agent and its counsel shall have completed all business and legal due diligence
with respect to the Borrowers and their Subsidiaries, and the results of such business and legal due diligence shall be satisfactory
to the Term Agent and its counsel;


 


(r)           Projections
and Business Plan. The Term Agent shall have received the projections and business plan of each of the Borrowers and their
Subsidiaries and shall be satisfied with them (including, without limitation, that the minimum Liquidity on the Closing Date is
sufficient to (1) allow the Borrowers to meet ongoing liquidity needs, including the payment and performance of current and
projected customer contracts and (2) fund the Borrowers’ and their Subsidiaries’ operations and pay accounts payable
in accordance with historical practices);


 


(s)           No
Default or Breach of Material Contracts. The Term Agent shall have received a certificate of a Responsible Officer of the Designated
Borrower certifying that no breach or default (or event or condition, which after notice or lapse of time, or both, would constitute
a breach or default) has occurred and is continuing under any Material Contract;


 


(t)           Quality
Acquisition. The Quality Acquisition Documents shall be in form and substance reasonably satisfactory to the Term Agent and
shall have been delivered to the Term Agent. All conditions precedent to the consummation of the Quality Acquisition shall have
been satisfied (or waived with the consent of the Term Agent), and the Quality Acquisition shall have been consummated (or shall
be consummated concurrently with the funding of the Initial Term Loan on the Closing Date) in accordance with the terms of the
Quality Acquisition Documents, without any amendment, modification or waiver of any of the provisions thereof that would be adverse
to the Term Agent or the Term Lenders without the consent of the Term Agent;


 


(u)          Quality
Seller Note. The Quality Seller Note shall be on terms satisfactory to the Term Agent and shall have been delivered to the
Term Agent;


 


(v)          TPB
Pledged Stock. The Term Agent shall have received evidence that the TPB Stock pledged to the Term Agent as Collateral satisfies
all of the requirements set forth in the definition of TPB Pledged Stock, including without limitation the Term Agent’s receipt
of a Control Agreement for the securities account in which such TPB Stock is maintained; and


 




    	 	12	 



     


      


(w)          Other
Information. Term Agent shall have received such other certificates, documents and agreements as Term Agent, any Term Lender
or their respective counsel may have reasonably requested.


 


2.2           The
obligation of each Term Lender to make its portion of any Delayed Draw Term Loan comprising a Delayed Draw Term Loan Borrowing
is subject to satisfaction or waiver of the following conditions in a manner reasonably satisfactory to the Term Agent:


 


(a)          Delayed
Draw Term Loan Borrowing Request. The Term Agent shall have received a Delayed Draw Term Loan Borrowing Request for such Delayed
Draw Term Loan Borrowing, directing where the proceeds of such Delayed Draw Term Loan Borrowing are to be made and attaching a
funds-flow memorandum setting forth the sources and uses of such proceeds as well as the remaining funding sources and uses necessary
to consummate the Permitted Acquisition to be financed with the proceeds of such Delayed Draw Term Loan Borrowing, which funds-flow
memorandum shall be in form and substance reasonably satisfactory to the Term Agent and shall contain the details of how funds
from each source are to be transferred to particular uses and the wire transfer instructions for the particular uses of such funds.
The Designated Borrower shall have identified, in writing, not later than five (5) Business Days prior to the date of such Delayed
Draw Term Loan Borrowing, each Person (other than any Borrower) that will directly receive proceeds of such Delayed Draw Term Loan
Borrowing and the Term Agent shall have received such information required by the Term Agent or any Term Lender under its “know
your customer” compliance procedures with respect to each such Person;


 


(b)          No
Material Adverse Change. Since the date of the most recent audited financial information delivered to the Term Agent in respect
of Borrowers prior to the Closing Date, no Material Adverse Effect shall have occurred;


 


(c)          No
Litigation. No action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before
any arbitrator or Governmental Authority that could reasonably be expected to (i) materially and adversely affect the transactions
contemplated hereby or (ii) result in a Material Adverse Effect;


 


(d)          Payment
of Fees. The Borrowers shall have paid all fees required to be paid on the date of such Delayed Draw Term Loan Borrowing (including,
without limitation, the fees specified in the Fee Letter);


 


(e)          Representations
and Warranties. The representations and warranties of the Borrowers set forth in this Agreement and in any other Loan Document
shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by
materiality, in all respects) on and as of the date of such Delayed Draw Term Loan Borrowing (or, in the case of any such representation
or warranty expressly stated to have been made as of a specific date, as of such specific date); provided, however,
that the representations and warranties set forth in Section 3.30 shall be deemed to refer to the Permitted Acquisition
to be consummated on the date of such Delayed Draw Term Loan Borrowing, instead of the Quality Acquisition, mutatis mutandis;
and


 


(f)          No
Default. No Default or Event of Default shall have occurred and be continuing or shall result after giving effect to such Delayed
Draw Term Loan Borrowing.


 




    	 	13	 



     


      


The request by Borrowers and acceptance
by the Borrowers of the proceeds of any portion of the Term Loan shall be deemed to constitute, as of the Closing Date or the date
of the applicable Delayed Draw Term Loan Borrowing, as the case may be, (i) a representation and warranty by each of the Borrowers
that the conditions in this Article II have been satisfied and (ii) a reaffirmation by each Borrower of the granting
and continuance of the Term Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents.


 


ARTICLE
III.

REPRESENTATIONS AND WARRANTIES


 


The Borrowers, jointly
and severally, as an inducement for the Term Agent and Term Lenders to enter into this Agreement and to extend the Term Loan represent
and warrant to the Term Agent and each Term Lender that the following are true, correct and complete (including after giving effect
to the Vista Acquisition, on a pro forma basis as if such Acquisition was consummated on the Closing Date):


 


3.1           Corporate
Existence and Power. Each Borrower and each of their respective Subsidiaries:


 


(a)          is
a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, organization or formation, as applicable;


 


(b)          has
all requisite power and authority and all governmental licenses, authorizations, Permits, consents and approvals to (i) own
its assets, (ii) carry on its business and (iii) execute, deliver, and perform its obligations under, the Loan Documents
to which it is a party;


 


(c)          is
duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and licensed and in good
standing, under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business
requires such qualification or license, except where the failure to be so qualified, licensed or in good standing could not reasonably
be expected to have, either individually or in the aggregate, a Material Adverse Effect; and


 


(d)          is
in compliance with all Requirements of Law, except where the failure to be in compliance could not reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect.


 


3.2           Corporate
Authorization; No Contravention. The execution, delivery and performance by each of the Borrowers of this Agreement,
and by each Borrower and each of their respective Subsidiaries of any other Loan Document to which such Person is party, have been
duly authorized by all necessary organizational action, and do not and will not:


 


(i)          contravene
the terms of any of that Person’s Organization Documents;


 


(ii)         conflict
with or result in the creation of any Lien (except Liens created pursuant to the Loan Documents) under any document evidencing
any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority
to which such Person or its Property is subject;


 




    	 	14	 



     


      


(iii)        conflict
with or result in any breach or contravention of any document evidencing any Material Contract or any order, injunction, writ or
decree of any Governmental Authority to which such Person or its Property is subject; or


 


(iv)        violate
any Requirements of Law.


 


3.3           Governmental
and Third Party Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or
filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery
or performance by, or enforcement against, any Borrower or any Subsidiary of any Borrower of this Agreement or any other Loan Document
except (a) for recordings and filings in connection with the Liens granted to the Term Agent under the Collateral Documents
and (b) those obtained or made on or prior to the Closing Date.


 


3.4           Binding
Effect. This Agreement and each other Loan Document to which any Borrower is a party constitute the legal, valid and
binding obligations of each such Borrower, enforceable against such Borrower in accordance with their respective terms, except
as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’
rights generally or by equitable principles relating to enforceability, regardless of whether considered in a proceedings in equity
or at law.


 


3.5           Litigation.
There are no actions, suits or proceedings pending, or to the knowledge of each Borrower, threatened, at law, in equity, in arbitration
or before any Governmental Authority, against any Borrower, any Subsidiary of any Borrower or any of their respective Properties
which:


 


(a)          purport
to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby; or


 


(b)          could
reasonably be expected to result in a Material Adverse Effect.


 


As of the Closing Date, except as specifically
disclosed in Schedule 3.5, there are no actions, suits or proceedings pending, or to the knowledge of each Borrower,
threatened, at law, in equity, in arbitration or before any Governmental Authority, against any Borrower, any Subsidiary of any
Borrower or any of their respective Properties. No injunction, writ, temporary restraining order or any order of any nature has
been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance
of this Agreement, any other Loan Document or directing that the transactions provided for herein or therein not be consummated
as herein or therein provided. No Borrower or any Subsidiary of any Borrower is the subject of an audit or, to each Borrower’s
knowledge, any review or investigation by any Governmental Authority concerning the violation or possible violation of any Requirements
of Law or any Permits maintained by the Borrowers or their Subsidiaries which could reasonably be expected to result in, either
individually or in the aggregate, a Material Adverse Effect.


 


3.6           No
Default. No Default or Event of Default exists or would result from the incurring of any Obligations by any Borrower
or the grant or perfection of the Term Agent’s Liens on the Collateral or the consummation of the transactions contemplated
under the Credit Agreement and the other Loan Documents. No Borrower and no Subsidiary of any Borrower is in default under or with
respect to (i) any Material Contract in any respect or (ii) any other Contractual Obligation in any respect which, individually
or together with all such defaults, could reasonably be expected to have a Material Adverse Effect.


 




    	 	15	 



     


      


3.7           ERISA
Compliance and Foreign Benefit Plans.


 


(a)          U.S.
Plans. Schedule 3.7 sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies,
all Benefit Plans. None of the Borrowers or their respective Subsidiaries are a member of any Controlled Group nor do they maintain
or contribute to any Title IV Plan or any Multiemployer Plan. Each Benefit Plan, and each trust thereunder, intended to qualify
for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except those that would
not reasonably be expected to result in Liabilities in excess of $50,000, (x) each Benefit Plan is in compliance with applicable
provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of
any Borrower, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or
other proceedings or investigation involving any Benefit Plan to which any Borrower incurs or otherwise has or could have an obligation
or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date, no ERISA Event has occurred
in connection with which obligations and Liabilities (contingent or otherwise) remain outstanding.


 


(b)          Foreign
Pension Plan and Benefit Plans. None of the Borrowers or any of their Subsidiaries maintain or contribute to, or are required
to maintain or contribute to, any Foreign Benefit Plans and Foreign Pension Plans.


 


3.8           Use
of Proceeds; Margin Regulations. No Borrower and no Subsidiary of any Borrower is engaged in the business of purchasing
or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock. The Funds Flow Memorandum and
each Delayed Draw Term Loan Borrowing Request contains a description of the Borrowers’ sources and uses of funds on the Closing
Date or the date of the applicable Delayed Draw Term Loan Borrowing, as the case may be, including the Term Loan or the Delayed
Draw Term Loan comprising such Delayed Draw Term Loan Borrowing, as the case may be, and details how funds from each source are
to be transferred to particular uses.


 


3.9           Ownership
of Property; Liens. Each Borrower and each of their respective Subsidiaries has good title to and ownership of all property
it purports to own, which property is free and clear of all Liens, except Permitted Liens. As of the Closing Date, the Real Estate
listed in Schedule 3.9 constitutes all of the Real Estate of each Borrower and each of their respective Subsidiaries.
Each of the Borrowers and each of their respective Subsidiaries has good record and marketable title in fee simple to, or valid
leasehold interests in, all of its Real Estate, and good and valid title to all owned personal property and valid leasehold interests
in all leased personal property, in each instance, necessary or used in the ordinary conduct of their respective businesses, except
for Permitted Liens and such immaterial defects in title or where failure to own such personal property or have such leasehold
interest would not be material. None of the Real Estate owned by any Borrower or any Subsidiary of any Borrower is subject to any
Liens other than Permitted Liens. As of the Closing Date, Schedule 3.9 also describes any purchase options, rights
of first refusal or other similar contractual rights pertaining to any Real Estate. All material permits required to have been
issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently
occupied and used have been lawfully issued and are in full force and effect.


 




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3.10         Taxes.
All federal, state, local and foreign income and franchise and other material tax returns, reports and statements (collectively,
the “Tax Returns”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental
Authorities, all such Tax Returns are true and correct in all material respects, and all taxes, assessments and other governmental
charges and impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability
may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted
and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP. No Tax Return
is under audit or examination by any Governmental Authority, and no notice of any audit or examination or any assertion of any
claim for Taxes has been given or made by any Governmental Authority. Proper and accurate amounts have been withheld by each Tax
Affiliate from their respective employees for all periods in full and complete compliance with the tax, social security and unemployment
withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental
Authorities. No Tax Affiliate has participated in a “reportable transaction” within the meaning of Treasury Regulation
Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate
is the common parent.


 


3.11         Financial
Condition.


 


(a)          Each
of (i) the audited Consolidated balance sheets of SDOI and its Consolidated Subsidiaries dated December 31, 2016, and the
related audited Consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year
ended on that date for SDOI and its Consolidated Subsidiaries, and (ii) the unaudited interim Consolidated balance sheet of
SDOI and its Consolidated Subsidiaries for each Fiscal Month ending thereafter and the related unaudited Consolidated statements
of income, shareholders’ equity and cash flows:


 


(x)          were
prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly
noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack
of footnote disclosures; and


 


(y)          present
fairly in all material respects the Consolidated financial condition of SDOI and its Consolidated Subsidiaries, as applicable,
as of the dates thereof and results of operations for the periods covered thereby.


 


(b)          The
pro forma unaudited Consolidated balance sheet of SDOI and its Consolidated Subsidiaries dated September 30, 2017, delivered to
the Term Agent and the Term Lenders on or before the Closing Date was prepared by the Borrowers giving pro forma effect to the
transaction contemplated under this Agreement and the other Loan Documents and the transactions contemplated hereby, was based
on the unaudited Consolidated balance sheet of SDOI and its Consolidated Subsidiaries dated September 30, 2017, and was prepared
in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP.


 


(c)          Since
December 31, 2016, there has been no Material Adverse Effect.


 


(d)          The
Borrowers and their Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 5.5 and
have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 5.8.


 




    	 	17	 



     


      


(e)          All
financial performance projections delivered to the Term Agent, including the financial performance projections delivered to the
Term Agent and the Term Lenders on or before the Closing Date, represent each Borrower’s best good faith estimate of future
financial performance and are based on assumptions believed by such Borrower to be fair and reasonable in light of current market
conditions (it being understood that (i) such projections are as to future events and are not to be viewed as facts, and (ii) actual
results during the period or periods covered by any such projections may differ from the projected results).


 


3.12         Environmental
Matters.


 


Except as could not
reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect:


 


(a)          The
operations of each Borrower and each of their respective Subsidiaries are and have been in compliance with all applicable Environmental
Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law.


 


(b)          No
Borrower and no Subsidiary of any Borrower is party to, and no Borrower and no Subsidiary of any Borrower and no Real Estate currently
(or to the knowledge of any Borrower previously) owned, leased, subleased, operated or otherwise occupied by or for any such Person
is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Borrower, threatened) order,
action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar
notice relating in any manner to any Environmental Laws.


 


(c)          No
Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any Property
of any Borrower or any Subsidiary of any Borrower and, to the knowledge of any Borrower, no facts, circumstances or conditions
exist that would reasonably be expected to result in any such Lien attaching to any such Property.


 


(d)          No
Borrower and no Subsidiary of any Borrower has caused or suffered to occur a Release of Hazardous Materials at, to or from any
Real Estate.


 


(e)          All
Real Estate currently (or to the knowledge of any Borrower previously) owned, leased, subleased, operated or otherwise occupied
by or for any such Borrower and each Subsidiary of each Borrower is free of contamination by any Hazardous Materials.


 


(f)          No
Borrower and no Subsidiary of any Borrower (i) is or has been engaged in, or, to the knowledge of any Borrower, has permitted
any current or former tenant to engage in, operations in violation of any Environmental Law or (ii) knows of any facts, circumstances
or conditions reasonably constituting notice of a violation of any Environmental Law, including receipt of any information request
or notice of potential responsibility under the Comprehensive Environmental Response, Compensation and Liability Act or similar
Environmental Laws.


 


(g)          Each
Borrower has made available to the Term Agent copies of all material existing environmental reports, reviews and audits and all
documents pertaining to actual or potential Environmental Liabilities, in each case to the extent such reports, reviews, audits
and documents are in their possession, custody, control or otherwise available to the Borrowers or any of their Subsidiaries.


 




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3.13         Regulated
Entities. None of any Borrower, any Person controlling any Borrower, or any Subsidiary of any Borrower, is (a) 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 state public utilities code, or any other federal or state statute, rule
or regulation limiting its ability to incur Indebtedness, pledge its assets or perform its Obligations under the Loan Documents.


 


3.14         Solvency.
Both before and after giving effect to (a) the Initial Term Loan made on the Closing Date, (b) each Delayed Draw Term Loan
made on the date of each Delayed Draw Term Loan Borrowing, (c) the consummation of the other transactions contemplated hereby
to occur on the Closing Date or the date of such Delayed Draw Term Loan Borrowing, as the case may be, and (d) the payment
and accrual of all transaction costs in connection with the foregoing, the Borrowers, taken as a whole, and the Borrowers and their
Subsidiaries, on a Consolidated basis, are Solvent.


 


3.15         Labor
Relations. As of the Closing Date, there are no strikes, work stoppages, slowdowns or lockouts existing, pending (or,
to the knowledge of any Borrower, threatened) against or involving any Borrower. Except as set forth in Schedule 3.15,
as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works
council or similar representative covering any employee of any Borrower, (b) no petition for certification or election of
any such representative is existing or pending with respect to any employee of any Borrower and (c) no such representative
has sought certification or recognition with respect to any employee of any Borrower.


 


3.16         Intellectual
Property. Schedule 3.16 sets forth a true and complete list of the following Intellectual Property each
Borrower and each Subsidiary owns or licenses to use as of the Closing Date: (i) Intellectual Property that is registered
or subject to applications for registration and (ii) Internet Domain Names, separately identifying that owned and licensed
to such Borrower or such Subsidiary and including for each of the foregoing items (1) the owner, (2) the title, (3) the
jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been filed,
(4) as applicable, the registration or application number and registration or application date and (5) any IP Licenses
or other rights (including franchises) granted by such Borrower with respect thereto. Each Borrower and each Subsidiary of each
Borrower owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted. To the
Borrowers’ knowledge, the conduct and operations of the businesses of each Borrower does not in any material respect infringe,
misappropriate, dilute, violate or otherwise impair any material Intellectual Property owned by any other Person and no other Person
has contested any right, title or interest of any Borrower or any Subsidiary of any Borrower in, or relating to, any material Intellectual
Property.


 


3.17         Brokers’
Fees; Transaction Fees. Except for fees payable to Term Agent and the Term Lenders or as otherwise set forth in Schedule
3.17, none of the Borrowers or any of their respective Subsidiaries has any obligation to any Person in respect of any finder’s,
broker’s or investment banker’s fee in connection with the transactions contemplated hereby.


 


3.18         Insurance.
Schedule 3.18 lists all insurance policies of any nature maintained as of the Closing Date for current occurrences
by each Borrower, including issuers, coverages and deductibles. Each of the Borrowers and each of their respective Subsidiaries
and their respective Properties are insured with financially sound and reputable insurance companies which are not Affiliates of
the Borrowers, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in
similar businesses of the same size and character as the business of the Borrowers and, to the extent relevant, owning similar
Properties in localities where such Person operates. The Borrowers shall not reduce the coverage amounts under their liability
policies without the prior consent of the Term Agent.


 




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3.19         Ventures,
Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing
Date, no Borrower and no Subsidiary of any Borrower (i) has any Subsidiaries, or (ii) is engaged in any joint venture
or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents
of each of the Borrowers and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable
(if applicable), and free and clear of all Liens other than with respect to the Stock and Stock Equivalents of each of the Borrowers
and Subsidiaries of each of the Borrowers, as applicable, those in favor of Term Agent, for the benefit of the Secured Parties
and Permitted Liens. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance
of securities. As of the Closing Date, all of the issued and outstanding Stock of each Borrower and each Subsidiary of each Borrower
is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19,
as of the Closing Date there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or
agreements pursuant to which any Borrower may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents
or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational
chart of the Borrowers and all of their Subsidiaries as of the Closing Date.


 


3.20         Jurisdiction
of Organization; Chief Executive Office. Schedule 3.20 lists each Borrower’s jurisdiction of organization,
legal name and organizational identification number, if any, and the location of such Borrower’s chief executive office or
sole place of business.


 


3.21         Locations
of Inventory, Equipment and Books and Records. As of the Closing Date, each Borrower’s (a) Inventory and
Equipment (other than Inventory or Equipment in transit or out for repair and the locations of billboards) and books and records
concerning the Collateral are kept at the locations listed in Schedule 3.21, and (b) books and records concerning
the Collateral are kept at a location in the United States.


 


3.22         Deposit
Accounts and Other Accounts. Schedule 3.22 lists all banks and other financial institutions at which any
Borrower maintains deposit, securities or other accounts as of the Closing Date, and such Schedule correctly identifies the name
and address of each depository, the name in which the account is held, a brief description of the purpose of the account, and the
complete account number therefor.


 


3.23         Government
Contracts and Material Contracts. Except as set forth on Schedule 3.23, as of the Closing Date no Borrower
is a party to (i) any material contract or agreement with any Governmental Authority and no Borrower’s Accounts are
subject to the Federal Assignment of Claims Act of 1940 (31 U.S.C. Section 3727) or any similar state or local law or (ii) any
other Material Contract.


 


3.24         Customer
Relations. Except as set forth on Schedule 3.24, there exists no actual or, to the knowledge of any Borrower,
threatened termination or cancellation of, or any material adverse modification or change in the business relationship of any Borrower
or any Subsidiary of any Borrower with any customer or group of customers which could reasonably be expected to result, either
individually or in the aggregate, in a Material Adverse Effect.


 




    	 	20	 



     


      


3.25         Bonding.
Except as set forth in Schedule 3.25, as of the Closing Date, no Borrower is a party to or bound by any surety bond
agreement, indemnification agreement in respect of any surety bond agreement or bonding requirement with respect to products or
services sold by it (exclusive of product warranties in the Ordinary Course of Business).


 


3.26         Full
Disclosure. None of the representations or warranties made by any Borrower or any of their Subsidiaries in the Loan
Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in each
exhibit, report, statement, certificate or other writing furnished by or on behalf of any Borrower or any of their Subsidiaries
in connection with the Loan Documents (including the offering and disclosure materials, if any, delivered by or on behalf of any
Borrower to the Term Agent or the Term Lenders prior to the Closing Date), taken as a whole, contains any material misstatement
of fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading as of the time when made or delivered; provided, that, with respect to projected financial
information, each Borrower represents only that such information was prepared in good faith based upon assumptions believed to
be reasonable at the time delivered, and if such projected financial information was delivered prior to the Closing Date, as of
the Closing Date.


 


3.27         Foreign
Assets Control Regulations and Anti-Money Laundering. Each Borrower and each Subsidiary of each Borrower is in compliance
in all material respects with all U.S. economic sanctions laws, Executive Orders and implementing regulations as promulgated by
the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and all applicable anti-money
laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Borrower
and no Subsidiary or Affiliate of a Borrower (a) is a Person designated by the U.S. government on the list of the Specially
Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise
engage in business transactions, (b) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S.
Person cannot deal or otherwise engage in business transactions with such Person or (c) is controlled by (including without
limitation by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for
or on behalf of, any person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions
such that the entry into, or performance under, this Agreement or any other Loan Document would be prohibited under U.S. law.


 


3.28         Patriot
Act. The Borrowers, each of their Subsidiaries and each of their Affiliates are in compliance with (a) the Trading
with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department and any other enabling
legislation or executive order relating thereto, (b) the Patriot Act and (c) other federal or state laws relating to
“know your customer” and anti-money laundering rules and regulations. No part of the proceeds of the Term Loan
will be used directly or indirectly for any payments to any government official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business
or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.


 


3.29         Collateral
Documents, Etc. Except as otherwise contemplated hereby or under any other Loan Documents, the provisions of the Collateral
Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents,
are effective to create in favor of the Term Agent for the benefit of the Secured Parties a legal, valid, enforceable and perfected
first-priority Lien (subject only to Permitted Liens and, as to priority, only to Permitted Liens under Section 5.1(d),
(e), (f), (g) or (h) or that have priority under applicable law) on all right, title and interest of
the respective Borrowers in the Collateral described therein.


 




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3.30         Quality
Acquisition.


 


(a)          (i)
None of the Borrowers, and, to the Borrowers’ knowledge, no other parties to any Quality Acquisition Document is in default
of any of its material obligations under such Quality Acquisition Document, (ii) to the Borrowers’ knowledge, all written
information with respect to the Quality Acquisition and the business and assets to be acquired in connection with such Acquisition
furnished to the Term Agent by any Borrower or on behalf of any Borrower, was, at the time the same were so furnished, complete
and correct in all material respects, or has been subsequently supplemented by other written information, to the extent necessary
to give the Term Agent and Tern Lenders a true and accurate knowledge of the subject matter of each of them in relation to such
Acquisition and the business and assets to be acquired in connection with such Acquisition, in all material respects, (iii) no
representation, warranty or statement made by any Borrower, or, to the Borrowers’ knowledge, any other party to any Quality
Acquisition Document, at the time they were made in any Quality Acquisition Document, or any agreement, certificate, statement
or document required to be delivered pursuant to any Quality Acquisition Document, contains any untrue statement of material fact
or omits to state a material fact necessary in order to make the statements contained in such Quality Acquisition Documents not
misleading in light of the circumstances in which they were made, and (iv) after giving effect to the transactions contemplated
by this Agreement, the Quality Acquisition Documents and Loan Documents, Standard Outdoor SEI will have good title to the assets
to be purchased pursuant to the Quality Acquisition Documents, free and clear of all Liens other than Permitted Liens.


 


(b)          The
Borrowers did not and will not incur or assume any liabilities or obligations pursuant to or in connection with the Quality Acquisition
other than those liabilities and obligations set forth on the Schedules attached hereto or as otherwise permitted hereunder.


 


(c)          The
Borrowers have delivered to the Term Agent a complete and correct copy of each Quality Acquisition Document, including all schedules
and exhibits thereto. Such Quality Acquisition Documents sets forth the entire agreement and understanding of the parties thereto
relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating
to the matters covered thereby. The execution, delivery and performance of each such Quality Acquisition Document has been duly
authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders
of Voting Power or Indebtedness of each Borrower, and, to the Borrowers’ knowledge, each other Person party thereto as required
by Requirements of Law or by any applicable corporate or other organizational documents) on the part of each Borrower, and, to
the Borrowers’ knowledge, each other Person party thereto. Each Quality Acquisition Document is the legal, valid and binding
obligation of each Borrower thereto and, to the Borrowers’ knowledge, the other parties thereto, enforceable against such
parties in accordance with its terms.


 




    	 	22	 



     


      


(d)          All
aspects of the transactions contemplated by the Quality Acquisition Documents have been effected in all material respects in accordance
with terms of the Quality Acquisition Documents and Requirements of Law. At the time of consummation thereof, all consents and
approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order
to consummate the transactions in accordance with the terms of the Quality Acquisition Documents and all Requirements of Law shall
have been obtained, given, filed or taken and are in full force and effect (or effective judicial relief with respect thereto has
been obtained). Additionally, at the time of consummation thereof, there does not exist any judgment, order or injunction prohibiting
or imposing material adverse conditions upon the consummation of the transactions contemplated by the Quality Acquisition Documents.


 


ARTICLE
IV.

AFFIRMATIVE COVENANTS


 


Each Borrower covenants
and agrees that, so long as the Term Loan or any other Obligation (other than contingent indemnification Obligations to the extent
no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:


 


4.1           Financial
Statements. Each Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting
established and administered in accordance with sound business practices to permit the preparation of financial statements required
to be delivered hereunder in conformity with GAAP (provided that quarterly and monthly financial statements shall not be required
to have footnote disclosures and are subject to normal year-end adjustments). The Borrowers shall deliver to the Term Agent and
the Term Lenders and in form and detail reasonably satisfactory to the Term Agent:


 


(a)          as
soon as available, but not later than ninety (90) days after the end of each Fiscal Year, copies of the audited Consolidated (and,
in the case of SDOI’s financial statements, consolidating) balance sheets of each of (i) SDOI and its Consolidated Subsidiaries,
(ii) PGI and its Consolidated Subsidiaries and (iii) TPB and its Consolidated Subsidiaries, in each case, as at the end of such
year and the related Consolidated (and, in the case of SDOI’s financial statements, consolidating) statements of income or
operations, shareholders’ equity and cash flows of each such Person and its Consolidated Subsidiaries for such Fiscal Year,
setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by reports and opinions
of independent certified public accounting firm reasonably acceptable to the Term Agent, which reports and opinions shall be certified
without a going concern or like qualification or exception and without any qualification or exception as to the scope of audit
(except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or
approved by Borrowers’ independent certified public accountants), stating that such financial statements fairly present,
in all material respects, the financial position and results of operations of each such Person and its Consolidated Subsidiaries
for the periods indicated in conformity with GAAP applied on a basis consistent with prior years;


 


(b)          as
soon as available, but not later than forty-five (45) days after the end of the Fiscal Month ending February 28, 2018, and thirty
(30) days after the end of each Fiscal Month thereafter, copies of unaudited financial statements of SDOI on a standalone basis
for such Fiscal Month and for the portion of the Fiscal Year then ended, prepared on a cash basis in form and scope reasonably
satisfactory to the Term Agent; and


 


(c)          as
soon as available, but not later than forty-five (45) days after the end of each Fiscal Quarter, copies of the unaudited Consolidated
(and, in the case of SDOI’s financial statements, consolidating) balance sheets of each of (i) SDOI and its Consolidated
Subsidiaries and (ii) TPB and its Consolidated Subsidiaries, in each case, as at the end of such quarter and the related Consolidated
(and, in the case of SDOI’s financial statements, consolidating) statements of income or operations, shareholders’
equity and cash flows of each such Person and its Consolidated Subsidiaries for such Fiscal Quarter and for the portion of the
Fiscal Year then ended, all certified on behalf of the Borrowers by an appropriate Responsible Officer of the Designated Borrower
as being complete and correct, in all material respects, and fairly presenting, in all material respects, the financial position
and the results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with
GAAP applied on a basis consistent with prior quarters, subject to normal year-end adjustments and absence of footnote disclosures.


 




    	 	23	 



     


      


4.2           Certificates;
Other Information. The Borrowers shall deliver to the Term Agent and the Term Lenders and in form and detail reasonably
satisfactory to Term Agent:


 


(a)          together
with each delivery of financial statements pursuant to Section 4.1(a), (i) a management discussion and analysis
report, in reasonable detail, signed by a Responsible Officer of the Designated Borrower, describing the operations and financial
condition of the Borrowers and their Subsidiaries for such Fiscal Year, (ii) a report setting forth in comparative form the
corresponding figures for corresponding periods of the previous Fiscal Year, and (iii) a report setting forth in comparative
form the corresponding figures from the most recent projections for the current Fiscal Year delivered pursuant to Section 4.2(e)
and discussing the reasons for any significant variations;


 


(b)          concurrently
with the delivery of the financial statements and other financial deliverables referred to in Sections 4.1(a) and 4.1(c)
above, a fully and properly completed Compliance Certificate, certified on behalf of the Borrowers by a Responsible Officer of
the Designated Borrower (it being understood that the Compliance Certificate delivered in connection with each of the financial
statements referred to in Section 4.1(a) and 4.1(c) shall contain the certification of compliance with all of
the covenants contained in Section 5.22);


 


(c)          promptly
after the same are sent, copies of all financial statements and reports which SDOI sends to its shareholders or other equity holders,
as applicable, generally and promptly after the same are filed, copies of all financial statements and regular, periodic or special
reports which such Person may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental
Authority;


 


(d)          concurrently
with the delivery of the financial statements referred to in Section 4.1(b), to the extent that there is any updated
information to provide, a list of any applications for the registration of any Patent, Trademark (and a list of any “intent
to use” Trademark applications for which a registration has issued or a “Statement of Use” or “Amendment
to Allege Use” has been filed) or Copyright filed by any Borrower with the United States Patent and Trademark Office, the
United States Copyright Office or any similar office or agency in each case entered into or filed in the prior Fiscal Quarter;


 


(e)          not
less than thirty (30) days following the commencement of each Fiscal Year, the annual budget of the Borrowers prepared by management
of the Designated Borrower, in form and scope satisfactory to the Term Agent, with projections, Consolidated balance sheets and
statements of income or operations and cash flows of the Borrowers and their Subsidiaries on a monthly basis for the immediately
following Fiscal Year (including the Fiscal Year in which the Termination Date occurs), which budget shall include (i) each Borrower
and its Consolidated Subsidiaries, which Borrower is a direct subsidiary of SDOI (consisting of Standard Outdoor and its Consolidated
Subsidiaries as of the Closing Date), on a GAAP basis, (ii) PGI and its Consolidated Subsidiaries, on a GAAP basis, and (iii) SDOI,
on a cash basis;


 




    	 	24	 



     


      


(f)          promptly
upon receipt thereof, copies of any reports submitted by each Borrower’s certified public accountants in connection with
each annual, interim or special audit or review of any type of the financial statements or internal control systems, operations,
financial condition or properties of any Borrower (or their Subsidiaries) made by such accountants, including any comment letters
submitted by such accountants to management of any Borrower in connection with their services;


 


(g)          (i) not
less than five (5) Business Days prior to the consummation of the transactions relating to any Permitted Refinancing, drafts of
documents relating to any Permitted Refinancing and (ii) concurrently with the consummation of any such Permitted Refinancing,
copies, certified by a Responsible Officer of the Designated Borrower as being complete and correct, of the fully executed documents
relating to such Permitted Refinancing;


 


(h)          as
soon as practicable, in any event at least ten (10) Business Days prior thereto, copies of any waiver, consent, amendment or permanent
prepayment or permanent commitment reduction (and the amount thereof) to be entered into pursuant to any Subordinated Indebtedness
Documents; and


 


(i)          promptly,
such additional business, financial, perfection certificates and other information as the Term Agent may from time to time reasonably
request.


 


4.3           Notices.
The Designated Borrower shall notify promptly Term Agent of each of the following:


 


(a)          the
occurrence or existence of any Default or Event of Default;


 


(b)          any
breach or non-performance of, or any default under (i) any Material Contract or (ii) any Contractual Obligation of any
Borrower or any Subsidiary of any Borrower, or any violation of, or non-compliance with, any Requirements of Law, which, in the
case of this clause (ii) could reasonably be expected to result, either individually or in the aggregate, in a Material
Adverse Effect, and including, in the case of clauses (i) and (ii), a description of such breach, non-performance,
default, violation or non-compliance and the steps, if any, such Person has taken, is taking or proposes to take in respect thereof;


 


(c)          any
dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Borrower or any Subsidiary
of any Borrower and any Governmental Authority or any suspension or revocation of any Permits granted by a Governmental Authority
to a Borrower or any Subsidiary of any Borrower that could reasonably be expected to result in Liabilities in excess of $100,000;


 


(d)          the
commencement of, or any material development in, any litigation or proceeding affecting any Borrower or any Subsidiary of any Borrower
(i) in which more than $100,000 of damages is claimed, (ii) in which injunctive or similar relief is sought and which,
if adversely determined, could reasonably be expected to have a Material Adverse Effect, or (iii) in which the relief sought
is an injunction or other stay of the performance of this Agreement or any other Loan Document;


 




    	 	25	 



     


      


(e)          (i) the
receipt by any Borrower or any Subsidiary of any written notice of violation of or potential liability or similar notice under
Environmental Law which would be reasonably expected to result in material Environmental Liabilities, (ii) (A) unpermitted
Releases, (B) the existence of any condition that would reasonably be expected to result in violations of or Liabilities under,
any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding,
audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law which in the case of clauses
(A), (B) and (C) above, in the aggregate for all such clauses, would reasonably be expected to result in material
Environmental Liabilities, (iii) the receipt by any Borrower or any Subsidiary of notification that any Property of any Borrower
or any Subsidiary is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities
and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease would have a reasonable likelihood
of resulting in material Environmental Liabilities;


 


(f)          (i) on
or prior to any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA, or intent
to terminate any Title IV Plan, a copy of such notice, (ii) promptly, and in any event within five (5) days, after any officer
of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code
has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice describing such waiver request and any action
that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS
pertaining thereto, and (iii) promptly, and in any event within ten (10) days after any officer of any ERISA Affiliate knows
or has reason to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA
Affiliate proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS,
Multiemployer Plan or other Benefit Plan pertaining thereto;


 


(g)          any
Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to the Term Agent and
the Term Lenders pursuant to this Agreement;


 


(h)          any
material change in accounting policies or financial reporting practices by any Borrower or any Subsidiary of any Borrower;


 


(i)          any
labor controversy resulting in or, to the knowledge of any Borrower, threatening to result in, any strike, work stoppage, boycott,
shutdown or other material labor disruption against or involving any Borrower or any Subsidiary of any Borrower;


 


(j)          the
creation, establishment or acquisition of any Subsidiary or the issuance by or to any Borrower of any Stock or Stock Equivalent;


 


(k)          (i) the
creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending,
or having the effect of extending, the period for assessment or collection of income or franchise or other material taxes with
respect to any Tax Affiliate and (ii) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any
request directed to any Tax Affiliate, to make any material adjustment under Section 481(a) of the Code, by reason of a change
in accounting method or otherwise; or


 


(l)          any
“default” or “event of default” under any Subordinated Indebtedness Document, the Vista Seller Note or
the Quality Seller Note.


 




    	 	26	 



     


      


Each notice pursuant
to this Section 4.3 shall be in electronic form accompanied by a statement by a Responsible Officer of the Designated
Borrower, on behalf of the Borrowers, setting forth details of the occurrence referred to therein, and stating what action the
Borrowers or other Person proposes to take with respect thereto and at what time. Each notice under Section 4.3(a)
shall describe with reasonable particularity any and all clauses or provisions of this Agreement or other Loan Document that have
been breached or violated.


 


4.4           Preservation
of Corporate Existence, Etc. Each Borrower shall, and shall cause each of its Subsidiaries to:


 


(a)          preserve
and maintain in full force and effect its organizational existence and good standing under the laws of its jurisdiction of incorporation,
organization or formation, as applicable, except as permitted by Section 5.3;


 


(b)          preserve
and maintain in full force and effect all rights, privileges, qualifications, Permits, licenses and franchises necessary in the
normal conduct of its business except as permitted by Sections 5.2 and 5.3;


 


(c)          preserve
its business organization and preserve the goodwill and business of the customers, suppliers and others having material business
relations with it in the Ordinary Course of Business;


 


(d)          unless
otherwise agreed in writing by the Term Agent and the Required Lenders, preserve or renew all Intellectual Property material to
its business; and


 


(e)          conduct
its business and affairs without infringement of or interference with any Intellectual Property of any other Person and shall comply
with the terms of its IP Licenses material to its business.


 


4.5           Maintenance
of Property. Except as permitted in Section 5.2, each Borrower shall maintain, and shall cause each of its
Subsidiaries to maintain, and preserve all its Property which is material to be used in its business in good working order and
condition, ordinary wear and tear excepted and shall make all necessary repairs thereto and renewals and replacements thereof.


 


4.6           Insurance.
Each Borrower shall, and shall cause each of its Subsidiaries to, (a) maintain or cause to be maintained in full force and
effect all policies of insurance of any kind with respect to the Property and businesses of the Borrowers and such Subsidiaries
as are customarily carried by businesses of the size and character of the business of the Borrowers and their Subsidiaries with
financially sound and reputable insurance companies or associations (in each case that are not Affiliates of the Borrowers) of
a nature and providing such coverage as is sufficient and as is customarily carried by businesses of the size and character of
the business of the Borrowers and acceptable to the Term Agent and (b) cause all such insurance relating to any Property or
business of any Borrower to name the Term Agent as additional insured or lender’s loss payee as agent for the Term Lenders,
as appropriate. All policies of insurance on real and personal Property of the Borrowers will contain an endorsement, in form and
substance acceptable to the Term Agent, showing loss payable to the Term Agent naming the Term Agent as lenders loss payee as agent
for the Term Lenders) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument
furnished to the Term Agent, will provide that the insurance companies will give the Term Agent at least 30 days’ prior written
notice before any such policy or policies of insurance shall be altered or canceled and that no act or default of the Borrowers
or any other Person shall affect the right of the Term Agent to recover under such policy or policies of insurance in case of loss
or damage. Each Borrower shall direct all present and future insurers under its “All Risk” policies of property insurance
to pay all proceeds payable thereunder directly to the Term Agent; provided that each Borrower shall be permitted to replace,
repair, restore or rebuild the Collateral subject to such Event of Loss in accordance with, and to the extent permitted under,
Section 1.6(b). If any insurance proceeds are paid by check, draft or other instrument payable to any Borrower and
the Term Agent jointly, during an Event of Default, the Term Agent may endorse such Borrower’s name thereon and do such other
things as the Term Agent may deem advisable to reduce the same to cash. The Term Agent reserves the right at any time, upon review
of each Borrower’s risk profile, to require additional forms and limits of insurance. Notwithstanding the requirement in
subsection (a) above, Federal Flood Insurance shall not be required for (x) Real Estate not located in a Special Flood
Hazard Area, or (y) Real Estate located in a Special Flood Hazard Area in a community that does not participate in the National
Flood Insurance Program. On or before the date that is thirty (30) days after the Closing Date (or such later date as the Term
Agent may agree), the Borrowers shall provide to the Term Agent customary certificates and endorsements naming the Term Agent as
an additional insured or lender’s loss payee, as the case may be, with respect to the insurance policies of the Borrowers
in accordance with the requirements set forth above, in each case, in form and substance reasonably satisfactory to the Term Agent.


 




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4.7           Performance
of Obligations. Each Borrower shall pay, and shall cause each of its Subsidiaries to, discharge and perform as the same
shall become due and payable or required to be performed, the following obligations and liabilities (subject, in each case, to
any applicable cure or grace period):


 


(a)          all
federal and state income tax liabilities and material federal, state, local and foreign franchise and other tax liabilities, assessments
and governmental charges or levies upon it or its Property, unless (i) the same are being contested in good faith by appropriate
proceedings diligently prosecuted which stay the filing or enforcement of any Lien and for which adequate reserves in accordance
with GAAP are being maintained by such Person, and (ii) the aggregate amount secured by such Liens would not exceed $100,000
in the aggregate;


 


(b)          all
lawful claims which, if unpaid, would by law become a Lien upon its Property unless (i) the same are being contested in good
faith by appropriate proceedings diligently prosecuted which stay the enforcement of any Lien and for which adequate reserves in
accordance with GAAP are being maintained by such Person and (ii) the aggregate amount secured by such Liens would not exceed
$100,000 in the aggregate;


 


(c)          all
Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing
to all creditors under any combined or syndicated credit arrangement) of more than $500,000 when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise);


 


(d)          the
performance of all obligations under (i) any Material Contract or (ii) any other Contractual Obligation to which such
Borrower or Subsidiary is bound, or to which it or any of its Property is subject, except where the failure to perform under this
clause (ii) could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;
and


 


(e)          payments
to the extent necessary to avoid the imposition of a Lien with respect to, or the involuntary termination of any underfunded Benefit
Plan.


 




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4.8           Compliance
with Laws. Each Borrower shall, and shall cause each of its Subsidiaries to, comply with all Requirements of Law of
any Governmental Authority having jurisdiction over it or its business, except where the failure to comply could not reasonably
be expected to have, either individually or in the aggregate, a Material Adverse Effect.


 


4.9           Inspection
of Property and Books and Records; Field Exams.


 


(a)          Each
Borrower shall maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full,
true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving
the assets and business of such Person. Each Borrower shall, and shall cause each of its Subsidiaries to, during normal business
hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in which event no notice
shall be required and the Term Agent shall have access at any and all times during the continuance thereof), provide access to
its properties, books and records to the Term Agent and its Related Persons and shall reasonably cooperate with the Term Agent
and any of its Related Persons in connection with any review or analysis of any such Person’s business, financial condition,
assets, prospects and results of operations. Each Borrower hereby authorizes the Term Agent to discuss with such Borrower’s
and its Subsidiaries’ officers, employees, agents, advisors, and independent accountants such Person’s business, financial
condition, assets, prospects, and results of operation (including, without limitation, in connection with the Term Agent’s
review and analysis of compliance with financial covenants); provided, that so long as no Event of Default has occurred
and is continuing, the Borrowers shall be afforded a reasonable opportunity to be a party to any such conversations.


 


(b)          Each
Borrower shall, and shall cause each of its Subsidiaries to, with respect to each owned, leased, or controlled property, during
normal business hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in
which event no notice shall be required and the Term Agent shall have access at any and all times during the continuance thereof)
(i) provide access to such property to the Term Agent and any of its Related Persons, as frequently as the Term Agent determines
to be appropriate; and (ii) permit the Term Agent and any of its Related Persons to conduct field examinations, audit, inspect
and make extracts and copies (or take originals if reasonably necessary) from all of such Borrower’s books and records, and
evaluate and make physical verifications of the Collateral in any manner and through any medium that the Term Agent considers advisable,
in each instance, at the Borrowers’ expense.


 


(c)          Notwithstanding
the foregoing or anything else contained in this Agreement, the Borrowers shall not be required to pay for more than two (2) field
examinations per Fiscal Year unless an Event of Default exists, in which case, such limitation shall not apply.


 


4.10         Use
of Proceeds. The Borrowers shall use the proceeds of (a) the Initial Term Loan solely to finance a portion of the Outdoor
Acquisitions, to fund fees and expenses associated with the consummation of the transactions contemplated hereby to occur on the
Closing Date and to fund working capital for the Borrowers, (b) the Delayed Draw Term Loan solely to finance Permitted Acquisitions
consummated substantially concurrently with the incurrence thereof and to fund fees and expenses associated with the consummation
of such Permitted Acquisitions, and (c) any Incremental Term Loan solely to finance Permitted Acquisitions consummated substantially
concurrently with the incurrence thereof and to fund fees and expenses associated with the consummation of such Permitted Acquisitions.


 




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4.11         Cash
Management Systems.


 


(a)          The
Borrowers shall, and shall cause each of their Subsidiaries to, maintain cash management systems reasonably satisfactory to the
Term Agent. On or before the date that is thirty (30) days after the Closing Date (or such later date as the Term Agent may agree),
and at all times thereafter, each Borrower shall enter into, and cause each depository, securities intermediary or commodities
intermediary to enter into, Control Agreements providing for “springing” cash dominion with respect to each Control
Account (including, without limitation, all lockbox or similar arrangements) maintained by such Borrower.


 


(b)          Each
Control Agreement shall provide, among other things, that (i) the depository, securities intermediary or commodities intermediary
executing such agreement has no rights of setoff or recoupment or any other claim against such account, other than for payment
of its service fees and other charges directly related to the administration of such account and for returned checks or other items
of payment (except as the Term Agent may otherwise agree in writing), and (ii) from and after the receipt of a notice (an
“Activation Notice”) from the Term Agent (which Activation Notice may be furnished only during the continuance
of an Event of Default), without any further action or consent by any Borrower, the applicable depository institution, securities
intermediary and commodities intermediary shall comply solely with the instructions of the Term Agent with respect to the disposition
and transfer of assets from the applicable account. Each Borrower agrees that it will not cause proceeds of any Control Account
to be directed in a manner contrary to the terms of the Loan Documents, and, after the occurrence and during the continuation of
an Event of Default, will cooperate with the Term Agent in all respects with respect to the Term Agent’s direction of funds
from Control Accounts.


 


(c)          The
Borrowers may amend Schedule 3.22 to add or replace any deposit account or other account; provided, that with respect
to any additional or replacement Control Account, securities account, or commodities account, except as the Term Agent may otherwise
agree in writing, prior to the time of the opening of such account, the applicable Borrower and the applicable depository, securities
intermediary or commodities intermediary shall have executed and delivered to the Term Agent a Control Agreement.


 


4.12         Landlord
and Bailee Agreements. Promptly upon request by the Term Agent, each Borrower shall (i) obtain a landlord agreement
or bailee or mortgagee waivers, as applicable, from the lessor of each property leased from an Affiliate and (ii) use commercially
reasonable efforts to obtain a landlord agreement or bailee or mortgagee waivers, as applicable, from the lessor (other than Affiliates)
of each leased property, bailee in possession of any Collateral or mortgagee of any owned property with respect to each location
where any Collateral is stored or located, which agreement shall be reasonably satisfactory in form and substance to the Term Agent;
provided, that the Borrowers shall not be required to obtain landlord agreements or bailee or mortgagee waivers, as applicable,
for locations which only contain billboards.


 


4.13         Further
Assurances.


 


(a)          Each
Borrower shall ensure that all certificates, exhibits, reports and other written information furnished to the Term Agent or the
Term Lenders do not and will not contain any untrue statement of a material fact and do not and will not omit to state any material
fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in
which made, and will promptly disclose to the Term Agent and the Term Lenders and correct any defect or error that may be discovered
therein or in any Loan Document or in the execution, acknowledgement or recordation thereof.


 




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(b)          Promptly
upon request by the Term Agent, the Borrowers shall (and, subject to the limitations hereinafter set forth, shall cause each of
their Subsidiaries to) take such additional actions and execute such documents as the Term Agent may reasonably require from time
to time in order to (i) carry out more effectively the purposes of this Agreement or any other Loan Document, (ii) subject
to the Liens created by any of the Collateral Documents any of the Properties, rights or interests covered by any of the Collateral
Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the
Liens intended to be created thereby, and (iv) better assure, convey, grant, assign, transfer, preserve, protect and confirm
to the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document.
Without limiting the generality of the foregoing and except as otherwise approved in writing by the Required Lenders, the Borrowers
shall immediately notify the Term Agent at the time that any Person becomes a Domestic Subsidiary (other than PGI or any of its
Subsidiaries), and promptly thereafter (and in any event within thirty (30) days), cause such Person to become a Borrower hereunder
and to cause each such Person to grant to the Term Agent, for the benefit of the Secured Parties, a security interest in, subject
to the limitations hereinafter set forth, all of such Person’s Property. Furthermore and except as otherwise approved in
writing by the Required Lenders, each Borrower shall pledge all of the Stock and Stock Equivalents of each of its Domestic Subsidiaries
(other than any Subsidiaries of PGI) and First Tier Foreign Subsidiaries (provided that with respect to any First Tier Foreign
Subsidiary, if a 956 Impact exists, such pledge shall be limited to sixty-five percent (65%) of such Foreign Subsidiary’s
outstanding voting Stock and Stock Equivalents and one hundred percent (100%) of such Foreign Subsidiary’s outstanding non-voting
Stock and Stock Equivalents), in each instance, to the Term Agent, for the benefit of the Secured Parties, to secure the Obligations.
In connection with each pledge of Stock and Stock Equivalents, the Borrowers shall deliver, or cause to be delivered, to Term Agent,
Stock certificates and irrevocable proxies and Stock powers and/or assignments, as applicable, duly executed in blank. In the event
any Borrower acquires any owned Real Estate with a fair market value in excess of $1,000,000, such Borrower shall (i) promptly
notify the Term Agent of same, and (ii) at the request of the Term Agent, execute and/or deliver, or cause to be executed
and/or delivered, to the Term Agent, a fully executed Mortgage with respect to such Real Estate and such other documentation and
materials related thereto as the Term Agent may reasonably request in connection therewith. In addition, the Borrowers shall satisfy
the Federal Flood Insurance requirements of Section 4.6.


 


(c)          Notwithstanding
anything to the contrary contained herein, each Subsidiary of each Borrower that is an obligor for any Subordinated Indebtedness
shall be a Borrower under the Loan Documents.


 


4.14         Environmental
Matters. Each Borrower shall comply in all material respects with, and maintain its Real Estate, whether owned, leased,
subleased or otherwise operated or occupied, in compliance in all material respects with, all applicable Environmental Laws (including
by implementing any Remedial Action necessary to achieve such compliance) or that is required by orders and directives of any Governmental
Authority. Each Borrower shall cause each of its Subsidiaries to comply in all material respects with, and maintain its Real Estate,
whether (x) owned, leased or subleased or (y) operated or occupied in a manner that such Subsidiary is in control of
such Real Property, in compliance in all material respects with, all applicable Environmental Laws (including by implementing any
Remedial Action necessary to achieve such compliance) or that is required by orders and directives of any Governmental Authority.
Without limiting the foregoing, if an Event of Default is continuing, then each Borrower shall, promptly upon receipt of written
request from the Term Agent, cause the performance of, and allow the Term Agent and its Related Persons access to such Real Estate
for the purpose of conducting, such environmental audits and assessments, solely to the extent necessary to determine the extent
of such Event of Default, violations or Environmental Liabilities, including subsurface sampling of soil and groundwater, and cause
the preparation of such reports, in each case as the Term Agent may from time to time reasonably request. Such audits, assessments
and reports, to the extent not conducted by the Term Agent or any of its Related Persons, shall be conducted and prepared by reputable
environmental consulting firms reasonably acceptable to the Term Agent and shall be in form and substance reasonably acceptable
to the Term Agent.


 




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4.15         Leases.
Each Borrower shall, and shall cause each Subsidiary to, make all payments and otherwise perform all obligations in respect of
all leases of Real Estate and warehouse facilities where any material Collateral is located, keep such leases in full force and
effect and not allow such leases to lapse or be terminated, notify the Term Agent of any default by any party with respect to such
leases and cooperate with the Term Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so,
except, in any case, (i) for those amounts contested in good faith by appropriate proceedings diligently conducted and for
which adequate reserves are maintained on the books of the Borrowers in accordance with GAAP, (ii) for any lease that is terminated
at its stated termination date or is terminated prior to its stated termination date by mutual agreement between the lessor and
the applicable Borrower, in each case, so long as any material Collateral has been removed from such location, or (iii) to the
extent the failure to do so could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.


 


4.16         Senior
Ranking. The Indebtedness under any Subordinated Indebtedness Documents shall, and Borrowers shall take all necessary
action to ensure that the Indebtedness thereunder shall, at all times, be subordinated in right of payment to the Obligations,
subject to any terms and conditions that the Term Agent may agree to in its sole discretion in any Subordination Agreement.


 


4.17         Foreign
Pension Plans and Benefit Plans. None of the Borrowers or any of their Subsidiaries shall hereafter adopt, implement,
or contribute to any Foreign Pension Plan or Foreign Benefit Plan without the Term Agent’s prior written consent.


 


ARTICLE
V.

NEGATIVE COVENANTS


 


Each Borrower covenants
and agrees that, so long as the Term Loan or any other Obligation (other than contingent indemnification Obligations to the extent
no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:


 


5.1           Limitation
on Liens. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, directly or indirectly,
grant, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned
or hereafter acquired, other than the following (“Permitted Liens”):


 


(a)          any
Lien existing on the Property of a Borrower or a Subsidiary on the Closing Date and set forth in Schedule 5.1;


 


(b)          any
Lien created under any Loan Document;


 


(c)          Customary
Permitted Encumbrances;


 




    	 	32	 



     


      


(d)          Liens
on fixed or capital assets acquired, constructed or improved by a Borrower or a Subsidiary; provided that (i) such
Liens secure only Indebtedness permitted by Section 5.5(d), (ii) such Liens and the Indebtedness secured thereby
are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the
Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets
and (iv) such Liens shall not encumber any other Property of such Borrower or Subsidiary or any other Borrower or Subsidiary;


 


(e)          Liens
on the Property of Standard Outdoor SEII in favor of the Vista Seller; provided that (i) such Liens secure only Indebtedness
permitted by Section 5.5(g) and (ii) such Liens shall not encumber any Property of any other Borrower or Subsidiary;


 


(f)          Liens
on the Property of Standard Outdoor SEI in favor of the Quality Seller; provided that (i) such Liens secure only Indebtedness
permitted by Section 5.5(h) and (ii) such Liens shall not encumber any Property of any other Borrower or Subsidiary;


 


(g)          cash
advances or earnest money deposits of cash made in good faith in connection with any letter of intent or purchase agreement in
respect of any Permitted Acquisition;


 


(h)          Liens
on specific Property (and not all or substantially all Property) acquired pursuant to a Permitted Acquisition or on specific Property
(and not all or substantially all Property) of a Person acquired pursuant to a Permitted Acquisition; provided that (i)
such Liens are not incurred in contemplation of such Permitted Acquisition, (ii) such Liens shall not apply to any other Property
of any Borrower or any Subsidiary, and (iii) such Liens shall secure only those obligations that they secure on the date of such
Permitted Acquisition; and


 


(i)          Liens
on the Property of any Subsidiary of SDOI that is acquired or formed solely in connection with, or for the purpose of consummating,
a Permitted Acquisition that is not financed in whole or in part by any portion of the proceeds of the Delayed Draw Term Loan in
excess of the first $5,000,000 thereof or any Incremental Term Loan; provided that (i) such Liens secure only Indebtedness
permitted by Section 5.5(k) and (ii) such Liens shall not encumber any Property of any other Borrower or Subsidiary
(other than the other Borrowers or Subsidiaries, if any, acquired or formed solely in connection with such Permitted Acquisition);
and provided further that once any Borrower becomes a Designated First Lien Borrower, it shall not grant, make, create,
incur, assume or suffer to exist any Lien upon or with respect to any part of its Property under this Section 5.1(i).


 


5.2           Disposition
of Assets. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, sell, lease, convey
or otherwise dispose of (whether in one transaction or in a series of transactions) of any Property (including the Stock of any
Subsidiary of any Borrower, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or
without recourse) or enter into any agreement to do any of the foregoing, except:


 


(a)          Dispositions
of Inventory in the Ordinary Course of Business;


 


(b)          Dispositions
of worn-out, obsolete or surplus equipment, all in the Ordinary Course of Business;


 




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(c)          Dispositions
of Property (other than TPB Stock) by (a) any Borrower to another Borrower (other than to a Junior Lien Borrower), (b) any Junior
Lien Borrower to another Borrower, and (c) any Subsidiary that is not a Borrower to a Borrower or to another Subsidiary that is
not a Borrower;


 


(d)          so
long as no Default or Event of Default then exists or would arise therefrom, Dispositions of Property (other than TPB Stock) not
otherwise permitted under this Section 5.2 in an amount up to $1,000,000 in the aggregate in any Fiscal Year; and


 


(e)          so
long as no Default or Event of Default then exists or would arise therefrom, Dispositions of TPB Stock by SDOI in an aggregate
amount from and after the Closing Date up to $2,000,000 (based on the TPB Stock Value of the shares of TPB Stock subject to such
Dispositions, determined at the respective times of such Dispositions);


 


provided that all sales, transfers,
leases and other dispositions permitted under Section 5.2(d) shall be made for fair value, for at least 90% cash and
Cash Equivalent consideration and consistent with past practices of such Borrower or Subsidiary.


 


5.3           Consolidations
and Mergers. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, merge or consolidate
with or into any Person; dissolve or liquidate; or sell, lease, convey or otherwise dispose of (whether in one transaction or in
a series of transactions) all or substantially all of its Property to or in favor of any Person; except that, upon not less than
five (5) Business Days’ prior written notice to the Term Agent, (i) any Borrower (other than SDOI or a Junior Lien Borrower)
may merge or consolidate with or into another Borrower (other than SDOI or a Junior Lien Borrower), (ii) any Junior Lien Borrower
may merge or consolidate with or into another Junior Lien Borrower, and (iii) any Subsidiary that is not a Borrower may merge or
consolidate with or into another Subsidiary that is not a Borrower; provided that for any merger or consolidation involving
a Borrower, a Borrower shall be the surviving entity and all actions required to maintain perfected Liens on the Stock of the surviving
entity and other Collateral in favor of the Term Agent shall have been completed.


 


5.4           Acquisitions;
Loans and Investments. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, (i) purchase
or acquire, or make any commitment to purchase or acquire, any Stock or Stock Equivalents or any obligations or other securities
of, or any interest in, any Person, including the creation or formation of a Subsidiary, (ii) make or commit to make any Acquisition,
or (iii) make or purchase, or commit to make or purchase, any advance, loan, extension of credit or capital contribution to,
or any other investment in, any Person (the items described in clauses (i), (ii) and (iii) are referred to
as “Investments”), except for:


 


(a)          Investments
in cash and Cash Equivalents;


 


(b)          the
Investments existing on the Closing Date and set forth in Schedule 5.4;


 


(c)          loans
or advances to employees of the Borrowers permitted under Section 5.6(c);


 


(d)          Investments
acquired in connection with the settlement of delinquent accounts receivable in the Ordinary Course of Business or in connection
with the bankruptcy or reorganization of suppliers or customers;


 




    	 	34	 



     


      


(e)          Investments
consisting of the redemption of Stock and Stock Equivalents of SDOI permitted by Section 5.10(e);


 


(f)          the
Quality Acquisition;


 


(g)          the
Vista Acquisition; provided that (i) the Vista Acquisition Documents (including, without limitation, a collateral assignment
of the Vista Acquisition Documents in favor of the Term Agent) shall be in form and substance reasonably satisfactory to the Term
Agent and shall have been delivered to the Term Agent, all conditions precedent to the consummation of the Vista Acquisition shall
have been satisfied (or waived with the consent of the Term Agent), and the Vista Acquisition shall be consummated in accordance
with the terms of the Vista Acquisition Documents, without any amendment, modification or waiver of any of the provisions thereof
that would be adverse to the Term Agent or the Term Lenders without the consent of the Term Agent, (ii) the Vista Seller Note shall
be on terms satisfactory to the Term Agent and shall have been delivered to the Term Agent, and (iii) the representations and warranties
set forth in Section 3.30 shall be true and correct in all material respects (or, in the case of any such representation
or warranty already qualified by materiality, in all respects) on and as of the date of the Vista Acquisition (except such representations
and warranties shall be deemed to refer to the Vista Acquisition instead of the Quality Acquisition, mutatis mutandis);


 


(h)          Permitted
Acquisitions by the Borrowers;


 


(i)          Investments
by PGI and its subsidiaries subject to compliance with laws and regulations applicable to such insurers; and


 


(j)          Investments
in Subsidiaries (other than Investments of TPB Stock, except to the extent permitted by Section 5.2(e)); provided
that (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrowers are in
compliance with the financial covenant set forth in Section 5.22(a), measured as of the last day of the Applicable Reference
Period at such time (but with Liquidity measured as of the date of, and immediately after giving effect to, such Investment) and
determined on a pro forma basis as if such Investment had occurred on the first day of such Applicable Reference Period.


 


5.5           Limitation
on Indebtedness. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, create, incur,
assume, permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except
for the following (“Permitted Indebtedness”):


 


(a)          the
Obligations;


 


(b)          Indebtedness
consisting of Contingent Obligations described in clause (j) of the definition of Indebtedness and permitted pursuant to
Section 5.8;


 


(c)          Indebtedness
existing on the Closing Date and set forth in Schedule 5.5 including Permitted Refinancings thereof;


 


(d)          Indebtedness
incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase
money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any
such assets or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings thereof; provided
that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction
or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 5.5(d) shall
not exceed $100,000 at any time outstanding;


 




    	 	35	 



     


      


(e)          intercompany
Indebtedness of (i) subject to Section 5.4, any Borrower to any other Borrower, (ii) any Subsidiary that is not a Borrower
to another Subsidiary that is not a Borrower, and (iii) subject to Section 5.4, any Subsidiary that is not a Borrower to
any Borrower; provided that any of the foregoing intercompany Indebtedness owed to a Borrower that is evidenced by a tangible
promissory note shall be pledged to the Term Agent pursuant to the Security Agreement to the extent required thereunder;


 


(f)          Indebtedness
owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or
liability insurance, pursuant to reimbursement or indemnification obligations to such person, in each case incurred in the Ordinary
Course of Business;


 


(g)          Indebtedness
of Standard Outdoor SEII owed to the Vista Seller under the Vista Seller Note; provided that the aggregate original principal
amount of such Indebtedness shall not exceed $3,450,000;


 


(h)          Indebtedness
of Standard Outdoor SEI owed to the Quality Seller under the Quality Seller Note; provided that the aggregate original principal
amount of such Indebtedness shall not exceed $6,500,000;


 


(i)          unsecured
Indebtedness constituting obligations in respect of working capital and purchase price adjustment requirements and indemnification
obligations under the Outdoor Acquisition Agreements or the PGI Acquisition Agreement or in connection with any Permitted Acquisition;


 


(j)          Permitted
Earn-Outs and Permitted Seller Debt;


 


(k)          Indebtedness
of any Subsidiary of SDOI that is acquired or formed solely in connection with, or for the purpose of consummating, a Permitted
Acquisition that is not financed in whole or in part by any portion of the proceeds of the Delayed Draw Term Loan in excess of
the first $5,000,000 thereof or any Incremental Term Loan; provided that once any Borrower becomes a Designated First Lien
Borrower, it shall not create, incur, assume, permit to exist, or otherwise become or remain directly or indirectly liable with
respect to any Indebtedness under this Section 5.5(k); and


 


(l)          Indebtedness
of any Person acquired pursuant to a Permitted Acquisition that is assumed in connection therewith; provided that (i) such
Indebtedness exists at the time such Permitted Acquisition is consummated and is not created in contemplation thereof or in connection
therewith, and (ii) the aggregate principal amount of such Indebtedness shall not exceed $100,000 at any time outstanding.


 


5.6           Employee
Loans and Transactions with Affiliates. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries
to, enter into any transaction with any Affiliate of a Borrower or of any such Subsidiary, except:


 


(a)          as
expressly permitted by this Agreement;


 




    	 	36	 



     


      


(b)          in
the Ordinary Course of Business and pursuant to the reasonable requirements of the business of such Borrower or such Subsidiary
upon fair and reasonable terms no less favorable to such Borrower or such Subsidiary than would be obtained in a comparable arm’s-length
transaction with a Person not an Affiliate of a Borrower or such Subsidiary;


 


(c)          loans
or advances made by a Borrower or a Subsidiary to its directors, officers and employees on an arm’s-length basis in the Ordinary
Course of Business for reasonable travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000
in the aggregate at any time outstanding for all such loans and advances;


 


(d)          transactions
(i) between or among Borrowers (other than Junior Lien Borrowers) that are not prohibited hereunder or (ii) between or among Junior
Lien Borrowers that are not prohibited hereunder;


 


(e)          intercompany
Indebtedness permitted under Section 5.5(e);


 


(f)          Restricted
Payments permitted by Section 5.10; and


 


(g)          transactions
permitted by Section 5.3 and Section 5.4.


 


5.7           Margin
Stock; Use of Proceeds. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, use any
portion of the Term Loan proceeds, directly or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance Indebtedness
of any Borrower or others incurred to purchase or carry Margin Stock, or otherwise in any manner which is in contravention of any
Requirements of Law or in violation of this Agreement.


 


5.8           Contingent
Obligations. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, create, incur, assume
or suffer to exist any Contingent Obligations except in respect of the Obligations and except for:


 


(a)          endorsements
for collection or deposit in the Ordinary Course of Business;


 


(b)          guaranties
of Indebtedness of any Borrower (other than the Quality Seller Note, the Vista Seller Note and any other Indebtedness of any Junior
Lien Borrower) that is permitted by Section 5.5; provided that if such Indebtedness is subordinated to the Obligations,
such guaranty shall be subordinated to the same extent; and


 


(c)          Contingent
Obligations of the Borrowers and their Subsidiaries existing as of the Closing Date and listed in Schedule 5.8, including
extension and renewals thereof which do not increase the amount of such Contingent Obligations or impose more restrictive or adverse
terms on the Borrowers or their respective Subsidiaries as compared to the terms of the Contingent Obligation being renewed or
extended and are not less favorable to the Term Agent and Term Lenders.


 


5.9           Compliance
with ERISA. No ERISA Affiliate shall cause or suffer to exist (a) any event that would reasonably be expected to
result in the imposition of a Lien on any asset of a Borrower or a Subsidiary of a Borrower with respect to any Title IV Plan or
Multiemployer Plan or (b) any other ERISA Event, that would, in the aggregate, result in Liabilities in excess of $100,000.
No Borrower shall cause or suffer to exist any event that would reasonably be expected to result in the imposition of a Lien with
respect to any Benefit Plan or Multiemployer Plan.


 




    	 	37	 



     


      


5.10         Restricted
Payments. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, (i) declare or
make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any
Stock or Stock Equivalent, (ii) purchase, redeem or otherwise acquire for value any Stock or Stock Equivalent now or hereafter
outstanding, (iii) pay any principal of, or any interest, fees, or other amounts payable in respect of, any Subordinated Indebtedness,
(iv) pay any management, consulting, advisory or similar fees to any of its equity holders or Affiliates or to any officer, director
or employee of any of its equity holders or Affiliates, or (v) set aside funds for any of the foregoing (the items described in
clauses (i) through (v) above are referred to as “Restricted Payments”); except that:


 


(a)          (i)
any Borrower may declare and make dividends and other distributions to another Borrower and (ii) any Subsidiary that is not a Borrower
may declare and make dividends and other distributions to a Borrower or another Subsidiary;


 


(b)          SDOI
may declare and make dividends payable solely in additional shares of its common Stock;


 


(c)          (i)
the Borrowers may prepay the Obligations subject to the terms of this Agreement, (ii) any Borrower or Subsidiary may pay off
Indebtedness of such Borrower or Subsidiary secured by a Permitted Lien if the Property securing such Indebtedness has been sold
or otherwise disposed of in a transaction permitted hereunder, (iii) any Borrower or Subsidiary may pay off Indebtedness of
such Borrower or Subsidiary in connection with a Permitted Refinancing thereof; and (iv) any Borrower or Subsidiary may pay
off intercompany Indebtedness of such Borrower or Subsidiary owing to a Borrower;


 


(d)          any
Borrower or Subsidiary may make cash interest payments to the holders of Subordinated Indebtedness of such Borrower or Subsidiary,
so long as such payments are permitted under the applicable Subordination Agreement;


 


(e)          SDOI
may redeem Stock or Stock Equivalents of SDOI held by employees of the Borrowers and their Subsidiaries upon the death or separation
from employment or departure therefrom or in connection with any management or employee option or benefit plan, in an aggregate
amount not to exceed $500,000 in any Fiscal Year, so long as no Default or Event of Default has occurred and is continuing or would
result therefrom;


 


(f)          any
Borrower or Subsidiary may pay reasonable compensation to its officers and employees for actual services rendered to such Borrower
or Subsidiary in the Ordinary Course of Business; and


 


(g)          any
Borrower or Subsidiary may pay reasonable directors’ fees to its directors and reimburse such directors for their actual
out-of-pocket expenses incurred in connection with attending board of director meetings.


 


5.11         Change
in Business. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, engage in any business
other than businesses of the type conducted by such Borrower such Subsidiary on the Closing Date or the date of the applicable
Permitted Acquisition, as the case may be, and businesses reasonably related or complementary thereto. Furthermore, no Borrower
shall, and no Borrower shall suffer or permit any of its Subsidiaries to, engage in any business or operations outside the United
States without the prior written consent of the Term Agent.


 




    	 	38	 



     


      


5.12         Change
in Structure; Foreign Subsidiaries. Except as expressly permitted under Section 5.3, no Borrower shall,
and no Borrower shall suffer or permit any of its Subsidiaries to, make any changes in its equity capital structure, issue any
Stock or Stock Equivalents (other than with respect to a Borrower) or amend any of its Organization Documents, in each case, in
any respect materially adverse to the Term Agent or the Term Lenders. No Borrower shall, and no Borrower shall suffer or permit
any of its Subsidiaries to, create, form or acquire any Foreign Subsidiaries without the Term Agent’s prior written consent.


 


5.13         Changes
in Accounting, Name or Jurisdiction of Organization. No Borrower shall, and no Borrower shall suffer or permit any of
its Subsidiaries to, (i) make any significant change in accounting treatment or reporting practices, except as required by
GAAP, (ii) change the Fiscal Year or method for determining Fiscal Quarters or Fiscal Months of any Borrower or of any Consolidated
Subsidiary of any Borrower, (iii) change its name as it appears in official filings in its jurisdiction of organization or
(iv) change its jurisdiction of organization or type of organization, in the case of clauses (iii) and (iv),
without at least ten (10) days’ prior written notice to the Term Agent.


 


5.14         Amendments
to Certain Indebtedness Documents. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries
to, amend or modify (a) any Subordinated Indebtedness Documents except as may otherwise be permitted under the applicable Subordination
Agreement or with the prior written consent of the Term Agent or (b) the Vista Seller Note or the Quality Seller Note (other than
extending the maturity date thereof) without the prior written consent of the Term Agent.


 


5.15         No
Burdensome Agreements. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, directly
or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance
of any kind on the ability of any Borrower or Subsidiary to pay dividends or make any other distribution on any of such Borrower’s
or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions
to any Borrower or any other Borrower, or to make loans or advances to any Borrower, or to transfer any of the Property of such
Subsidiary to any Borrower, or (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise
restricting the existence of any Lien upon any of its assets in favor of the Term Agent, whether now owned or hereafter acquired;
provided that the foregoing in this Section 5.15 shall not apply to restrictions and conditions (i) imposed
by Requirements of Law, (ii) imposed by the Loan Documents, (iii) that are customary restrictions and conditions contained
in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only
to the Subsidiary that is to be sold and such sale is permitted by the terms of this Agreement, (iv) with respect to clause
(b), imposed by any agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement
if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) with respect to
clause (b), that are customary provisions in leases restricting the assignment thereof.


 


5.16         OFAC;
Patriot Act. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, fail to comply with
the laws, regulations and executive orders referred to in Sections 3.27 and 3.28.


 




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5.17         Sale-Leasebacks.
No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, engage in a sale leaseback, synthetic lease
or similar transaction involving any of its assets.


 


5.18         Hazardous
Materials. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, cause or suffer to
exist any Release of any Hazardous Material at, to or from any Real Estate that would (a) violate any Environmental Law in
any material respect or (b) form the basis for any material Environmental Liabilities.


 


5.19         Guaranty
Under Material Indebtedness Agreement. No Domestic Subsidiary of any Borrower shall be or become a primary obligor or
guarantor of the Indebtedness incurred pursuant to any Material Indebtedness Agreement unless such Domestic Subsidiary shall also
be a Borrower under this Agreement prior to or concurrently therewith.


 


5.20         TPB
MNPI. No Borrower shall, and no Borrower shall permit any of its Subsidiaries or any of its or its Subsidiaries’
Related Persons to, disclose or cause to be disclosed any material non-public information regarding TPB to any Secured Party.


 


5.21         Loan
to Value Covenant. The Borrowers shall not permit the aggregate outstanding principal amount of the Term Loan and any
Protective Overadvances at any time to exceed the sum of (a) the product of (i) Billboard Cash Flow of the Borrowers for the most
recent trailing twelve (12) month period for which financial statements have been or are required under Section 4.1 to have
been delivered to the Term Agent multiplied by (ii) the Applicable BCF Multiple, plus (b) the product of (i) the
TPB Pledged Stock Value at such time multiplied by (ii) 0.35.


 


5.22         Financial
Covenants.


 


(a)          Minimum
Liquidity or Fixed Charge Coverage Ratio. The Borrowers shall not (i) at any time before the first date upon which the Applicable
Reference Period is March 31, 2019, permit Liquidity to be less than $3,000,000, and (ii) at any time on or after the first date
upon which the Applicable Reference Period is March 31, 2019, permit Liquidity to be less than $3,000,000 unless the Fixed Charge
Coverage Ratio for the Applicable Reference Period at such time, measured as of the last day of such Applicable Reference Period,
is greater than or equal to 1.10 to 1.00.


 


(b)          Maximum
TPB Consolidated Total Leverage Ratio. The Borrowers shall not, as of the last day of any fiscal quarter of TPB ending during
the periods specified below, permit the TPB Consolidated Total Leverage Ratio to be greater than the corresponding ratio set forth
below:


 


	Period	 	Maximum Ratio
	 	 	 
	Closing Date through December 30, 2018	 	6.00 to 1.00
	December 31, 2018 through December 30, 2019	 	5.75 to 1.00
	December 31, 2019 and thereafter	 	5.50 to 1.00


 


(c)          Maximum
TPB Consolidated Senior Leverage Ratio. The Borrowers shall not, as of the last day of any fiscal quarter of TPB ending during
the periods specified below, permit the TPB Consolidated Senior Leverage Ratio to be greater than the corresponding ratio set forth
below:


 




    	 	40	 



     


        


	Period	 	Maximum Ratio
	 	 	 
	Closing Date through December 30, 2018	 	5.00 to 1.00
	December 31, 2018 through December 30, 2019	 	4.75 to 1.00
	December 31, 2019 and thereafter	 	4.50 to 1.00


 


5.23         WT
Securities Account. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, withdraw or
otherwise transfer from the WT Securities Account any cash, Cash Equivalents, TPB Stock or other Property, in each case without
the prior written consent of the Term Agent, except that SDOI may make the following withdrawals or other transfers from the WT
Securities Account, and the Term Agent shall issue such instructions to the custodian of such account as are reasonably requested
by SDOI to permit such withdrawals or other transfers (provided that the Term Agent shall have no obligation to issue any
such instructions if an Event of Default has occurred and is continuing): (i) direct transfers of cash or Cash Equivalents (in
either case, not constituting the proceeds of any sale or repurchase of TPB Stock) to another Control Account of SDOI subject to
a Control Agreement, (ii) withdrawals or transfers of cash or Cash Equivalents (in either case, not constituting the proceeds of
any sale or repurchase of TPB Stock) to fund a portion of the purchase price for the Vista Acquisition, in accordance with a funds-flow
memorandum setting forth the sources and uses of all funds necessary to consummate such Acquisition, which funds-flow memorandum
shall be in form and substance reasonably satisfactory to the Term Agent and shall contain the details of how funds from each source
are to be transferred to particular uses and the wire transfer instructions for the particular uses of such funds, and (iii) transfers
of TPB Stock constituting permitted Dispositions under Section 5.2(e).


 


ARTICLE
VI.

EVENTS OF DEFAULT


 


6.1           Events
of Default.


 


Any of the following
shall constitute an “Event of Default”:


 


(a)          Non-Payment.
Any Borrower fails (i) to pay when and as required to be paid herein, any amount of principal of the Term Loan, including
after maturity, or (ii) to pay within three (3) Business Days after the same shall become due, any interest on the Term Loan,
any fee or any other amount payable hereunder or pursuant to any other Loan Document;


 


(b)          Representation
or Warranty. Any representation, warranty or certification by or on behalf of any Borrower or any of its Subsidiaries made
or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial statement or
other statement by any such Person, or their respective Responsible Officers, furnished at any time under this Agreement, or in
or under any other Loan Document, shall prove to have been incorrect in any material respect when made (without duplication of
other materiality qualifiers contained therein);


 


(c)          Specific
Defaults. Any Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 4.1,
4.2, 4.3(a), 4.3(l), 4.4(a) (with respect to any Borrower), 4.6, 4.9, 4.10, 4.11,
4.16 or Article V;


 




    	 	41	 



     


      


(d)          Other
Defaults. Any Borrower or any Subsidiary of any Borrower fails to perform or observe any other term, covenant or agreement
contained in this Agreement or any other Loan Document, and such default shall continue unremedied for a period of fifteen (15)
days;


 


(e)          Cross-Default.
Any Borrower or any Subsidiary of any Borrower (i) fails to make any payment in respect of any Indebtedness (other than the
Obligations) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing
to all creditors under any combined or syndicated credit arrangement) of more than $500,000 when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period,
if any, specified in the document relating thereto on the date of such failure; or (ii) fails to perform or observe any other
condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such
Indebtedness if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness
or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary
or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard
to any subordination terms with respect thereto), or such Contingent Obligation to become payable or cash collateral in respect
thereof to be demanded;


 


(f)          Insolvency;
Voluntary Proceedings. The Borrowers, taken as a whole, or the Borrowers and their Subsidiaries on a Consolidated basis, cease
or fail to be Solvent, or any Borrower or any Subsidiary of any Borrower: (i) generally fails to pay, or admits in writing
its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or
otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding
with respect to itself; or (iv) takes any action to effectuate or authorize any of the foregoing;


 


(g)          Involuntary
Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against any Borrower or any Subsidiary of
any Borrower, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against any such
Person’s Properties and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment,
execution or similar process shall not be released, vacated or fully bonded within forty-five (45) days after commencement, filing
or levy; (ii) any Borrower or Subsidiary of any Borrower admits the material allegations of a petition against it in any Insolvency
Proceeding, or an order for relief is ordered in any Insolvency Proceeding; or (iii) any Borrower or any Subsidiary of any
Borrower acquiesces in the appointment of a receiver, receiver and manager, trustee, custodian, conservator, liquidator, sequestrator,
mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its Property or business;


 


(h)          Monetary
Judgments. One or more judgments, non-interlocutory orders, decrees or arbitration awards shall be entered against any one
or more of the Borrowers or any of their respective Subsidiaries involving in the aggregate a liability of $500,000 or more (excluding
amounts covered by insurance to the extent the relevant independent third party insurer has not denied coverage therefor), and
the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty (30) days after the entry thereof;


 


(i)          Non-Monetary
Judgments. One or more non-monetary judgments, orders or decrees shall be rendered against any one or more of the Borrowers
or any of their respective Subsidiaries which has or could reasonably be expected to have, either individually or in the aggregate,
a Material Adverse Effect, and there shall be any period of ten (10) consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;


 




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(j)          Collateral.
Any provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable against any Borrower or
any Subsidiary of any Borrower party thereto or any Borrower or any Subsidiary of any Borrower shall so state in writing or bring
an action to limit its obligations or liabilities thereunder; or any Collateral Document shall for any reason (pursuant to the
terms thereof) cease to create a valid security interest in the Collateral purported to be covered thereby or such security interest
shall for any reason cease to be a perfected and first-priority security interest (subject only to Permitted Liens and, as to priority,
only to Permitted Liens under Section 5.1(a), (d), (e), (f), (g) or (h) or that have
priority under applicable law);


 


(k)          Ownership.
A Change in Control shall occur;


 


(l)          Invalidity
of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations and termination of the Delayed
Draw Term Loan Commitments, ceases to be in full force and effect; or any Borrower or any other Person contests in any manner the
validity or enforceability of any provision of any Loan Document; or any Borrower denies that it has any or further liability or
obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document;


 


(m)          Invalidity
of Subordination Agreement. The provisions of any Subordination Agreement shall for any reason be revoked or invalidated, or
otherwise cease to be in full force and effect, or any Person shall contest in any manner the validity or enforceability thereof
or deny that it has any further liability or obligation thereunder, or the Obligations, for any reason shall not have the priority
contemplated by this Agreement or such subordination provisions, as applicable;


 


(n)          Other
Indebtedness Documents. Any “default” or “event of default” or other breach shall occur under the Subordinated
Indebtedness Documents, the Vista Seller Note or the Quality Seller Note;


 


(o)          ERISA.
(i) An ERISA Event occurs with respect to a Benefit Plan or any Multiemployer Plan which has resulted or would reasonably
be expected to result in liability of any Borrower under Title IV of ERISA to such Benefit Plan or Multiemployer Plan or the PBGC
in an aggregate amount in excess of $500,000 or which could reasonably likely result in a Material Adverse Effect, or (ii) a
Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in
excess of $500,000 or which could reasonably likely result in a Material Adverse Effect;


 


(p)          Material
Adverse Effect. A Material Adverse Effect shall occur;


 


(q)          Criminal
Offense. Ian Estus or Greg Baxter (or any person succeeding Ian or Greg in his role at SDOI) is criminally indicted or convicted
for (i) any felony or indictable offence or (ii) violating any applicable Requirements of Law that could reasonably be expected
to lead to forfeiture of any material property of any Borrower or Subsidiary or any Collateral; or


 




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(r)          Activities
of SDOI. SDOI engages in any business activities or owns any Property other than (i) its ownership of the Stock of any other
Borrower, the Stock of PGI, and the TPB Pledged Stock, (ii) activities and contractual rights incidental to the maintenance of
its corporate existence as a holding company, (iii) the performance of its obligations under the Loan Documents to which it is
a party, the PGI Acquisition Agreement and related documents to which it is a party, the Outdoor Acquisition Documents to which
it is a party, and any Purchase Documentation for any Permitted Acquisition to which it is a party, (iv) the issuance of Stock
to the extent permitted under the Loan Documents, (v) the making of Investments to the extent permitted under Section 5.4,
(vi) the making of Restricted Payments to the extent permitted under Section 5.10, (vii) entering into employment agreements,
stock option and stock ownership plans and other customary arrangements with officers, directors, and employees and performing
the activities contemplated thereby, (viii) the providing of customary indemnification to officers and directors, and (ix) activities
incidental to those described in the foregoing clauses (i) through (viii).


 


6.2           Remedies.
Upon the occurrence and during the continuance of any Event of Default, the Term Agent may, and shall at the request of the Required
Lenders:


 


(a)          declare
all or any portion of the unpaid principal amount of the Term Loan, all interest accrued and unpaid thereon, and all other amounts
owing or payable hereunder or under any other Loan Document to be immediately due and payable, and terminate any then outstanding
Delayed Draw Term Loan Commitments and any other commitments to lend to Borrowers, in each case without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived by each Borrower; and/or


 


(b)          exercise
on behalf of itself and the Term Lenders all rights and remedies available to it and the Term Lenders under the Loan Documents
or applicable law;


 


provided, however, that upon the occurrence
of any event specified in Section 6.1(f) or 6.1(g) above, the unpaid principal amount of the Term Loan and all
interest and other amounts as aforesaid shall automatically become due and payable, and any then outstanding Delayed Draw Term
Loan Commitments and any other commitments to lend to Borrowers shall automatically be terminated, in each case without further
act of the Term Agent or any Term Lender.


 


6.3           Rights
Not Exclusive. The rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive
of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement
now existing or hereafter arising.


 


ARTICLE
VII.

TERM AGENT


 


7.1           Appointment
and Duties.


 


(a)          Appointment
of the Term Agent. Each Term Lender hereby appoints Crystal (together with any successor Term Agent pursuant to Section 7.9)
as Term Agent hereunder and authorizes the Term Agent to (i) execute and deliver the Loan Documents and accept delivery thereof
on its behalf from any Borrower, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform
the duties as are expressly delegated to the Term Agent under such Loan Documents and (iii) exercise such powers as are incidental
thereto.


 




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(b)          Duties
as Collateral and Disbursing Agent. Without limiting the generality of clause (a) above, the Term Agent shall have the
sole and exclusive right and authority (to the exclusion of the Term Lenders), and is hereby authorized, to (i) act as the
disbursing and collecting agent for the Term Lenders with respect to all payments and collections arising in connection with the
Loan Documents (including in any proceeding described in Section 6.1(g) or any other bankruptcy, insolvency or similar
proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized
to make such payment to the Term Agent, (ii) file and prove claims and file other documents necessary or desirable to allow
the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 6.1(f) or 6.1(g)
or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person),
(iii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements
and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other
action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by
the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to the Term
Agent and the other Secured Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of
Law or otherwise and (vii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Term Lender
that has consented in writing to such amendment, consent or waiver if such consent is required pursuant to Section 8.1
hereof; provided, however, that the Term Agent hereby appoints, authorizes and directs each Term Lender to act as
collateral sub-agent for the Term Agent and the Term Lenders for purposes of the perfection of Liens with respect to any deposit
account maintained by a Borrower with, and cash and Cash Equivalents held by, such Term Lender, and may further authorize and direct
the Term Lenders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer
the Collateral subject thereto to the Term Agent, and each Term Lender hereby agrees to take such further actions to the extent,
and only to the extent, so authorized and directed.


 


(c)          Limited
Duties. Under the Loan Documents, the Term Agent (i) is acting solely on behalf of the Secured Parties (except to the
limited extent provided in Section 1.4(b) with respect to the Register), with duties that are entirely administrative
in nature, notwithstanding the use of the defined term “Term Agent”, the terms “agent”, and “collateral
agent” and similar terms in any Loan Document to refer to the Term Agent, which terms are used for title purposes only, (ii) is
not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or
trustee of or for any Term Lender or any other Person and (iii) shall have no implied functions, responsibilities, duties,
obligations or other liabilities under any Loan Document, and each Secured Party, by accepting the benefits of the Loan Documents,
hereby waives and agrees not to assert any claim against the Term Agent based on the roles, duties and legal relationships expressly
disclaimed in clauses (i) through (iii) above.


 


7.2           Binding
Effect. Each Secured Party, by accepting the benefits of the Loan Documents, agrees that (a) any action taken by
the Term Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Term Lenders) in accordance
with the provisions of the Loan Documents, (b) any action taken by the Term Agent in reliance upon the instructions of Required
Lenders (or, where so required, such greater proportion) and (c) the exercise by the Term Agent or the Required Lenders (or,
where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are incidental
thereto, shall be authorized and binding upon all of the Secured Parties.


 




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7.3           Use
of Discretion.


 


(a)          The
Term Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents that the Term Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Term Lenders as shall be expressly provided for herein
or in the other Loan Documents); provided, that the Term Agent shall not be required to take any action that, in its opinion or
the opinion of its counsel, may expose the Term Agent to liability or that is contrary to any Loan Document or applicable Requirements
of Law.


 


(b)          The
Term Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall
not be liable for the failure to disclose, any information relating to any Borrower or its Affiliates that is communicated to or
obtained by the Term Agent or any of its Affiliates in any capacity.


 


(c)          Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder
and under the other Loan Documents against the Borrowers or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Term Agent in accordance with
the Loan Documents for the benefit of all the Term Lenders; provided that the foregoing shall not prohibit (i) the Term Agent
from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Term Agent)
hereunder and under the other Loan Documents, or (ii) any Term Lender from exercising setoff rights in accordance with Section 8.11;
and provided further that if at any time there is no Person acting as the Term Agent hereunder and under the other Loan Documents,
then (A) the Required Lenders shall have the rights otherwise ascribed to the Term Agent pursuant to Section 6.2
and (B) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject
to Section 8.11, any Term Lender may, with the consent of the Required Lenders, enforce any rights and remedies available
to it and as authorized by the Required Lenders.


 


7.4           Delegation
of Rights and Duties. The Term Agent may, upon any term or condition it specifies, delegate or exercise any of its rights,
powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by
or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Secured Party). Any such Person
shall benefit from this Article VII to the extent provided by the Term Agent.


 


7.5           Reliance
and Liability.


 


(a)          The
Term Agent may, without incurring any liability hereunder, (i) treat the payee of any Term Note as its holder until such Term
Note has been assigned in accordance with Section 8.9, (ii) rely on the Register to the extent set forth in Section 1.4,
(iii) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other
experts (including advisors to, and accountants and experts engaged by, any Borrower) and (iv) rely and act upon any document
and information (including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case
believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.


 




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(b)          None
of the Term Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in
connection with any Loan Document, and each Secured Party, each Borrower and each other Borrower hereby waive and shall not assert
(and each Borrower shall cause each other Borrower to waive and agree not to assert) any right, claim or cause of action based
thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of the Term Agent
or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction)
in connection with the duties expressly set forth herein. Without limiting the foregoing, the Term Agent:


 


(i)          shall
not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required
Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers
and directors of the Term Agent, when acting on behalf of the Term Agent);


 


(ii)         shall
not be responsible to any Term Lender or other Person for the due execution, legality, validity, enforceability, effectiveness,
genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created
under or in connection with, any Loan Document;


 


(iii)        makes
no warranty or representation, and shall not be responsible, to any Term Lender or other Person for any statement, document, information,
representation or warranty made or furnished by or on behalf of any Borrower or any Related Person of any Borrower in connection
with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Borrower,
whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Term Lenders)
omitted to be transmitted by the Term Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope,
nature or results of any due diligence performed by the Term Agent in connection with the Loan Documents; and


 


(iv)        shall
not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether
any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Borrower or any of its
Subsidiaries or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and
shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Designated
Borrower or any Term Lender describing such Default or Event of Default clearly labeled “notice of default” (in which
case the Term Agent shall promptly give notice of such receipt to all Term Lenders);


 


and, for each of the items set forth in
clauses (i) through (iv) above, each Term Lender and each Borrower hereby waives and agrees not to assert (and each
Borrower shall cause each other Borrower to waive and agree not to assert) any right, claim or cause of action it might have against
the Term Agent based thereon.


 




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(c)          Each
Term Lender (i) acknowledges that it has performed and will continue to perform its own diligence and has made and will continue
to make its own independent investigation of the operations, financial conditions and affairs of the Borrowers and their Subsidiaries
and (ii) agrees that it shall not rely on any audit or other report provided by the Term Agent or its Related Persons (an
“Agent Report”). Each Term Lender further acknowledges that any Agent Report (i) is provided to the Term
Lenders solely as a courtesy, without consideration, and based upon the understanding that such Term Lender will not rely on such
Agent Report, (ii) was prepared by the Term Agent or its Related Persons based upon information provided by the Borrowers
solely for the Term Agent’s own internal use, (iii) may not be complete and may not reflect all information and findings
obtained by the Term Agent or its Related Persons regarding the operations and condition of the Borrowers. Neither the Term Agent
nor any of its Related Persons makes any representations or warranties of any kind with respect to (i) any existing or proposed
financing, (ii) the accuracy or completeness of the information contained in any Agent Report or in any related documentation,
(iii) the scope or adequacy of the Term Agent’s and its Related Persons’ due diligence, or the presence or absence
of any errors or omissions contained in any Agent Report or in any related documentation, and (iv) any work performed by the
Term Agent or the Term Agent’s Related Persons in connection with or using any Agent Report or any related documentation.


 


(d)          Neither
the Term Agent nor any of its Related Persons shall have any duties or obligations in connection with or as a result of any Term
Lender receiving a copy of any Agent Report. Without limiting the generality of the forgoing, neither Term Agent nor any of its
Related Persons shall have any responsibility for the accuracy or completeness of any Agent Report, or the appropriateness of any
Agent Report for any Term Lender’s purposes, and shall have no duty or responsibility to correct or update any Agent Report
or disclose to any Term Lender any other information not embodied in any Agent Report, including any supplemental information obtained
after the date of any Agent Report. Each Term Lender releases, and agrees that it will not assert, any claim against the Term Agent
or its Related Persons that in any way relates to any Agent Report or arises out of any Term Lender having access to any Agent
Report or any discussion of its contents, and agrees to indemnify and hold harmless the Term Agent and its Related Persons from
all claims, liabilities and expenses relating to a breach by any Term Lender arising out of such Term Lender’s access to
any Agent Report or any discussion of its contents.


 


7.6           Term
Agent Individually. The Term Agent and its Affiliates may make loans and other extensions of credit to, acquire Stock
and Stock Equivalents of, engage in any kind of business with, any Borrower or Affiliate thereof as though it were not acting as
the Term Agent and may receive separate fees and other payments therefor. To the extent the Term Agent or any of its Affiliates
makes any portion of the Term Loan or otherwise becomes a Term Lender hereunder, it shall have and may exercise the same rights
and powers hereunder and shall be subject to the same obligations and liabilities as any other Term Lender and the terms “Term Lender”,
“Required Lender” and any similar terms shall, except where otherwise expressly provided in any Loan Document, include,
without limitation, the Term Agent or such Affiliate, as the case may be, in its individual capacity as a Term Lender or as one
of the Required Lenders.


 


7.7           Term
Lender Credit Decision.


 


(a)          Each
Term Lender acknowledges that it shall, independently and without reliance upon the Term Agent, any Term Lender or any of their
Related Persons or upon any document (including any offering and disclosure materials in connection with the syndication of the
Term Loan) solely or in part because such document was transmitted by the Term Agent or any of its Related Persons, conduct its
own independent investigation of the financial condition and affairs of each Borrower and their respective Subsidiaries and make
and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any
Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information
as it shall deem appropriate. Except for documents expressly required by any Loan Document to be transmitted by the Term Agent
to the Term Lenders, the Term Agent shall not have any duty or responsibility to provide any Term Lender with any credit or other
information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any
Borrower or any Affiliate of any Borrower that may come in to the possession of the Term Agent or any of its Related Persons.


 




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7.8           Expenses;
Indemnities; Withholding.


 


(a)          Each
Term Lender agrees to reimburse the Term Agent and each of its Related Persons (to the extent not reimbursed by any Borrower) promptly
upon demand, severally and ratably, for any costs and expenses (including fees, charges and disbursements of financial, legal and
other advisors and Other Taxes paid in the name of, or on behalf of, any Borrower) that may be incurred by the Term Agent or any
of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent,
waiver or enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring
or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for
document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities
under, any Loan Document.


 


(b)          Each
Term Lender further agrees to indemnify the Term Agent and each of its Related Persons (to the extent not reimbursed by any Borrower),
severally and ratably, from and against Liabilities (including, to the extent not indemnified pursuant to Section 7.8(c),
taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account
of any Term Lender) that may be imposed on, incurred by or asserted against the Term Agent or any of its Related Persons in any
matter relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document or any other
act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted
to be taken by the Term Agent or any of its Related Persons under or with respect to any of the foregoing.


 


(c)          To
the extent required by any applicable law, the Term Agent may withhold from any payment to any Term Lender under a Loan Document
an amount equal to any applicable withholding tax. If the IRS or any other Governmental Authority asserts a claim that the Term
Agent did not properly withhold tax from amounts paid to or for the account of any Term Lender (because the appropriate certification
form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding tax with
respect to a particular type of payment, or because such Term Lender failed to notify the Term Agent or any other Person of a change
in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), or
the Term Agent reasonably determines that it was required to withhold taxes from a prior payment but failed to do so, such Term
Lender shall promptly indemnify the Term Agent fully for all amounts paid, directly or indirectly, by the Term Agent as tax or
otherwise, including penalties and interest, and together with all expenses incurred by the Term Agent, including legal expenses,
allocated internal costs and out-of-pocket expenses. The Term Agent may offset against any payment to any Term Lender under a Loan
Document, any applicable withholding tax that was required to be withheld from any prior payment to such Term Lender but which
was not so withheld, as well as any other amounts for which the Term Agent is entitled to indemnification from such Term Lender
under this Section 7.8(c).


 




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7.9           Resignation.


 


(a)          The
Term Agent may resign at any time by delivering notice of such resignation to the Term Lenders and the Borrowers, effective on
the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance
with the terms of this Section 7.9. If the Term Agent delivers any such notice, the Required Lenders shall have the
right to appoint a successor Term Agent. If, after 30 days after the date of the retiring Term Agent’s notice of resignation,
no successor Term Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Term Agent
may, on behalf of the Term Lenders, appoint a successor Term Agent from among the Term Lenders. Each appointment under this clause
(a) shall be subject to the prior consent of the Borrowers, which may not be unreasonably withheld but shall not be required
during the continuance of an Event of Default.


 


(b)          Effective
immediately upon its resignation, (i) the retiring Term Agent shall be discharged from its duties and obligations under the
Loan Documents, (ii) the Term Lenders shall assume and perform all of the duties of the Term Agent until a successor Term
Agent shall have accepted a valid appointment hereunder, (iii) the retiring Term Agent and its Related Persons shall no longer
have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while
such retiring Term Agent was, or because such Term Agent had been, validly acting as the Term Agent under the Loan Documents and
(iv) subject to its rights under Section 7.3, the retiring Term Agent shall take such action as may be reasonably
necessary to assign to the successor Term Agent its rights as Term Agent under the Loan Documents. Effective immediately upon its
acceptance of a valid appointment as the Term Agent, a successor Term Agent shall succeed to, and become vested with, all the rights,
powers, privileges and duties of the retiring Term Agent under the Loan Documents.


 


7.10         Release
of Collateral or Borrowers. Each Term Lender hereby consents to the release and hereby directs the Term Agent to release
(or, in the case of clause (b)(ii) below, release or subordinate) the following:


 


(a)          any
Borrower from its Obligations if all of the Stock and Stock Equivalents of such Person are sold or transferred in a transaction
permitted under the Loan Documents (including pursuant to a waiver or consent); and


 


(b)          any
Lien held by the Term Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed
or otherwise disposed of by a Borrower in a transaction permitted by the Loan Documents (including pursuant to a waiver or consent),
and (ii) all of the Collateral and all Borrowers, upon (A) payment and satisfaction in full in immediately available
funds of all of the Term Loan and all other Obligations and termination of the Delayed Draw Term Loan Commitments, (B) deposit
of cash collateral (or other arrangements reasonably acceptable to the Term Agent) with respect to all contingent Obligations,
in amounts and on terms and conditions and with parties satisfactory to the Term Agent and each Indemnitee that is, or may be,
owed such Obligations (excluding contingent indemnification Obligations as to which no claim has been asserted) and (C) to
the extent requested by the Term Agent, receipt by the Term Agent and the Secured Parties of liability releases from the Borrowers
each in form and substance reasonably acceptable to the Term Agent.


 




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Each of the Term Lenders
hereby directs the Term Agent, and the Term Agent hereby agrees, upon receipt of at least five (5) Business Days’ advance
notice from the Designated Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary
to effect such releases when and as directed in this Section 7.10.


 


ARTICLE
VIII.

MISCELLANEOUS


 


8.1           Amendments
and Waivers.


 


(a)          No
amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure
by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Term Agent, the Required Lenders
(or by the Term Agent with the consent of the Required Lenders), and the Borrowers, and then such waiver shall be effective only
in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent
shall, unless in writing and signed by all the Term Lenders directly affected thereby (or by the Term Agent with the consent of
all the Term Lenders directly affected thereby), in addition to the Term Agent and the Required Lenders (or by the Term Agent with
the consent of the Required Lenders) and the Borrowers, do any of the following:


 


(i)          postpone
or delay any date fixed for, or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other
amounts (other than principal) due to the Term Lenders (or any of them) hereunder or under any other Loan Document (for the avoidance
of doubt, (x) the waiver of a Default or Event of Default or the waiver of the imposition of increased interest pursuant to
Section 1.3(c) shall not constitute a reduction of interest for purposes hereof and (y) mandatory prepayments
pursuant to Section 1.6 may be postponed, delayed, reduced, waived or modified with the consent of Required Lenders);


 


(ii)         reduce
the principal of, or the rate of interest specified herein or the amount of interest payable in cash specified herein on the Term
Loan, or of any fees or other amounts payable hereunder or under any other Loan Document (for the avoidance of doubt, the waiver
of a Default or Event of Default or the waiver of the imposition of increased interest pursuant to Section 1.3(c) shall
not constitute a reduction of interest for purposes hereof);


 


(iii)        amend
or modify Section 1.8 in any manner that would alter the order of treatment or the pro rata sharing of payments required
thereby;


 


(iv)        amend
this Section 8.1 or change (x) the term “Required Lenders” or (y) the percentage of Term Lenders
which shall be required for the Term Lenders to take any action hereunder;


 


(v)         discharge
the Borrowers from their payment Obligations under the Loan Documents, permit any assignment of such obligations, or release all
or substantially all of the Collateral, except as otherwise may be provided in this Agreement or the other Loan Documents;


 


(vi)        subordinate
(x) all or substantially all of the Liens granted pursuant to the Loan Documents or (y) the Obligations, in each case
other than as otherwise permitted hereunder; or


 




    	 	51	 



     


      


(vii)       extend
or increase any Term Lender’s Delayed Draw Term Loan Commitment or any other commitments to lend to Borrowers;


 


it being agreed that all Term Lenders shall
be deemed to be directly affected by an amendment or waiver of the type described in the preceding clauses (iv) through
(vi).


 


(b)          No
amendment, waiver or consent shall, unless in writing and signed by the Term Agent, in addition to the Required Lenders or all
Term Lenders directly affected thereby, as the case may be (or by the Term Agent with the consent of the Required Lenders or all
the Term Lenders directly affected thereby, as the case may be), affect the rights or duties of the Term Agent under this Agreement
or any other Loan Document. Notwithstanding anything to the contrary contained in this Section 8.1, the Fee Letter
may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.


 


(c)          Notwithstanding
anything to the contrary contained in this Section 8.1, the Term Agent and the Borrowers may amend or modify this Agreement
and any other Loan Document to (i) cure any ambiguity, omission, defect or inconsistency therein, or (ii) grant a new
Lien for the benefit of the Secured Parties, extend an existing Lien over additional Property for the benefit of the Secured Parties
or join additional Persons as Borrowers.


 


(d)          If
any Term Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that has
been approved by the Term Agent, then the Term Agent or the Borrowers may, at the Borrowers’ sole expense and effort, upon
notice to such Term Lender and the Term Agent, require such Term Lender to assign and delegate, without recourse, all of its interests,
rights (other than its existing rights to payments pursuant to Section 9.1 or Section 9.2) and obligations under
this Agreement and the related Loan Documents to an eligible assignee (determined in accordance with Section 8.9(b)) that
shall assume such obligations (which assignee may be another Term Lender, if a Term Lender accepts such assignment); provided
that:


 


(i)          the
Borrowers shall have paid to the Term Agent the assignment fee (if any) specified in Section 8.9(c);


 


(ii)         such
Term Lender shall have received payment of an amount equal to the outstanding principal of its portion of the Term Loan, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee
(to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);
and


 


(iii)        such
assignment does not conflict with applicable Requirements of Law.


 


A Term Lender shall not
be required to make any such assignment if, prior thereto, as a result of a waiver by such Term Lender or otherwise, the circumstances
entitling the Borrowers to require such assignment cease to apply.


  




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8.2           Notices.


 


(a)          Addresses.
All notices and other communications required or expressly authorized to be made by this Agreement shall be given in writing, unless
otherwise expressly specified herein, and (i) addressed to the address set forth on Schedule 8.2 hereof (as such
address may be updated from time to time by providing written notice to the other parties hereto in accordance with this Section 8.2(a)),
(ii) posted to any E-System approved by or set up by or at the direction of the Term Agent or (iii) addressed to such
other address as shall be notified in writing (A) in the case of the Borrowers and the Term Agent, to the other parties hereto
and (B) in the case of all other parties, to the Designated Borrower and the Term Agent. Transmissions made by electronic
mail to the Term Agent shall be effective only (x) for notices where such transmission is specifically authorized by this
Agreement, (y) if such transmission is delivered in compliance with procedures of the Term Agent applicable at the time and
previously communicated to the Designated Borrower, and (z) if receipt of such transmission is acknowledged by the Term Agent.


 


(b)          Effectiveness.
(i) All communications described in clause (a) above and all other notices, demands, requests and other communications
made in connection with this Agreement shall be effective and be deemed to have been received (A) if delivered by hand, upon
personal delivery, (B) if delivered by overnight courier service, one (1) Business Day after delivery to such courier service,
(C) if delivered by mail, three (3) Business Days after deposit in the mail, (D) if delivered by facsimile (other than
to post to an E-System pursuant to clause (a)(ii) above), upon sender’s receipt of confirmation of proper transmission,
and (E) if delivered by posting to any E-System, on the later of the Business Day of such posting and the Business Day access
to such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System; provided,
however, that no communications to the Term Agent pursuant to Article I shall be effective until received by the
Term Agent.


 


(ii)         The
posting, completion and/or submission by any Borrower of any communication pursuant to an E-System shall constitute a representation
and warranty by the Borrowers that any representation, warranty, certification or other similar statement required by the Loan
Documents to be provided, given or made by a Borrower in connection with any such communication is true, correct and complete except
as expressly noted in such communication or E-System.


 


(c)          Each
Term Lender shall notify the Term Agent in writing of any changes in the address to which notices to such Term Lender should be
directed, of addresses of its Lending Office, of payment instructions in respect of all payments to be made to it hereunder and
of such other administrative information as the Term Agent shall reasonably request.


 


8.3           Electronic
Transmissions.


 


(a)          Authorization.
Subject to the provisions of Section 8.2(a), each of the Term Agent, the Term Lenders, each Borrower and each of their
Related Persons, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic
Transmissions in connection with any Loan Document and the transactions contemplated therein. Each Borrower and each Secured Party
hereto acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated
with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby
authorizing the transmission of Electronic Transmissions.


 




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(b)          Signatures.
Subject to the provisions of Section 8.2(a), (i)(A) no posting to any E-System shall be denied legal effect merely
because it is made electronically, (i) each E-Signature on any such posting shall be deemed sufficient to satisfy any requirement
for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”,
in each case including pursuant to any Loan Document, any applicable provision of any UCC, the federal Uniform Electronic Transactions
Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirements of Law governing
such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of
a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature,
upon which the Term Agent, each Secured Party and each Borrower may rely and assume the authenticity thereof, (iii) each such
posting containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same
effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity
or enforceability of any posting on any E-System or E-Signature on any such posting under the provisions of any applicable Requirements
of Law requiring certain documents to be in writing or signed; provided, however, that nothing herein shall limit
such party’s or beneficiary’s right to contest whether any posting to any E-System or E-Signature has been altered
after transmission.


 


(c)          Separate
Agreements. All uses of an E-System shall be governed by and subject to, in addition to Section 8.2 and this Section 8.3,
the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and privacy
policy as may be updated from time to time, including on such E-System) and related Contractual Obligations executed by the Term
Agent and Borrowers in connection with the use of such E-System.


 


(d)          LIMITATION
OF LIABILITY. ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”.
NONE OF THE TERM AGENT, ANY TERM LENDER OR ANY OF THEIR RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY
E-SYSTEMS OR ELECTRONIC TRANSMISSION AND DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN. NO WARRANTY OF ANY KIND IS MADE
BY THE TERM AGENT, ANY TERM LENDER OR ANY OF THEIR RELATED PERSONS IN CONNECTION WITH ANY E-SYSTEMS OR ELECTRONIC COMMUNICATION,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM
FROM VIRUSES OR OTHER CODE DEFECTS. Each of the Borrowers, each other Borrower executing this Agreement and each Secured Party
agrees that the Term Agent has no responsibility for maintaining or providing any equipment, software, services or any testing
required in connection with any Electronic Transmission or otherwise required for any E-System.


 


8.4           No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Term Agent or any
Term Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. No course of dealing between any Borrower, any Affiliate of any Borrower, the Term Agent
or any Term Lender shall be effective to amend, modify or discharge any provision of this Agreement or any of the other Loan Documents.


 




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8.5           Costs
and Expenses. Any action taken by any Borrower under or with respect to any Loan Document, even if required under any
Loan Document or at the request of Term Agent or Required Lenders, shall be at the expense of such Borrower, and neither Term Agent
nor any other Secured Party shall be required under any Loan Document to reimburse any Borrower or any Subsidiary of any Borrower
therefor except as expressly provided therein. In addition, the Borrowers agree to pay or reimburse upon demand: (a) Term
Agent for all fees, disbursements, out-of-pocket costs and expenses (including reasonable travel expenses) incurred by it or any
of its Related Persons in connection with the investigation, development, preparation, documentation, negotiation, syndication,
execution, interpretation, monitoring or administration of, any modification of any term of or termination of, any Loan Document,
any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation, monitoring
and administration of any transaction contemplated herein or therein, in each case including Attorney Costs of Term Agent, background
checks and similar expenses and, subject to any limitations contained in Section 4.9, the cost of environmental audits,
field examinations, Collateral audits and appraisals, (b) Term Agent for all reasonable costs and expenses incurred by it
or any of its Related Persons in connection with field examinations and Collateral examinations (which shall be reimbursed, in
addition to the out-of-pocket costs and expenses of such examiners), in each case, subject to any limitations contained in Section 4.9,
(c) Term Agent and each Term Lender and their respective Related Persons for all costs and expenses incurred in connection
with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”,
(ii) the enforcement, protection or preservation of any right or remedy under any Loan Document, any Obligation, with respect
to the Collateral or any other related right or remedy (including, without limitation, any efforts to preserve, protect, collect,
or enforce the Collateral) or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action
with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Borrower, any Subsidiary of
any Borrower, Loan Document, Obligation or related transaction (or the response to and preparation for any subpoena or request
for document production relating thereto), including Attorney Costs of Term Agent, and (d) fees and disbursements of Attorney
Costs of one (1) law firm on behalf of all Term Lenders (in addition to Attorney Costs for Term Agent) incurred in connection with
any of the matters referred to in clause (c) above.


 


8.6           Indemnity.


 


(a)          Each
Borrower agrees to indemnify, hold harmless and defend Term Agent, each Term Lender and each of their respective Related Persons
(each such Person being an “Indemnitee”) from and against all Liabilities (including brokerage commissions, fees and
other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising
out of, in connection with or as a result of (i) any Loan Document, any Obligation (or the repayment thereof), the use or
intended use of the proceeds of the Term Loan or any securities filing of, or with respect to, any Borrower, (ii) any commitment
letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker,
finder or consultant, in each case entered into by or on behalf of any Borrower or any Affiliate of any of them in connection with
any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions,
(iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee
or any of its Related Persons, any holders of securities or creditors (and including legal fees in any case), whether or not any
such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial
law or regulation or any other Requirements of Law or theory thereof, including common law, equity, contract, tort or otherwise
relating to the transactions contemplated hereby or (iv) any other act, event or transaction related, contemplated in or attendant
to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that no Borrower shall
have any liability under this Section 8.6 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee
shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such
liability has resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee, as determined by
a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, each of the Borrowers and each other
Borrower executing this Agreement waives and agrees not to assert against any Indemnitee, and shall cause each other Borrower to
waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on,
incurred by or asserted against any Related Person other than to the extent such liability has resulted primarily from the bad
faith, gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final
non-appealable judgment or order. Without limiting the provisions of Section 9.1(d), this Section 8.6(a)
shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax
claim.


 




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(b)          Without
limiting the foregoing, “Indemnified Matters” includes all Environmental Liabilities, including those arising from,
or otherwise involving, any property of any Borrower or any Related Person of any Borrower or any actual, alleged or prospective
damage to property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on,
upon or into such property or natural resource or any property on or contiguous to any Real Estate of any Borrower or any Related
Person of any Borrower, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant
to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Borrower or any Related Person of any Borrower
or the owner, lessee or operator of any property of any Related Person through any foreclosure action, in each case except to the
extent such Environmental Liabilities (i) are incurred solely following foreclosure by Term Agent or following Term Agent
or any Term Lender having become the successor-in-interest to any Borrower or any Related Person of any Borrower and (ii) are
attributable solely to acts of such Indemnitee.


 


8.7           Marshaling;
Payments Set Aside. No Secured Party shall be under any obligation to marshal any Property in favor of any Borrower
or any other Person or against or in payment of any Obligation. To the extent that any Secured Party receives a payment from any
Borrower, from any other Borrower, from the proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement
action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential,
set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation
or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued
in full force and effect as if such payment had not occurred.


 


8.8           Successors
and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns; provided that any assignment by any Term Lender shall be subject to the provisions
of Section 8.9, and provided further that neither of the Borrowers nor any other Borrower may assign or transfer
any of its rights or obligations under this Agreement without the prior written consent of the Term Agent and each Term Lender.


 


8.9           Assignments
and Participations; Binding Effect.


 


(a)          Binding
Effect. This Agreement shall become effective when it shall have been executed by the Borrowers and the Term Agent and when
the Term Agent shall have been notified by each Term Lender that such Term Lender has executed it. Thereafter, it shall be binding
upon and inure to the benefit of, but only to the benefit of, the Borrowers (except for Article VII), the Term Agent,
each Term Lender and their respective successors and permitted assigns. Except as expressly provided in any Loan Document (including
in Section 7.9 and Section 8.9), none of the Borrowers, any other Borrower, any Term Lender or the Term
Agent shall have the right to assign any rights or obligations hereunder or any interest herein.


 




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(b)          Right
to Assign. Each Term Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights
and obligations hereunder (including all or a portion of its Delayed Draw Term Loan Commitment and the Term Loan owing to it) to
(i) any existing Term Lender, (ii) any Affiliate or Approved Fund of any existing Term Lender or (iii) any other
Person (that is not a natural Person) acceptable to the Term Agent and, so long as no Event of Default has occurred and is continuing,
the Designated Borrower (which acceptance shall not be unreasonably withheld and shall be deemed to have been given unless an objection
is delivered to the Term Agent in writing within five (5) Business Days after a notice of a proposed Sale is delivered to the Designated
Borrower); provided, however, that (w) the aggregate commitment and/or outstanding principal amount (determined
as of the effective date of the applicable Assignment) of the portion of the Delayed Draw Term Loan Commitment and/or Term Loan
subject to any such Sale shall be in a minimum amount of $1,000,000 and increments of $500,000 in excess thereof, unless such Sale
is made to an existing Term Lender or an Affiliate or Approved Fund of any existing Term Lender, is of the assignor’s (together
with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Term Agent, (x) such
Sales shall be effective only upon the acknowledgement in writing of such Sale by the Term Agent, and (y) interest and fees
accrued prior to and through the date of any such Sale may not be assigned. Without limiting the foregoing, no Sale shall be made
to (i) a Borrower or an Affiliate of a Borrower or (ii) a holder of Subordinated Indebtedness or an Affiliate of such
a holder.


 


(c)          Procedure.
The parties to each Sale made in reliance on clause (b) above (other than those described in clause (e) or (f)
below) shall execute and deliver to the Term Agent an Assignment via an electronic settlement system designated by the Term Agent
(or, if previously agreed with the Term Agent, via a manual execution and delivery of the Assignment) evidencing such Sale, together
with any existing Term Note subject to such Sale (or any affidavit of loss therefor acceptable to the Term Agent), any tax forms
required to be delivered pursuant to Section 9.1 and payment of an assignment fee in the amount of $3,500 to the Term
Agent, unless waived or reduced by the Term Agent; provided, that (i) if a Sale by a Term Lender is made to an Affiliate
or an Approved Fund of such assigning Term Lender, then no assignment fee shall be due in connection with such Sale, and (ii) if
a Sale by a Term Lender is made to an assignee that is not an Affiliate or Approved Fund of such assignor Term Lender, and concurrently
to one or more Affiliates or Approved Funds of such Assignee, then only one assignment fee of $3,500 shall be due in connection
with such Sale (unless waived or reduced by the Term Agent). Upon receipt of all the foregoing, and conditioned upon such receipt
and, if such Assignment is made in accordance with clause (iii) of the first sentence of Section 8.9(b), upon
the Term Agent (and the Designated Borrower, if applicable) consenting to such Assignment, from and after the effective date specified
in such Assignment, the Term Agent shall record or cause to be recorded in the Register the information contained in such Assignment.


 


(d)          Effectiveness.
Subject to the recording of an Assignment by the Term Agent in the Register pursuant to Section 1.4(b), (i) the
assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been
assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Term Lender, (ii) any applicable
Term Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent
that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except
for those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other
than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all
or the remaining portion of an assigning Term Lender’s rights and obligations under the Loan Documents, such Term Lender
shall cease to be a party hereto).


 




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(e)          Grant
of Security Interests. In addition to the other rights provided in this Section 8.9, each Term Lender may grant
a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter
acquired (including rights to payments of principal or interest on the Term Loan), to (i) any federal reserve bank (pursuant
to Regulation A of the Federal Reserve Board), without notice to the Term Agent or (ii) any holder of, or trustee for the
benefit of the holders of, such Term Lender’s Indebtedness or equity securities, by notice to the Term Agent; provided,
however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless
such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of
such Term Lender hereunder and no such Term Lender shall be relieved of any of its obligations hereunder.


 


(f)          Participants
and SPVs. In addition to the other rights provided in this Section 8.9, each Term Lender may, (i) with notice
to the Term Agent, grant to an SPV the option to make all or any part of the Term Loan that such Term Lender would otherwise be
required to make hereunder (and the exercise of such option by such SPV and the making of the Term Loan pursuant thereto shall
satisfy the obligation of such Term Lender to make such Term Loan hereunder) and such SPV may assign to such Term Lender the right
to receive payment with respect to any Obligation and (ii) without notice to or consent from the Term Agent or the Borrowers,
sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including
all its rights and obligations with respect to the Term Loan); provided, however, that, whether as a result of any
term of any Loan Document or of such grant or participation, (x) no such SPV or participant shall have a commitment, or be
deemed to have made an offer to commit, to make any portion of the Term Loan hereunder, and, except as provided in the applicable
option agreement, none shall be liable for any obligation of such Term Lender hereunder, (y) such Term Lender’s rights
and obligations, and the rights and obligations of the Borrowers and the Secured Parties towards such Term Lender, under any Loan
Document shall remain unchanged and each other party hereto shall continue to deal solely with such Term Lender, which shall remain
the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit
of Article IX, but, with respect to Section 9.1, only to the extent such participant or SPV delivers the tax
forms such Term Lender is required to collect pursuant to Section 9.1(f) and then only to the extent of any amount
to which such Term Lender would be entitled in the absence of any such grant or participation and (B) each such SPV may receive
other payments that would otherwise be made to such Term Lender with respect to the portion of the Term Loan funded by such SPV
to the extent provided in the applicable option agreement and set forth in a notice provided to the Term Agent by such SPV and
such Term Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above)
shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (z) the consent of such SPV
or participant shall not be required (either directly, as a restraint on such Term Lender’s ability to consent hereunder
or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising
any powers or rights such Term Lender may have under or in respect of the Loan Documents (including the right to enforce or direct
enforcement of the Obligations), except for those described in clauses (i) and (ii) of Section 8.1(a)
with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and,
in the case of participants, except for those described in clause (iv) of Section 8.1(a). No party hereto shall
institute (and the Borrowers shall cause each other Borrower not to institute) against any SPV grantee of an option pursuant to
this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is
one year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, however,
that each Term Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred
by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to be reimbursed
by such SPV for any such Liability). The agreement in the preceding sentence shall survive the payment in full of the Obligations.


 




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8.10         Non-Public
Information; Confidentiality.


 


(a)          Non-Public
Information. Term Agent and each Term Lender acknowledges and agrees that it may receive material non-public information (“MNPI”)
hereunder concerning the Borrowers and their Affiliates (other than TPB and its subsidiaries) and agrees to use such information
in compliance with all relevant policies, procedures and applicable Requirements of Laws.


 


(b)          Confidential
Information. Each Term Lender and Term Agent agrees to use all commercially reasonable efforts to maintain, in accordance with
its customary practices, the confidentiality of information obtained by it pursuant to any Loan Document and designated in writing
by any Borrower as confidential, except that such information may be disclosed (i) with the Designated Borrower’s consent,
(ii) to Related Persons, funding sources and investment committees of such Term Lender, or Term Agent, as the case may be,
that are advised of the confidential nature of such information and are instructed to keep such information confidential in accordance
with the terms hereof, (iii) to the extent such information presently is or hereafter becomes (A) publicly available
other than as a result of a breach of this Section 8.10 or (B) available to such Term Lender or Term Agent or
any of their Related Persons, as the case may be, from a source (other than any Borrower) not known by them to be subject to disclosure
restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested
or demanded by any Governmental Authority, (v) to the extent necessary or customary for inclusion in league table measurements,
(vi) (A) to the National Association of Insurance Commissioners or any similar organization, any examiner or any nationally
recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that does not identify
Borrowers, (vii) to current or prospective assignees, SPVs (including the investors or prospective investors therein) or participants
and to their respective Related Persons, in each case to the extent such assignees, investors, participants or Related Persons
agree to be bound by provisions substantially similar to the provisions of this Section 8.10 (and such Person may disclose
information to their respective Related Persons in accordance with clause (ii) above), (viii) to any other party hereto,
(ix) to any rating agency (provided that, prior to any such disclosure, such holder shall make the recipient of such
Confidential Information aware of the confidential nature of the same), and (x) in connection with the exercise or enforcement
of any right or remedy under any Loan Document, in connection with any litigation or other proceeding to which such Term Lender
or Term Agent or any of their Related Persons is a party or bound, or to the extent necessary to respond to public statements or
disclosures by Borrowers or their Related Persons referring to a Term Lender or Term Agent or any of their Related Persons. In
the event of any conflict between the terms of this Section 8.10 and those of any other Contractual Obligation entered
into with any Borrower (whether or not a Loan Document), the terms of this Section 8.10 shall govern.


 




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(c)          Tombstones.
The Term Agent or any Term Lender may from time to time publish advertising material (including press releases) relating to the
financing transactions contemplated by this Agreement using any Borrower’s name, product photographs, logo or trademark.


 


(d)          Press
Release and Related Matters. No Borrower shall, and no Borrower shall permit any of its Affiliates to, issue any press release
or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of securities
of any Borrower) using the name, logo or otherwise referring to Crystal or of any of its Affiliates, the Loan Documents or any
transaction contemplated therein to which Term Agent is party without the prior consent of Crystal except to the extent required
to do so under applicable Requirements of Law and then, only after consulting with Crystal.


 


(e)          Distribution
of Materials to Term Lenders. The Borrowers acknowledge and agree that the Loan Documents and all reports, notices, communications
and other information or materials provided or delivered by, or on behalf of, the Borrowers hereunder (collectively, the “Borrower
Materials”) may be disseminated by, or on behalf of, Term Agent, and made available, to the Term Lenders by posting such
Borrower Materials on an E-System. The Borrowers authorize Term Agent to download copies of their logos from its website and post
copies thereof on an E-System.


 


(f)          Material
Non-Public Information. The Borrowers hereby agree that if either they, any parent company or any Subsidiary of the Borrowers
has publicly traded equity or debt securities in the U.S., they shall (and shall cause such parent company or Subsidiary, as the
case may be, to) (i) identify in writing, and (ii) clearly and conspicuously mark such Borrower Materials that contain
only information that is publicly available or that is not material for purposes of U.S. federal and state securities laws as “PUBLIC”.
The Borrowers agree that by identifying such Borrower Materials as “PUBLIC” or publicly filing such Borrower Materials
with the Securities and Exchange Commission, then Term Agent and the Term Lenders shall be entitled to treat such Borrower Materials
as not containing any MNPI for purposes of U.S. federal and state securities laws. The Borrowers further represent, warrant, acknowledge
and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain
any MNPI: (A) the Loan Documents, including the schedules and exhibits attached thereto, and (B) administrative materials
of a customary nature prepared by the Borrowers or Term Agent. Before distribution of any Borrower Materials, the Borrowers agree
to execute and deliver to Term Agent a letter authorizing distribution of the evaluation materials to prospective Term Lenders
and their employees willing to receive MNPI, and a separate letter authorizing distribution of evaluation materials that do not
contain MNPI and represent that no MNPI is contained therein.


 


(g)          TPB
MNPI. Nothing in this Section 8.10 shall be deemed to limit the provisions of Section 5.20.


  




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8.11         Set-off;
Sharing of Payments.


 


(a)          Right
of Setoff. Each of Term Agent, each Term Lender and each Affiliate (including each branch office thereof) of any of them is
hereby authorized, without notice or demand (each of which is hereby waived by each Borrower), at any time and from time to time
during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law, to set off
and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness,
claims or other obligations at any time owing by Term Agent, such Term Lender or any of their respective Affiliates to or for the
credit or the account of any Borrower or any other Borrower against any Obligation of any Borrower now or hereafter existing, whether
or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured.
No Term Lender shall exercise any such right of setoff without the prior consent of Term Agent or Required Lenders. Each of Term
Agent and each Term Lender agrees promptly to notify the Designated Borrower and Term Agent after any such setoff and application
made by such Term Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect
the validity of such setoff and application. The rights under this Section 8.11 are in addition to any other rights
and remedies (including other rights of setoff) that Term Agent, the Term Lenders, their Affiliates and the other Secured Parties,
may have.


 


(b)          Sharing
of Payments, Etc. If any Term Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any
Obligation of any Borrower (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any
Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Section 8.9
or Article IX and such payment exceeds the amount such Term Lender would have been entitled to receive if all payments had
gone to, and been distributed by, the Term Agent in accordance with the provisions of the Loan Documents, such Term Lender shall
purchase in cash from other Term Lenders such participations in their Obligations as necessary for such Term Lender to share such
excess payment with such Term Lenders to ensure such payment is applied as though it had been received by the Term Agent and applied
in accordance with this Agreement (or, if such application would then be at the discretion of the Borrowers, applied to repay the
Obligations in accordance herewith); provided, however, that (i) if such payment is rescinded or otherwise recovered
from such Term Lender in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to
such Term Lender without interest and (ii) such Term Lender shall, to the fullest extent permitted by applicable Requirements
of Law, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully
as if such Term Lender were the direct creditor of the applicable Borrower in the amount of such participation.


 


8.12         Counterparts;
Facsimile Signature. This Agreement may be executed in any number of counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.
Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective
as delivery of a manually executed counterpart hereof.


 


8.13         Severability.
The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not
in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement
required hereunder.


 


8.14         Captions.
The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this
Agreement.


 


8.15         Independence
of Provisions. The parties hereto acknowledge that this Agreement and the other Loan Documents may use several different
limitations, tests or measurements to regulate the same or similar matters, and that such limitations, tests and measurements are
cumulative and must each be performed, except as expressly stated to the contrary in this Agreement.


 




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8.16         Interpretation.
This Agreement is the result of negotiations among and has been reviewed by counsel to Borrowers, the Term Agent, each Term Lender
and other parties hereto, and is the product of all parties hereto. Accordingly, this Agreement and the other Loan Documents shall
not be construed against the Term Lenders or the Term Agent merely because of the Term Agent’s or the Term Lenders’
involvement in the preparation of such documents and agreements. Without limiting the generality of the foregoing, each of the
parties hereto has had the advice of counsel with respect to Sections 8.18 and 8.19.


 


8.17         No
Third Parties Benefited. This Agreement is made and entered into for the sole protection and legal benefit of the Borrowers,
the Term Lenders and the Term Agent, and their permitted successors and assigns, and no other Person shall be a direct or indirect
legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the
other Loan Documents. Neither the Term Agent nor any Term Lender shall have any obligation to any Person not a party to this Agreement
or the other Loan Documents.


 


8.18         Governing
Law and Jurisdiction.


 


(a)          Governing
Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING, WITHOUT LIMITATION,
ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT
INTEREST) BUT WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.


 


(b)          Submission
to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY LOAN DOCUMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS
OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO EXECUTING THIS AGREEMENT HEREBY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS; PROVIDED
THAT NOTHING IN THIS AGREEMENT SHALL LIMIT THE RIGHT OF THE TERM AGENT TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS
OF ANY OTHER JURISDICTION TO THE EXTENT THE TERM AGENT DETERMINES THAT SUCH ACTION IS NECESSARY OR APPROPRIATE TO EXERCISE ITS
RIGHTS OR REMEDIES UNDER THE LOAN DOCUMENTS. THE PARTIES HERETO (AND, TO THE EXTENT SET FORTH IN ANY OTHER LOAN DOCUMENT, EACH
OTHER BORROWER) HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS, THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTIONS.


 




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(c)          Service
of Process. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND
OTHER DOCUMENTS AND OTHER SERVICE OF PROCESS OF ANY KIND AND CONSENTS TO SUCH SERVICE IN ANY SUIT, ACTION OR PROCEEDING BROUGHT
IN THE UNITED STATES OF AMERICA WITH RESPECT TO OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH ANY LOAN DOCUMENT BY ANY MEANS
PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING BY THE MAILING THEREOF (BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID)
TO THE ADDRESS OF THE DESIGNATED BORROWER SPECIFIED HEREIN (AND SHALL BE EFFECTIVE WHEN SUCH MAILING SHALL BE EFFECTIVE, AS PROVIDED
THEREIN). EACH PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


(d)          Non-Exclusive
Jurisdiction. NOTHING CONTAINED IN THIS SECTION 8.18 SHALL AFFECT THE RIGHT OF THE TERM AGENT OR ANY TERM LENDER
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE REQUIREMENTS OF LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST ANY BORROWER IN ANY OTHER JURISDICTION.


 


8.19         Waiver
of Jury Trial. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION
CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.


 


8.20         Entire
Agreement; Release; Survival.


 


(a)          THE
LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE
SUBJECT MATTER THEREOF AND ANY PRIOR LETTER OF INTEREST, COMMITMENT LETTER, CONFIDENTIALITY AND SIMILAR AGREEMENTS INVOLVING ANY
BORROWER AND ANY TERM LENDER OR ANY OF THEIR RESPECTIVE AFFILIATES RELATING TO A FINANCING OF SUBSTANTIALLY SIMILAR FORM, PURPOSE
OR EFFECT OTHER THAN THE FEE LETTER. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT,
THE TERMS OF THIS AGREEMENT SHALL GOVERN (UNLESS OTHERWISE EXPRESSLY STATED IN SUCH OTHER LOAN DOCUMENT OR SUCH TERMS OF SUCH OTHER
LOAN DOCUMENTS ARE NECESSARY TO COMPLY WITH APPLICABLE REQUIREMENTS OF LAW, IN WHICH CASE SUCH TERMS SHALL GOVERN TO THE EXTENT
NECESSARY TO COMPLY THEREWITH).


 




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(b)          Execution
of this Agreement by the Borrowers constitutes a full, complete and irrevocable release of any and all claims which each Borrower
may have at law or in equity in respect of all prior discussions and understandings, oral or written, relating to the subject matter
of this Agreement and the other Loan Documents. In no event shall any Indemnitee be liable on any theory of liability for any special,
indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Each of the Borrowers
and each other Borrower signatory hereto hereby waives, releases and agrees (and shall cause each other Borrower to waive, release
and agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued
and whether or not known or suspected to exist in its favor.


 


(c)          (i) Any
indemnification or other protection provided to any Indemnitee pursuant to this Section 8.20, Sections 8.5
(Costs and Expenses) and 8.6 (Indemnity) and Article VII (Term Agent) and Article IX (Taxes and
Yield Protection) and (ii) the provisions of Section 7.1 of the Security Agreement, in each case, shall (x) survive
the payment in full of all Obligations and (y) with respect to clause (i) above, inure to the benefit of any Person
that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.


 


8.21         Patriot
Act. Each Term Lender that is subject to the Patriot Act hereby notifies the Borrowers that pursuant to the requirements
of the Patriot Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes
the name and address of each Borrower and other information that will allow such Term Lender to identify each Borrower in accordance
with the Patriot Act.


 


8.22         Additional
Waivers.


 


(a)          The
Obligations are the joint and several obligation of each Borrower. To the fullest extent permitted by applicable law, the obligations
of each Borrower shall not be affected by (i) the failure of any Secured Party to assert any claim or demand or to enforce
or exercise any right or remedy against any other Borrower under the provisions of this Agreement, any other Loan Document or otherwise,
(ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement
or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral
or other security held by or on behalf of the Term Agent or any other Secured Party.


 


(b)          The
obligations of each Borrower shall not be subject to any reduction, limitation, impairment or termination for any reason (other
than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration
or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting
the generality of the foregoing, the obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected
by the failure of the Term Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under this Agreement,
any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure
or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might
in any manner or to any extent vary the risk of any Borrower or that would otherwise operate as a discharge of any Borrower as
a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations).


 




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(c)          To
the fullest extent permitted by applicable law, each Borrower waives any defense based on or arising out of any defense of any
other Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of
the liability of any other Borrower, other than the indefeasible payment in full in cash of all the Obligations. The Term Agent
and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial
or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations,
make any other accommodation with any other Borrower, or exercise any other right or remedy available to them against any other
Borrower, without affecting or impairing in any way the liability of any Borrower hereunder except to the extent that all the Obligations
have been indefeasibly paid in full in cash. Each Borrower waives any defense arising out of any such election even though such
election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of such Borrower against any other Borrower, as the case may be, or any security.


 


(d)          Upon
payment by any Borrower of any Obligations, all rights of such Borrower against any other Borrower arising as a result thereof
by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior
in right of payment to the prior indefeasible payment in full in cash of all the Obligations and termination of the Delayed Draw
Term Loan Commitments. In addition, any indebtedness of any Borrower now or hereafter held by any other Borrower is hereby subordinated
in right of payment to the prior indefeasible payment in full of the Obligations and termination of the Delayed Draw Term Loan
Commitments, and, so long as an Event of Default has occurred and is continuing, no Borrower will demand, sue for or otherwise
attempt to collect any such indebtedness. If any amount shall erroneously be paid to any Borrower on account of (i) such subrogation,
contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Borrower, so long as an Event
of Default has occurred and is continuing, such amount shall be held in trust for the benefit of the Secured Parties and shall
forthwith be paid to the Term Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance
with the terms of this Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Borrower shall,
under this Agreement as a joint and several obligor, repay any of the Obligations constituting a portion of the Term Loan made
to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation
Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification
from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of
such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator
of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the “Allocable
Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be
asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of
Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”)
or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably
small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5
of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548
of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.


 


8.23         Creditor-Debtor
Relationship. The relationship between the Term Agent, and each Term Lender, on the one hand, and the Borrowers, on
the other hand, is solely that of creditor and debtor. No Secured Party has any fiduciary relationship or duty to any Borrower
arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Secured Parties
and the Borrowers by virtue of, any Loan Document or any transaction contemplated therein.


 




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8.24         Actions
in Concert. Notwithstanding anything contained herein to the contrary, each Term Lender hereby agrees with each other
Term Lender that no Term Lender shall take any action to protect or enforce its rights against any Borrower arising out of this
Agreement or any other Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent
of the Term Agent or Required Lenders, it being the intent of the Term Lenders that any such action to protect or enforce rights
under this Agreement and the other Loan Documents shall be taken in concert and at the direction or with the consent of the Term
Agent or Required Lenders.


 


8.25         Agency
of the Designated Borrower for Each Other Borrower. Each Borrower irrevocably appoints the Designated Borrower as its
agent for all purposes relevant to this Agreement, including the giving and receipt of notices and execution and delivery of all
documents, instruments, and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction,
certification, or other action which might otherwise be valid or effective only if given or taken by all or any of the Borrowers
or acting singly, shall be valid and effective if given or taken only by the Designated Borrower, whether or not any other Borrower
joins therein, and the Term Agent and the Term Lenders shall have no duty or obligation to make further inquiry with respect to
the authority of the Designated Borrower under this Section 8.25; provided that nothing in this Section 8.25
shall limit the effectiveness of, or the right of the Term Agent and the Term Lenders to rely upon, any notice, document, instrument,
certificate, acknowledgment, consent, direction, certification or other action delivered by any Borrower pursuant to this Agreement.
The Designated Borrower agrees that the Term Agent, the Term Lenders and their Affiliates may have economic interests that conflict
with those of the Designated Borrower, the other Borrowers, their respective Subsidiaries and their Affiliates, and none of the
Term Agent, the Term Lenders or their Affiliates has any obligation to disclose any of such interests to the Designated Borrower,
the other Borrowers or any of their respective Subsidiaries.


 


8.26         Acknowledgment
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document
or any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability
of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to
the Write-Down and Conversion Powers of an EEA Resolutions Authority and agrees and consents to, and acknowledges and agrees to
be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)          the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)          a
reduction in full or in party or cancellation of any such liability;


 


(ii)         a
conversion of all, or a portion of, such liability into share or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 




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(iii)        the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution
Authority.


 


ARTICLE
IX.

TAXES, YIELD PROTECTION AND ILLEGALITY


 


9.1           Taxes.


 


(a)          Except
as otherwise provided in this Section 9.1, each payment by any Borrower under any Loan Document shall be made free
and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings imposed by any Governmental Authority
and all liabilities with respect thereto (and without deduction for any of them) (collectively, but excluding Excluded Taxes, the
“Taxes”).


 


(b)          If
any Taxes shall be required by any Requirements of Law to be deducted from or in respect of any amount payable under any Loan Document
to any Secured Party (i) such amount shall be increased as necessary to ensure that, after all required deductions for Taxes
are made (including deductions applicable to any increases to any amount under this Section 9.1), such Secured Party
receives the amount it would have received had no such deductions been made, (ii) the relevant Borrower shall make such deductions,
(iii) the relevant Borrower shall timely pay the full amount deducted to the relevant taxing authority or other authority
in accordance with applicable Requirements of Law and (iv) within 30 days after such payment is made, the relevant Borrower
shall deliver to Term Agent an original or certified copy of a receipt evidencing such payment or other evidence of payment reasonably
satisfactory to Term Agent.


 


(c)          In
addition, the Borrowers agree to pay, and authorize Term Agent to pay in their name, any stamp, documentary, excise or property
tax, charges or similar levies imposed by any applicable Requirements of Law or Governmental Authority and all Liabilities with
respect thereto (including by reason of any delay in payment thereof), in each case arising from the execution, delivery or registration
of, or otherwise with respect to, any Loan Document or any transaction contemplated therein (collectively, “Other Taxes”).
Within 30 days after the date of any payment of Other Taxes by any Borrower, the Designated Borrower shall furnish to Term Agent,
at its address referred to in Section 8.2, the original or a certified copy of a receipt evidencing payment thereof
or other evidence of payment reasonably satisfactory to Term Agent.


 


(d)          The
Borrowers shall reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to Term Agent), each Secured
Party for all Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this
Section 9.1) paid by such Secured Party and any Liabilities arising therefrom or with respect thereto, whether or not
such Taxes or Other Taxes were correctly or legally asserted. A certificate of the Secured Party (or of Term Agent on behalf of
such Secured Party) claiming any compensation under this clause (d), setting forth the amounts to be paid thereunder and
delivered to the Designated Borrower with copy to Term Agent, shall be conclusive, binding and final for all purposes, absent manifest
error. In determining such amount, Term Agent and such Secured Party may use any reasonable averaging and attribution methods.


 


(e)          Any
Term Lender claiming any additional amounts payable pursuant to this Section 9.1 shall use its commercially reasonable
efforts (consistent with its internal policies and Requirements of Law) to change the jurisdiction of its Lending Office if such
a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole
determination of such Term Lender, be otherwise disadvantageous to such Term Lender.


 




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(f)          Any
Term Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Loan
Document shall deliver to the Designated Borrower and the Term Agent, at the time or times reasonably requested by the Designated
Borrower or the Term Agent, such properly completed and executed documentation reasonably requested by the Designated Borrower
or the Term Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition,
any Term Lender, if reasonably requested by the Designated Borrower or the Term Agent, shall deliver such other documentation prescribed
by applicable law or reasonably requested by the Designated Borrower or the Term Agent as will enable the Designated Borrower or
the Term Agent to determine whether or not such Term Lender is subject to backup withholding or information reporting requirements.
Notwithstanding the generality of the foregoing:


 


(i)          Each
Non-U.S. Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or is
subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such Non-U.S.
Lender Party becomes a “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or
certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form
or certification previously delivered by it pursuant to this clause (i) and (z) from time to time if requested by the
Designated Borrower or Term Agent (or, in the case of a participant or SPV, the relevant Term Lender), provide Term Agent and the
Designated Borrower (or, in the case of a participant or SPV, the relevant Term Lender) with two completed originals of each of
the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively
connected with a U.S. trade or business), W-8BEN or W-8BEN-E, as applicable (claiming exemption from, or a reduction of, U.S. withholding
tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements and documents,
including those for the beneficial owners) or any successor forms, (B) in the case of a Non-U.S. Lender Party claiming exemption
under Sections 871(h) or 881(c) of the Code, Form W-8BEN or W-8BEN-E, as applicable (claiming exemption from U.S. withholding tax
under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to Term Agent
that such Non-U.S. Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code,
(2) a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code or
(3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other
applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from
United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan
Documents. Unless the Designated Borrower and Term Agent have received forms or other documents satisfactory to them indicating
that payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are
subject to such tax at a rate reduced by an applicable tax treaty, the Borrowers and Term Agent shall withhold amounts required
to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate.


 


(ii)         Each
U.S. Lender Party shall (A) on or prior to the date such U.S. Lender Party becomes a “U.S. Lender Party” hereunder,
(B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence
of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause
(f) and (D) from time to time if requested by the Designated Borrower or Term Agent (or, in the case of a participant
or SPV, the relevant Term Lender), provide Term Agent and the Borrowers (or, in the case of a participant or SPV, the relevant
Term Lender) with two completed originals of Form W-9 (certifying that such U.S. Lender Party is entitled to an exemption from
U.S. backup withholding tax) or any successor form.


 




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(iii)        Each
Term Lender having sold a participation in any of its Obligations or identified an SPV as such to Term Agent shall collect from
such participant or SPV the documents described in this clause (f) and provide them to Term Agent.


 


(iv)        If
a payment made to a Non-U.S. Lender Party would be subject to United States federal withholding tax imposed by FATCA if such Non-U.S.
Lender Party fails to comply with the applicable reporting requirements of FATCA, such Non-U.S. Lender Party shall deliver to Term
Agent and Designated Borrower any documentation under any Requirements of Law or reasonably requested by Term Agent or Designated
Borrower sufficient for Term Agent or Designated Borrower to comply with their obligations under FATCA and to determine that such
Non-U.S. Lender has complied with such applicable reporting requirements.


 


9.2           Increased
Costs and Reduction of Return.


 


(a)          If
any Term Lender shall have determined that:


 


(i)          the
introduction of any Capital Adequacy Regulation;


 


(ii)         any
change in any Capital Adequacy Regulation;


 


(iii)        any
change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority
charged with the interpretation or administration thereof; or


 


(iv)        compliance
by such Term Lender (or its Lending Office) or any entity controlling the Term Lender, with any Capital Adequacy Regulation;


 


affects the amount of capital required
or expected to be maintained by such Term Lender or any entity controlling such Term Lender and (taking into consideration such
Term Lender’s or such entities’ policies with respect to capital adequacy and such Term Lender’s desired return
on capital) determines that the amount of such capital is increased as a consequence of its loans, credits or obligations under
this Agreement, then, within ten (10) days of demand of such Term Lender (with a copy to the Term Agent), the Borrowers shall pay
to such Term Lender, from time to time as specified by such Term Lender, additional amounts sufficient to compensate such Term
Lender (or the entity controlling the Term Lender) for such increase.


 


(b)          Notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed
to be a change in a Requirements of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection
(a) above, as applicable, regardless of the date enacted, adopted or issued.


 




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9.3           Certificates
of Term Lenders. Any Term Lender claiming reimbursement or compensation pursuant to this Article IX shall deliver
to the Borrowers (with a copy to the Term Agent) a certificate setting forth in reasonable detail the amount payable to such Term
Lender hereunder and such certificate shall be conclusive and binding on the Borrowers in the absence of manifest error.


 


9.4           Illegality;
Inability to Determine Rates; Amendment to LIBOR, Etc.


 


(a)          Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, if the Term Agent determines (which determination shall
be conclusive absent manifest error), or the Designated Borrower or the Required Lenders notify the Term Agent (with, in the case
of the Required Lenders, a copy to the Designated Borrower) that the Designated Borrower or the Required Lenders (as applicable)
have determined, that:


 


(i)          adequate
and reasonable means do not exist for ascertaining LIBOR, including, without limitation, because the LIBOR Screen Rate is not available
or published on a current basis and such circumstances are unlikely to be temporary; or


 


(ii)         any
law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Term Lender or its applicable
Lending Office to perform any of its obligations hereunder or to determine or charge interest rates based upon LIBOR, or any Governmental
Authority has imposed material restrictions on the authority of such Term Lender to purchase or sell, or to take deposits of, Dollars
in the London interbank market; or


 


(iii)        the
administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Term Agent has made a public statement
identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining
the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or


 


(iv)        loans
currently being executed by the Term Agent or similar administrative agents, or loans that include language similar to that contained
in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace
LIBOR,


 


then, reasonably promptly
after such determination by the Term Agent or receipt by the Term Agent of such notice, as applicable, the Term Agent and the Borrowers
may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to
the benchmark (if any) incorporated therein) (any such proposed rate, a “LIBOR Successor Rate”), together with
any proposed LIBOR Successor Rate Conforming Changes, and any such amendment shall become effective at 5:00 p.m. (New York time)
on the fifth (5th) Business Day after the Term Agent shall have provided in writing such proposed amendment to all Term Lenders
and the Designated Borrower unless, prior to such time, Term Lenders comprising the Required Lenders have delivered to the Term
Agent written notice that such Required Lenders do not accept such amendment.


 


(b)          If
no LIBOR Successor Rate has been determined and the circumstances under clause (a)(i) or (a)(ii) above exist or the
Scheduled Unavailability Date has occurred (as applicable), the Term Agent will promptly so notify the Designated Borrower and
each Term Lender.  Thereafter, interest on the Term Loan shall accrue and be payable at the Alternative Rate until a LIBOR
Successor Rate has been determined or as otherwise agreed to by the parties hereto.


 




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(c)          Notwithstanding
anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be
less than zero for purposes of this Agreement.


 


ARTICLE
X.

DEFINITIONS; OTHER INTERPRETIVE PROVISIONS


 


10.1         Defined
Terms. The following terms have the following meanings:


 


“956 Impact”
means when, to the extent the issuance of a guaranty by, grant of a Lien by, or pledge of greater than two-thirds of the voting
Stock and Stock Equivalents of, a Foreign Subsidiary, would result in material incremental income tax liability under Section 956
of the Code, taking into account actual anticipated repatriation of funds, foreign tax credits and other relevant factors.


 


“Accommodation
Payment” has the meaning set forth in Section 8.22(d).


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of a Person, or of any business, division, or unit of a Person, (b) the
acquisition of in excess of fifty percent (50%) of the Stock and Stock Equivalents of any Person or otherwise causing any Person
to become a Subsidiary of a Borrower, or (c) a merger or consolidation or any other combination with another Person.


 


“Activation
Notice” has the meaning set forth in Section 4.11.


 


“Affiliate”
means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person
that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however, that no
Secured Party shall be an Affiliate of any Borrower or of any Subsidiary of any Borrower solely by reason of the provisions of
the Loan Documents. For purposes of this definition, “control” means the possession of either (a) the power to
vote, or the beneficial ownership of, 10% or more of the voting Stock of such Person (either directly or through the ownership
of Stock Equivalents) or (b) the power to direct or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.


 


“Agent Report”
has the meaning set forth in Section 7.5(c).


 


“Allocable
Amount” has the meaning set forth in Section 8.22(d).


 


“Alternative
Rate” means, at any date of determination, a rate per annum equal to the sum of (a) the Prime Rate plus (b) six
and one-quarter percent (6.25%).


 


“Applicable
BCF Multiple” means (a) with respect to Billboard Cash Flow of the Borrowers attributable to billboards owned by Standard
Outdoor and Standard Outdoor SW (and, if they are no longer Junior Lien Borrowers, Standard Outdoor SEI and/or Standard Outdoor
SEII) as of the Closing Date (or, in the case of Standard Outdoor SEII, as of the date the Vista Acquisition is consummated), 3.50,
and (b) with respect to Billboard Cash Flow of the Borrowers attributable to billboards acquired after the Closing Date pursuant
to any Permitted Acquisition, the lesser of (i) 3.50 and (ii) 50% of the purchase price multiple (measured as a multiple of Billboard
Cash Flow of the applicable Target attributable to such acquired billboards) paid for such Permitted Acquisition.


 




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“Applicable
Margin” means seven and one-quarter percent (7.25%) per annum.


 


“Applicable
Reference Period” means, at any date of determination, the then most recent period of four (4) consecutive Fiscal Quarters
for which financial statement have been or are required under Section 4.1 to have been delivered to the Term Agent.


 


“Approved
Fund” means, with respect to any Term Lender, any Person (other than a natural Person) that (a) (i) is or will
be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the Ordinary
Course of Business or (ii) temporarily warehouses loans for any Term Lender or any Person described in clause (i) above
and (b) is advised or managed by (i) such Term Lender, (ii) any Affiliate of such Term Lender or (iii) any
Person (other than an individual) or any Affiliate of any Person (other than an individual) that administers or manages such Term
Lender.


 


“Assignment”
means an assignment agreement entered into by a Term Lender, as assignor, and any Person, as assignee, pursuant to the terms and
provisions of Section 8.9 (with the consent of any party whose consent is required by Section 8.9), accepted
by the Term Agent, substantially in the form of Exhibit 10.1(a) or any other form approved by the Term Agent.


 


“Attorney
Costs” means and includes all reasonable fees and disbursements of any law firm or other external counsel (including
local counsel, if applicable).


 


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


 


“Bankruptcy
Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended.


 


“Benefit Plan”
means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or
otherwise) other than a Multiemployer Plan, to which any Borrower incurs or otherwise has any obligation or liability, contingent
or otherwise.


 


“Billboard
Cash Flow” means, for any period, with respect to billboards owned by the Borrowers (other than Junior Lien Borrowers),
the result of (a) gross advertising revenue of such Borrowers with respect to such billboards for such period, determined in accordance
with GAAP, minus (b) direct costs with respect to such billboards for such period, determined in accordance with GAAP, including
without limitation lease payments, sales commissions, maintenance, repairs, subcontract services, property taxes, utilities, permits
and insurance; provided that, to the extent the Quality Acquisition, the Vista Acquisition or any Permitted Acquisition
(involving the acquisition of billboards) was consummated during such period, then for purposes of calculating Billboard Cash Flow
for such period, such Acquisition shall be deemed to have been consummated on the first day of such period, and pro forma Billboard
Cash Flow with respect to the billboards acquired in connection with such Acquisition and attributable to the portion of such period
prior to the actual closing date of such Acquisition shall be calculated in a manner reasonably acceptable to the Term Agent.


 




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


 


“Borrower
Materials” has the meaning specified in Section 8.10(e).


 


“Business
Day” means any day that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New
York City and, when determined in connection with notices and determinations in respect of LIBOR or any funding, conversion, continuation,
or payment of the Term Loan, that is also a day on which dealings in Dollar deposits are carried on in the London interbank market.


 


“Capital Adequacy
Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or any other
law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any Term Lender or
of any corporation controlling a Term Lender.


 


“Capital Expenditures”
means, with respect to the Borrowers and their Subsidiaries for any period, any expenditure in respect of the purchase or other
acquisition of any fixed or capital asset.


 


“Capital Lease”
means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any Property by such Person as
lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with
GAAP.


 


“Capital Lease
Obligations” means, at any time, with respect to any Capital Lease, any lease entered into as part of any sale leaseback
transaction of any Person or any synthetic lease, the amount of all obligations of such Person that is (or that would be, if such
synthetic lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in
accordance with GAAP.


 


“Cash Equivalents”
means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured
by the United States federal government or (ii) issued by any agency of the United States federal government the obligations
of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable
direct obligations issued by any other agency of the United States federal government, any state of the United States or any political
subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1”
from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by
S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States,
(d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance
issued or accepted by (i) any Term Lender or (ii) any commercial bank that is (A) organized under the laws of the
United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the
regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess
of $250,000,000 and (e) shares of any United States money market fund that (i) has substantially all of its assets invested
continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities
as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P
or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that
the maturities of all obligations specified in any of clauses (a), (b), (c) or (d) above shall not
exceed 360 days.


 




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“Change in
Control” means that, at any time, (a) one or more Standard General Controlled Funds fail to own and control, directly
or indirectly, fifty-one percent (51%) or more of the aggregate Voting Power represented by the issued and outstanding Stock of
SDOI, (b) Standard General Controlled Funds fail to own and control, directly or indirectly, in the aggregate, ninety percent (90%)
or more of the Stock of SDOI that all Standard General Controlled Funds, in the aggregate, own, directly or indirectly, on the
Closing Date, (c) a majority of the members of the board of directors of SDOI do not constitute Continuing Directors, (d) SDOI
fails to own and control, directly, 100% of the Stock of PGI free and clear of all Liens (other than the Liens in favor of the
Term Agent pursuant to the Loan Documents), (e) SDOI fails to own and control, directly or indirectly, 100% of the Stock of
Standard Outdoor, Standard Outdoor SW, Standard Outdoor SEI, Standard Outdoor SEII, PGI and any other direct or indirect Subsidiary
of SDOI (other than TPB and its Subsidiaries) formed or acquired after the Closing Date free and clear of all Liens (other than
the Liens in favor of the Term Agent pursuant to the Loan Documents), except where such failure is as a result of a transaction
permitted by the Loan Documents, or (f) neither Ian Estus nor Greg Baxter (or, in either case, someone succeeding Ian or Greg who
is reasonably acceptable to the Term Agent) is actively involved in the management or operations of SDOI for a period of sixty
(60) consecutive days.


 


“Closing Date”
means February 2, 2018.


 


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


 


“Collateral”
means all Property and interests in Property and proceeds thereof now owned or hereafter acquired by any Borrower, upon which a
Lien in favor of the Term Agent, on behalf of itself, the Term Lenders and the other Secured Parties, is granted, purported to
be granted or otherwise exists, in each case, to secure the Obligations, whether under this Agreement or under any Collateral Document.


 


“Collateral
Documents” means, collectively, the Security Agreement, the Mortgages (if any), each Control Agreement, and all other
security agreements, pledge agreements, patent security agreements, copyright security agreements, trademark security agreements,
lease assignments, guaranties and other similar agreements, and all amendments, restatements, modifications or supplements thereof
or thereto, by or between any one or more of any Borrower and the Term Agent for the benefit of the Term Agent, the Term Lenders
and other Secured Parties now or hereafter delivered to the Term Agent pursuant to or in connection with the transactions contemplated
hereby, and all financing statements (or comparable documents now or hereafter filed in accordance with the UCC or comparable law)
against any such Person as debtor in favor of the Term Agent for the benefit of the Term Agent, the Term Lenders and the other
Secured Parties, as secured party, as any of the foregoing may be amended, restated and/or modified from time to time.


 


“Compliance
Certificate” means a certificate of the Borrowers in substantially the form of Exhibit 4.2(b).


 


“Consolidated”
means, when used to modify a financial term, test, statement, or report of a Person, the application or preparation of such term,
test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial position, cash
flows, or operating results of such Person and its Subsidiaries.


 




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“Consolidated
Interest Expense” means, with respect to any Person and its Subsidiaries on a Consolidated basis for any period, (a) all
interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized
interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance
with GAAP, (b) all interest paid or payable with respect to discontinued operations, (c) the portion of rent expense
under Capital Leases that is treated as interest in accordance with GAAP, and (d) any losses on hedging obligations or other
derivative instruments entered into for the purpose of hedging interest rate risk.


 


“Contingent
Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person: (a) with
respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person
incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability
will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability
will be protected (in whole or in part) against loss with respect thereto; (b) with respect to any letter of credit issued
for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (c) with respect
to any performance bonds, bonds, bank guaranties issued under bank facilities or otherwise or other similar instruments, (d) under
any Rate Contracts; (e) to make take-or-pay or similar payments if required regardless of nonperformance by any other party
or parties to an agreement; or (f) for the obligations of another Person through any agreement to purchase, repurchase or
otherwise acquire such obligation or any Property constituting security therefor, to provide funds for the payment or discharge
of such obligation or to maintain the solvency, financial condition or any balance sheet item or level of income of another Person.
The amount of any Contingent Obligation shall be equal to the amount of the obligation so guarantied or otherwise supported or,
if not a fixed and determined amount, the maximum amount so guarantied or supported.


 


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


 


“Contractual
Obligations” means, as to any Person, any provision of any security (whether in the nature of Stock, Stock Equivalents
or otherwise) issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument,
document or agreement (other than a Loan Document) to which such Person is a party or by which it or any of its Property is bound
or to which any of its Property is subject.


 


“Control Account”
means each deposit account, securities account, or commodities account now or hereafter owned by the Borrowers, other than an Excluded
Account.


 


“Control Agreement”
means, with respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract,
an agreement, in form and substance satisfactory to the Term Agent, among the Term Agent, the financial institution or other Person
at which such account is maintained or with which such entitlement or contract is carried and the Borrower maintaining such account,
entitlement or contract, as applicable, effective to grant “control” (within the meaning of Articles 8 and 9 under
the applicable UCC) over such account to the Term Agent.


 




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


 


“Copyrights”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirements of Law in or relating
to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations
thereof and all applications in connection therewith.


 


“Crystal”
has the meaning set forth in the preamble to this Agreement.


 


“Customary
Permitted Encumbrances” means:


 


(a)          Liens
imposed by law for taxes, assessments or governmental charges or levies that are not yet due and payable or are being contested
in compliance with Section 4.7(b);


 


(b)          carriers’,
warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by
law, arising in the Ordinary Course of Business and securing obligations that are not overdue by more than 60 days or which are
being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing
the forfeiture or sale of the Property subject thereto and for which adequate reserves in accordance with GAAP are being maintained;


 


(c)          pledges
and deposits made in the Ordinary Course of Business (i) in compliance with workers’ compensation, unemployment insurance
and other social security laws or regulations and (ii) to secure leases (other than Capital Leases), surety bonds and similar obligations;


 


(d)          Liens
(including rights of set off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits
permitted by this Agreement and Liens in favor of collecting banks arising in the Ordinary Course of Business and pursuant to the
UCC;


 


(e)          judgment
liens in respect of judgments (other than for payment of taxes, assessments or other governmental charges) that do not constitute
an Event of Default under Section 6.1(h);


 


(f)          Liens
in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with
the importation of goods in the Ordinary Course of Business; and


 


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


 


provided that the term “Customary
Permitted Encumbrances” shall not include any Lien securing Indebtedness.


 


“Default”
means any event or circumstance that, with the passing of time or the giving of notice or both, would (if not cured or otherwise
remedied during such time) become an Event of Default.


 




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“Delayed Draw
Term Loan” has the meaning set forth in Section 1.1(b)(i).


 


“Delayed Draw
Term Loan Borrowing” means a borrowing of all or a portion of the Delayed Draw Term Loan made on any given date.


 


“Delayed Draw
Term Loan Borrowing Request” means a request for a Delayed Draw Term Loan Borrowing substantially in the form of Exhibit
10.1(d) or any other form approved by the Term Agent.


 


“Delayed Draw
Term Loan Commitment Expiration Date” means the earlier of (a) the date that is one (1) year after the Closing Date and
(b) the Term Agent’s receipt of written notice from the Designated Borrower terminating the aggregate Delayed Draw Term Loan
Commitments.


 


“Delayed Draw
Term Loan Commitment” means, for any Term Lender, the commitment of such Term Lender to make its portion of the Delayed
Draw Term Loan hereunder to the Borrowers, expressed as an amount representing the maximum aggregate principal amount of such Term
Lender’s portion of the Delayed Draw Term Loan, as such amount may be reduced or increased from time to time pursuant to
the terms of this Agreement. The initial amount of each Term Lender’s Delayed Draw Term Loan Commitment is set forth in Schedule
1.1 or in the Assignment pursuant to which such Term Lender assumed its Delayed Draw Term Loan Commitment. As of the Closing
Date, the aggregate Delayed Draw Term Loan Commitments are $15,000,000.


 


“Delayed Draw
Term Note” means a promissory note of the Borrowers payable to a Term Lender in substantially the form of Exhibit 10.1(c)
hereto, evidencing Indebtedness of the Borrowers under the portion of the Delayed Draw Term Loan owing to such Term Lender.


 


“Designated
Borrower” means SDOI in its capacity as set forth in Section 8.25.


 


“Designated
First Lien Borrower” means any Borrower that was acquired or formed solely in connection with, or for the purpose of
consummating, a Permitted Acquisition that is not financed in whole or in part by any portion of the proceeds of the Delayed Draw
Term Loan in excess of the first $5,000,000 thereof or any Incremental Term Loan, which Borrower is subsequently designated by
the Designated Borrower in writing to the Term Agent as a “Designated First Lien Borrower”; provided, that (i)
at the time of such designation, no Liens under Section 5.1(i) shall exist on the Property of such Borrower, and no Indebtedness
of such Borrower shall exist under Section 5.5(k), and (ii) any such designation shall be irrevocable and irreversible.


 


“Disposition”
means the sale, lease, conveyance or other disposition of Property.


 


“Dollars”,
“dollars” and “$” each mean lawful money of the United States of America.


 


“Domestic
Subsidiary” means any Subsidiary other than a Foreign Subsidiary.


 


“Early Termination
Fee” shall have the meaning specified in Section 1.7(c)(i).


 


“Early Termination
Fee Event” shall have the meaning specified in Section 1.7(c)(i).


 




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


 


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


 


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


 


“Electronic
Transmission” means each document, instruction, authorization, file, information and any other communication transmitted,
posted or otherwise made or communicated by e-mail, or otherwise to or from an E-System.


 


“Environmental
Laws” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation
and protection of human health, safety, the workplace, the environment and natural resources, and including public notification
requirements and environmental transfer of ownership, notification or approval statutes.


 


“Environmental
Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses
of investigation and feasibility studies, including the cost of environmental consultants and the cost of attorney’s fees)
that may be imposed on, incurred by or asserted against any Borrower or any Subsidiary of any Borrower as a result of, or related
to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express
warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection
with any environmental, health or safety condition or with any Release and resulting from the ownership, lease, sublease or other
operation or occupation of property by any Borrower or any Subsidiary of any Borrower, whether on, prior or after the date hereof.


 


“Equipment”
means all “equipment,” as such term is defined in the UCC, now owned or hereafter acquired by any Borrower,
wherever located.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA Affiliate”
means, collectively, any Borrower and any Person under common control or treated as a single employer with, any Borrower, within
the meaning of Section 414(b), (c), (m) or (o) of the Code.


 




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“ERISA Event”
means any of the following: (a) a reportable event described in Section 4043(b) of ERISA (or, unless the 30-day notice
requirement has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan;
(b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in
which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal
within the meaning of Sections 4203 or 4205 of ERISA of any ERISA Affiliate from any Multiemployer Plan; (d) with respect
to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment
as termination) under Section 4041A of ERISA; (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment
of a plan amendment as termination) under Section 4041 of ERISA; (f) the institution of proceedings to terminate a Title
IV Plan or Multiemployer Plan by the PBGC; (g) the failure to make any required contribution to any Title IV Plan or Multiemployer
Plan when due; (h) the imposition of a Lien under Section 412 or 430(k) of the Code or Section 303 or 4068 of ERISA
on any property (or rights to property, whether real or personal) of any ERISA Affiliate; (i) a written determination from
the Internal Revenue Service or any other Governmental Authority regarding the failure of a Benefit Plan or any trust thereunder
intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder;
(j) a Title IV Plan is in “at risk” status within the meaning of Code Section 430(i); (k) a Multiemployer
Plan is in “endangered status” or “critical status” within the meaning of Section 432(b) of the Code;
(l) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan; or (m) the
imposition of any material liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not
delinquent.


 


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


 


“Event of
Default” has the meaning set forth in Section 6.1. An Event of Default shall be deemed to be continuing unless
and until such Event of Default has been waived in accordance with Section 8.1.


 


“Event of
Loss” means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property;
or (b) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such Property,
or confiscation of such Property or the requisition of the use of such Property.


 


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


 


“Excluded
Accounts” means, collectively, deposit accounts (a) used as payroll accounts, trust accounts, accounts used for withholding
tax, goods and services tax, sales tax or payroll tax; provided that, in all cases described in this definition, such accounts
shall be “Excluded Accounts” only to the extent such accounts are funded by the Borrowers in the ordinary course of
business or as required by applicable law, such accounts are used exclusively for the purposes intended by such accounts and no
other amounts are funded in such accounts and (b) containing, at all times, less than $50,000 for any one account and less than
$200,000 in the aggregate for all such accounts.


 


“Excluded
Tax” means with respect to any Secured Party (a) taxes measured by net income (including branch profits taxes) and
franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former
connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision
or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered
or performed its obligations or received a payment under, or enforced, any Loan Document); (b) withholding taxes to the extent
that the obligation to withhold amounts existed on the date that such Person became a “Secured Party” under this Agreement
in the capacity under which such Person makes a claim under Section 9.1(b) or designates a new Lending Office, except
in each case to the extent such Person is a direct or indirect assignee of any other Secured Party that was entitled, at the time
the assignment to such Person became effective, to receive additional amounts under Section 9.1(b); (c) taxes
that are directly attributable to the failure (other than as a result of a change in any Requirements of Law) by any Secured Party
to deliver the documentation required to be delivered pursuant to Section 9.1(f), and (d) in the case of a Non-U.S.
Lender Party, any United States federal withholding taxes imposed on amounts payable to such Non-U.S. Lender Party as a result
of such Non-U.S. Lender Party’s failure to comply with FATCA to establish a complete exemption from withholding thereunder.


 




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“E-Signature”
means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital
signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission)
with the intent to sign, authenticate or accept such Electronic Transmission.


 


“E-System”
means any electronic system approved by the Term Agent, including Intralinks® and ClearPar® and any other Internet or extranet-based
site, whether such electronic system is owned, operated or hosted by the Term Agent, any of its Related Persons or any other Person,
providing for access to data protected by passcodes or other security system.


 


“FATCA”
means sections 1471, 1472, 1473 and 1474 of the Code and any amended or successor provisions thereto, the United States Treasury
Regulations promulgated thereunder and published guidance with respect thereto.


 


“Federal Flood
Insurance” means federally backed Flood Insurance available under the National Flood Insurance Program to owners of real
property improvements located in Special Flood Hazard Areas in a community participating in the National Flood Insurance Program.


 


“Federal Funds
Effective Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the
Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not
a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business
Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple
of 1/100 of 1%) charged to the Term Agent on such day on such transactions as determined by the Term Agent.


 


“Federal Reserve
Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.


 


“Fee Letter”
means the letter agreement, dated as of the date hereof, between the Borrowers and the Term Agent, as amended from time to time.


 


“FEMA”
means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National
Flood Insurance Program.


 


“First Tier
Foreign Subsidiary” means a Foreign Subsidiary held directly by a Borrower.


 


“Fiscal Month”
means any of the monthly accounting periods of the Borrowers ending on last day of each calendar month.


 




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“Fiscal Quarter”
means any of the quarterly accounting periods of the Borrowers ending on last day of each calendar quarter.


 


“Fiscal Year”
means any of the annual accounting periods of the Borrowers ending on December 31 of each year.


 


“Fixed Charge
Coverage Ratio” means, for any period, the ratio of (a) the result of (i) the aggregate amount of dividends
and other distributions received in cash by SDOI from each of its direct Subsidiaries and TPB during such period, minus
(ii) the aggregate amount of all Investments made in cash by SDOI under Section 5.4(j) during such period and all Dispositions
made in cash by SDOI under Section 5.2(c) during such period, without duplication, minus (iii) Unfinanced Capital
Expenditures paid in cash by SDOI during such period, minus (iv) the aggregate amount (but not less than $0) of federal,
state, local and foreign income taxes paid in cash by SDOI during such period, minus (v) all operating expenses paid in
cash by SDOI during such period, to (b) the sum of (i) Consolidated Interest Expense paid in cash by SDOI during such
period, plus (ii) all scheduled principal payments made by SDOI during such period on account of Indebtedness (including,
without limitation, obligations with respect to Capital Leases, but excluding all voluntary and mandatory prepayments and all principal
payments made in connection with any revolving credit facility which do not result in a permanent reduction of such facility),
plus (iii) Restricted Payments paid in cash by SDOI during such period, in each case determined in accordance with
GAAP to the extent applicable.


 


“Flood Insurance”
means, for any Real Estate located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that (a) meets
the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines and (b) shall be in an amount
equal to the full, unpaid balance of the Term Loan and any prior Liens on the Real Estate up to the maximum policy limits set under
the National Flood Insurance Program, or as otherwise required by the Term Agent and the Required Lenders, with deductibles not
to exceed $50,000.


 


“Foreign Benefit
Plan” means each material plan, fund, program or policy established under the law of a jurisdiction other than the United
States (or a state or local government thereof), whether formal or informal, funded or unfunded, insured or uninsured, providing
employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement
or savings benefits, under which one or more of the Borrowers or their Subsidiaries have any liability with respect to any employee
or former employee, but excluding any Foreign Pension Plan.


 


“Foreign Pension
Plan” means a pension plan required to be registered under the law of a jurisdiction other than the United States (or
a state or local government thereof), that is maintained or contributed to by one or more of the Borrowers or their Subsidiaries
for their employees or former employees.


 


“Foreign Subsidiary”
means, with respect to any Person, a Subsidiary of such Person that is a “controlled foreign corporation” under Section 957
of the Code.


 


“Funds Flow
Memorandum” shall have the meaning specified in Section 2.1(b).


 




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“GAAP”
means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the
opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the
statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions and comparable stature
and authority within the accounting profession) that are applicable to the circumstances as of the date of determination. Subject
to Section 10.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used
in the preparation of the financial statements described in Section 3.11(a).


 


“Governmental
Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority
or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative
functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector
entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization
(including the National Association of Insurance Commissioners).


 


“Hazardous
Material” means any substance, material or waste that is classified, regulated or otherwise characterized under any Environmental
Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including, without
limitation, petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances.


 


“Incremental
Term Loan” has the meaning set forth in Section 1.1(c).


 


“Incremental
Term Loan Borrowing” means a borrowing of any Incremental Term Loan made on any given date.


 


“Incremental
Term Loan Commitment” has the meaning set forth in Section 1.1(c).


 


“Indebtedness”
of any Person means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken
or assumed as the deferred purchase price of Property or services (including earn-out obligations, but excluding trade payables
entered into in the Ordinary Course of Business); (c) the face amount of all letters of credit issued for the account of such
Person and without duplication, all drafts drawn thereunder and all reimbursement or payment obligations with respect to letters
of credit, surety bonds and other similar instruments issued by such Person; (d) all obligations evidenced by notes, bonds,
debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of Property,
assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement,
or incurred as financing, in either case with respect to Property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property); (f) all
Capital Lease Obligations; (g) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar
off balance sheet financing product; (h) all obligations, whether or not contingent, to purchase, redeem, retire, defease
or otherwise acquire for value any of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect
parent entity thereof) prior to the date that is 90 days after the date specified in clause (a) of the definition of Termination
Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary
liquidation preference of such Stock plus accrued and unpaid dividends; (i) all indebtedness referred to in clauses (a)
through (h) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien upon or in Property (including accounts and contracts rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such indebtedness; and (j) all Contingent Obligations described
in clause (a) of the definition thereof in respect of indebtedness or obligations of others of the kinds referred to in
clauses (a) through (i) above.


 




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“Indemnified
Matters” has the meaning set forth in Section 8.6.


 


“Indemnitees”
has the meaning set forth in Section 8.6.


 


“Initial Term
Loan” has the meaning set forth in Section 1.1(a).


 


“Initial Term
Loan Commitments” means, for any Term Lender, the commitment of such Term Lender to make its portion of the Initial Term
Loan hereunder to the Borrowers, expressed as an amount representing the maximum aggregate principal amount of such Term Lender’s
portion of the Initial Term Loan, as such amount may be reduced or increased from time to time pursuant to the terms of this Agreement.
The initial amount of each Term Lender’s Initial Term Loan Commitment is set forth in Schedule 1.1 or in the Assignment
pursuant to which such Term Lender assumed its Initial Term Loan Commitment. As of the Closing Date, the aggregate Initial Term
Loan Commitments are $10,000,000.


 


“Initial Term
Note” means a promissory note of the Borrowers payable to a Term Lender in substantially the form of Exhibit 10.1(b)
hereto, evidencing Indebtedness of the Borrowers under the portion of the Initial Term Loan owing to such Term Lender.


 


“Insolvency
Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating to
bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any
general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement
in respect of its creditors generally or any substantial portion of its creditors; in each case in (a) and (b) above,
undertaken under U.S. federal, state or foreign law, including the Bankruptcy Code.


 


“Intellectual
Property” means all rights, title and interests in or relating to intellectual property and industrial property arising
under any Requirements of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet
Domain Names, Trade Secrets and IP Licenses.


 


“Interest
Payment Date” means the first Business Day of each calendar month, commencing with March 1, 2018.


 


“Internet
Domain Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirements
of Law in or relating to internet domain names.


 


“Inventory”
means all of the “inventory” (as such term is defined in the UCC) of the Borrowers.


 


“Investments”
has the meaning set forth in Section 5.4.


 


“IP Ancillary
Rights” means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals,
reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property
and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the
foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for
any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case,
all rights to obtain any other IP Ancillary Right.


 




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“IP License”
means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and
interest in or relating to any Intellectual Property.


 


“IRS”
means the Internal Revenue Service of the United States and any successor thereto.


 


“Junior Lien
Borrower” means each of (a) Standard Outdoor SEI, unless and until the Quality Seller Note is repaid in full and the
Liens on the Property of Standard Outdoor SEI in favor of the Quality Seller are terminated, (b) Standard Outdoor SEII, unless
and until the Vista Seller Note is repaid in full and the Liens on the Property of Standard Outdoor SEII in favor of the Vista
Seller are terminated, and (c) each other Borrower whose Property is or may be subject to a Lien under Section 5.1(i) (whether
or not any such Lien exists at the time of determination).


 


“Lending Office”
means, with respect to any Term Lender, the office or offices of such Term Lender specified as its “Lending Office”
from time to time in writing to the Designated Borrower and the Term Agent.


 


“Liabilities”
means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions,
costs, fees, taxes, commissions (including brokerage commissions, fees and other similar compensation), charges, disbursements
and expenses (including, without limitation, (a) Attorney Costs, and (b) those incurred upon any appeal or in connection
with the preparation for and/or response to any subpoena or request for document production relating thereto), in each case of
any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial,
legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual,
punitive, treble or otherwise.


 


“LIBOR”
means, for any day in any calendar month, the rate per annum (rounded upwards, if necessary, to the next 1/100 of 1.00%) equal
to the three-month “Libor Rate” as published in The Wall Street Journal on the date that is two (2) Business
Days prior to the first day of such calendar month, or, if such rate is no longer published in The Wall Street Journal (or
The Wall Street Journal ceases publication), as published by such other widely recognized provider of interest rate information
as selected by the Term Agent in its reasonable discretion on the date that is two (2) Business Days prior to the first day of
such calendar month. If no such offered rate exists, such rate will be the rate of interest per annum, as determined by the Term
Agent at which deposits of Dollars in immediately available funds are offered by major financial institutions reasonably satisfactory
to the Term Agent in the London interbank market for a three-month period for the applicable principal amount on such date of determination
for the applicable calendar month. Notwithstanding the foregoing, in no event shall LIBOR be less than zero.


 


“LIBOR Screen
Rate” means the LIBOR quote on the applicable screen page the Term Agent designates to determine LIBOR (or such other
commercially available source providing such quotations as may be designated by the Term Agent from time to time).


 


“LIBOR Successor
Rate” has the meaning specified in Section 9.4(a).


 


“LIBOR Successor
Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to administrative
matters as may be appropriate, in the discretion of the Term Agent, to reflect the adoption of such LIBOR Successor Rate and to
permit the administration thereof by the Term Agent in a manner substantially consistent with market practice (or, if the Term
Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice
for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Term Agent determines
in consultation with the Designated Borrower).


 




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


 


“Liquidity”
means, at any date of determination, the aggregate amount of unrestricted cash and Cash Equivalents of the Borrowers (other than
Junior Lien Borrowers) on deposit in Control Accounts subject to a Control Agreement.


 


“Loan Documents”
means this Agreement, the Term Notes, the Fee Letter, the Collateral Documents, each Subordination Agreement, and all agreements,
documents, instruments and certificates delivered from time to time to the Term Agent and/or any Term Lender in connection with
any of the foregoing.


 


“Make-Whole
Amount” means, with respect to any Early Termination Fee Event that occurs on or prior to the first anniversary of the
Closing Date, the result of (a) all interest on the portion of the Term Loan prepaid or required to be prepaid that would otherwise
have accrued within the twelve (12) month period following the Closing Date (calculated based on the per annum interest rate (including,
for the avoidance of doubt, the Applicable Margin) applicable to the Term Loan on the date of such prepayment or required prepayment),
minus (b) actual cash payments of interest on such portion of the Term Loan paid by the Borrowers from the Closing Date
through the date of such prepayment or required prepayment. Solely for purposes of calculating the Make-Whole Amount, if such Early
Termination Fee Event includes the reduction or termination of Delayed Draw Term Loan Commitments, then such amount in respect
of the Delayed Draw Term Loan Commitments shall be calculated based on the fees otherwise arising under Section 1.7(b).


 


“Margin Stock”
means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.


 


“Material
Adverse Effect” means an effect that results in or causes, or would reasonably be expected to result in or cause, a material
adverse change in any of (a) the financial condition, business, income, assets, operations or Property of the Borrowers taken
as a whole; (b) the ability of the Borrowers taken as a whole to perform their obligations under any Loan Document; or (c) the
validity or enforceability of any Loan Document or the rights and remedies of the Term Agent, the Term Lenders and the other Secured
Parties under any Loan Document.


 


“Material
Contract” means (i) any contract or agreement of the Borrowers or their respective Subsidiaries set forth on Schedule 3.23
or any Material Indebtedness Agreement and (ii) any other (a) debt instrument (excluding the Loan Documents); (b) lease
(capital, operating or otherwise), whether as lessee or lessor thereunder; (c) contract, commitment, agreement, or other arrangement
with any of its “Affiliates” (as such term is defined in the Exchange Act) other than a Borrower or its Subsidiaries;
(d) management or employment contract or contract for personal services with any of its Affiliates that is not otherwise terminable
at will or on less than ninety (90) days’ notice without liability; (e) collective bargaining agreement; or (f) other
contract, agreement, understanding, or arrangement with a third party; that, as to subsections (a) through (f) above, loss of which
could reasonably be expected to cause a Material Adverse Effect.


 




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“Material
Indebtedness Agreement” means any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment,
agreement or other arrangement evidencing or entered into in connection with any Indebtedness of the Borrowers or any of their
respective Subsidiaries equal to or in excess of the amount of $500,000.


 


“MNPI”
has the meaning set forth in Section 8.10(a).


 


“Moody’s”
means Moody’s Investors Services Inc. and any other successor thereto.


 


“Mortgage”
means any deed of trust, leasehold deed of trust, mortgage, leasehold mortgage, deed to secure debt, leasehold deed to secure debt
or other document creating a Lien on Real Estate or any interest in Real Estate in favor of the Term Agent, for the benefit of
the Secured Parties.


 


“Multiemployer
Plan” means any multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA, as to which any ERISA Affiliate
incurs or otherwise has any obligation or liability, contingent or otherwise.


 


“National
Flood Insurance Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act
of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that mandates
the purchase of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating communities
and provides protection to property owners through a federal insurance program.


 


“Net Proceeds”
means, with respect to any Prepayment Event, (a) the cash proceeds received in respect of such event or transaction, including
(i) any cash received in respect of any non-cash proceeds (including, without limitation, the monetization of notes receivables),
but only as and when received or (ii) in the case of an Event of Loss, insurance proceeds, proceeds of a condemnation award
or other compensation payments, in each case net of (b) the sum of (x) all reasonable fees and out-of-pocket expenses
(including appraisals, and brokerage, legal, advisory, banking, title and recording tax expenses and commissions) paid by any Borrower
or a Subsidiary to third parties (other than Affiliates) in connection with such event, (y) in the case of a sale or other
Disposition of an asset described in Section 1.6(b)(i), income taxes paid or reasonably estimated by the Borrowers
(determined in good faith by a Responsible Officer of the Designated Borrower, on behalf of all the Borrowers) to be actually payable
within one year of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided
that, if the amount of any estimated taxes pursuant to subclause (b)(y) exceeds the amount of taxes actually required to
be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Proceeds and (z) in
the case of a sale or other Disposition or Event of Loss described Sections 1.6(b)(i) or (ii), the amount of
all payments required to be made by any Borrower on any Indebtedness by the terms thereof (other than the Obligations and any Subordinated
Indebtedness) secured by such asset to the extent the Lien in favor of the holder of such Indebtedness is permitted by Section 5.1(d);
provided that such payments made shall not exceed the lesser of the amount of cash proceeds received by such Borrower or
the aggregate amount of such Indebtedness.


 




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“Non-U.S.
Lender Party” means each of the Term Agent, each Term Lender, each SPV and each participant, in each case that is not
a United States person as defined in Section 7701(a)(30) of the Code.


 


“Obligations”
means the Term Loan and all other Indebtedness, advances (including, without limitation, any Protective Overadvances), debts, liabilities,
obligations, fees, expenses, covenants and duties owing by any Borrower to any Term Lender, the Term Agent or any other Person
required to be indemnified, that arises under any Loan Document, whether or not for the payment of money, whether arising by reason
of an extension of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those
acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired (including,
without limitation, the interest, fees, expenses and other amounts which accrue after the commencement of any proceeding under
the Bankruptcy Code (or other debtor relief law) by or against any Borrower or any Affiliates of any Borrower and whether or not
such amounts are allowed or allowable in whole or in part in any such proceeding).


 


“OFAC”
has the meaning set forth in Section 3.27.


 


“Ordinary
Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s
business, as conducted by any such Person in accordance with past practice and undertaken by such Person in good faith and not
for purposes of evading any covenant or restriction in any Loan Document.


 


“Organization
Documents” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate
of determination or instrument relating to the rights of preferred shareholders of such corporation and any shareholder rights
agreement, (b) for any partnership, the partnership agreement and, if applicable, certificate of limited partnership, (c) for
any limited liability company, the operating agreement and articles or certificate of formation or (d) any other document
setting forth the manner of election or duties of the officers, directors, managers or other similar persons, or the designation,
amount or relative rights, limitations and preference of the Stock of a Person.


 


“Other Taxes”
has the meaning set forth in Section 9.1(c).


 


“Outdoor Acquisition
Agreements” means, collectively, the Vista Acquisition Agreement and the Quality Acquisition Agreement.


 


“Outdoor Acquisition
Documents” means, collectively, the Vista Acquisition Documents and the Quality Acquisition Documents.


 


“Outdoor Acquisitions”
means, collectively, the Vista Acquisition and the Quality Acquisition.


 


“Patents”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirements of Law in or relating
to letters patent and applications therefor.


 


“Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, P.L. 107-56.


 


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


 




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“Permits”
means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant,
franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case whether
or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.


 


“Permitted
Acquisition” means any Acquisition after the Closing Date (excluding, for avoidance of doubt, the Outdoor Acquisitions)
so long as:


 


(a)          Structure.
Such Acquisition shall be structured as (i) an asset acquisition by a Borrower (other than SDOI or a Junior Lien Borrower), (ii)
a merger of the applicable Target with and into a Borrower (other than SDOI or a Junior Lien Borrower), with such Borrower as the
surviving entity in such merger, or (iii) an acquisition of all of the Stock of the applicable Target by a Borrower (other than
a Junior Lien Borrower);


 


(b)          Non-Hostile.
Such Acquisition shall not be hostile and shall have been approved by the board of directors (or other similar body) and/or the
stockholders or other equity holders, as required, of the seller;


 


(c)          No
Default. No Default or Event of Default shall have occurred and be continuing or shall result after giving effect to such Acquisition;
and


 


(d)          Specific
Conditions Precedent. Each of the following conditions precedent shall have been satisfied in a manner reasonably satisfactory
to the Term Agent:


 


(i)          Notice
of Acquisition. Term Agent shall receive not less than 30 days’ prior written notice of such Acquisition (or such shorter
time period as the Term Agent may otherwise agree), which notice shall include a reasonably detailed description of the proposed
terms of such Acquisition and identify the anticipated closing date thereof;


 


(ii)         Due
Diligence Information; Due Diligence Review. (A) If such Acquisition is financed in whole or in part by any portion of the
proceeds of the Delayed Draw Term Loan in excess of the first $5,000,000 thereof or any Incremental Term Loan, (1) Term Agent shall
receive, not less than 20 Business Days prior to the consummation of such Acquisition (or such shorter time period as the Term
Agent may otherwise agree), a due diligence package, reasonably satisfactory to the Term Agent, containing such business and legal
due diligence information, materials and reports as the Term Agent may reasonably request with respect to such Acquisition and
the applicable Target (which may include, without limitation, (x) historical financial statements, (y) pro forma financial projections,
and (z) a quality-of-earnings report or other independent third-party verification of earnings), and (2) Term Agent and its counsel
shall have completed all business and legal due diligence with respect to such Acquisition, in scope, and with results, satisfactory
to the Term Agent and its counsel; and (B) if such Acquisition is financed solely by other sources (which may include, without
limitation, the first $5,000,000 of the proceeds of the Delayed Draw Term Loan), Term Agent shall receive, not less than 10 Business
Days prior to the consummation of such Acquisition (or such shorter time period as the Term Agent may otherwise agree), a due diligence
package containing such business and legal due diligence information, materials and reports (if any) as the Borrowers and their
Subsidiaries may receive or possess with respect to such Acquisition and the applicable Target;


 




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(iii)        Location
of Assets; Line of Business. (A) Such Acquisition shall involve assets located only in the United States, unless otherwise
consented to in writing by the Term Agent, (B) if such Acquisition is financed in whole or in part by any portion of the proceeds
of the Delayed Draw Term Loan in excess of the first $5,000,000 thereof or any Incremental Term Loan, the Target of such Acquisition
shall comprise a business, or those assets of a business, of the type engaged in by Standard Outdoor and its Subsidiaries as of
the Closing Date, unless otherwise consented to in writing by the Term Agent in its sole discretion, and which business would not
subject the Term Agent or any Term Lender to regulatory or third party approvals in connection with the exercise of their rights
and remedies under this Agreement or any other Loan Documents other than approvals applicable to the exercise of such rights and
remedies with respect to the Borrowers prior to such Acquisition, and (C) if such Acquisition is financed solely by other sources
(which may include, without limitation, the first $5,000,000 of the proceeds of the Delayed Draw Term Loan), the Target of such
Acquisition may comprise any business, or those assets of any business, unless the Term Agent objects thereto in writing on the
basis that such business could, in the Term Agent’s or any Term Lender’s reasonable determination, (w) violate any
investment or other policies, rules or regulations of or applicable to the Term Agent or any Term Lender, (x) violate any Contractual
Obligations or Requirements of Law of or applicable to the Term Agent or any Term Lender, (y) expose the Term Agent or any Term
Lender to any legal or regulatory Liabilities or any reputational risk, or (z) subject the Term Agent or any Term Lender to regulatory
or third party approvals in connection with the exercise of their rights and remedies under this Agreement or any other Loan Documents
other than approvals applicable to the exercise of such rights and remedies with respect to the Borrowers prior to such Acquisition;


 


(iv)        Collateral
Matters. If such Acquisition is structured as a Stock acquisition, the Borrowers shall (A) cause the applicable Target to become
a Borrower hereunder and grant to the Term Agent, for the benefit of the Secured Parties, a first-priority perfected security interest
(subject only to Permitted Liens and, as to priority, only to (x) Permitted Liens that have priority under applicable law and (y)
so long as such Acquisition is not financed in whole or in part by any portion of the proceeds of the Delayed Draw Term Loan in
excess of the first $5,000,000 thereof or any Incremental Term Loan, Liens permitted under Section 5.1(i)) in all of such
Target’s Property, subject to the limitations set forth in the Loan Documents, and (B) take, and cause such Target to take,
any such actions as the Term Agent may request in connection therewith. All filings, recordations, searches, payoff letters and
Lien releases reasonably necessary or otherwise reasonably requested by the Term Agent in connection with such Acquisition or the
Liens to be granted to the Term Agent under the Loan Documents shall have been duly made, and all documents and instruments required
to perfect the Term Agent’s security interest in the Collateral shall have been executed, delivered, and filed, and all filing
and recording fees and taxes shall concurrently with such filing or recordation be duly paid;


 


(v)         Specified
Financial Covenants. After giving effect to such Acquisition and the incurrence or assumption of all Indebtedness in connection
therewith, the covenants set forth in Sections 5.21 and 5.22(a), measured as of the last day of the Applicable Reference
Period at such time (but with Liquidity and the TPB Pledged Stock Value each measured as of the date of, and immediately after
giving effect to, such Acquisition) and determined on a pro forma basis as if such Acquisition had occurred (and all related Indebtedness
had been incurred or assumed) on the first day of such Applicable Reference Period, shall be satisfied;


 




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(vi)        Approvals.
All material consents, permits and approvals (governmental or otherwise) required for the consummation of such Acquisition shall
have been duly obtained, shall be final and non-appealable, and shall be in full force and effect, and such Acquisition shall be
consummated in accordance in all material respects with applicable Requirements of Law;


 


(vii)       Purchase
Documentation. The purchase agreement and related documents therefor (collectively, the “Purchase Documentation”)
for such Acquisition shall have been delivered to the Term Agent. If such Acquisition is financed in whole or in part by any portion
of the proceeds of the Delayed Draw Term Loan in excess of the first $5,000,000 thereof or any Incremental Term Loan, (A) the Purchase
Documentation shall be in substance reasonably satisfactory to the Term Agent, (B) all conditions precedent to the consummation
of such Acquisition shall have been satisfied (or waived with the consent of the Term Agent), and such Acquisition shall have been
consummated (or shall be consummated concurrently with the funding of such Delayed Draw Term Loan Borrowing or Incremental Term
Loan Borrowing, as the case may be) in accordance in all material respects with the terms of the Purchase Documentation, without
any amendment, modification or waiver of any of the provisions thereof that would be adverse to the Term Agent or the Term Lenders
without the consent of the Term Agent, and (C) the representations and warranties made by or with respect to the applicable Target
in such Purchase Documentation shall be true and correct in all material respects (without duplication of any materiality qualifiers
contained therein) to the extent such representations and warranties are material to the interests of the Term Agent or the Term
Lenders;


 


(viii)      Certificates.
The Administrative Agent shall have received the following certificates, each dated as of the closing date of such Acquisition
and in form and detail satisfactory to the Term Agent: (A) if such Acquisition is financed in whole or in part by any portion of
the proceeds of the Delayed Draw Term Loan or any Incremental Term Loan, a certificate of a Responsible Officer of the Designated
Borrower certifying that both before and after giving effect to the consummation of such Acquisition, all Indebtedness incurred
or assumed in connection therewith (including such Delayed Draw Term Loan Borrowing or Incremental Term Loan Borrowing, as the
case may be), and the payment and accrual of all transaction costs in connection with the foregoing, the Borrowers, taken as a
whole, and the Borrowers and their Subsidiaries, on a Consolidated basis, are Solvent, (B) a certificate of a Responsible Officer
of the Designated Borrower certifying compliance (with supporting calculations or other evidence) with the financial conditions
set forth in clause (v) above, and (C) a certificate of a Responsible Officer of the Designated Borrower certifying that
each of the conditions set forth in this definition of “Permitted Acquisition” have been satisfied (or will be satisfied
concurrently with the consummation of such Acquisition, as applicable); and


 


(ix)         Other
Information. If such Acquisition is financed in whole or in part by any portion of the proceeds of the Delayed Draw Term Loan
in excess of the first $5,000,000 thereof or any Incremental Term Loan, Term Agent shall have received such other certificates,
documents and agreements as Term Agent, any Term Lender or their respective counsel may have reasonably requested.


 


“Permitted
Earn-Outs” means, with respect to any Person, unsecured obligations of such Person arising from any Permitted Acquisition
which are payable based on the achievement of specified financial results over time (it being understood and agreed that indemnity
payments, working capital adjustments or other similar payments shall not constitute earn-outs) and are subject to a subordination
agreement reasonably acceptable to the Term Agent. The amount of any Permitted Earn-Outs for purposes of Section 5.5 shall
be the maximum amount remaining thereof determined by the Designated Borrower based upon good faith projections reasonably acceptable
to the Term Agent.


 




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“Permitted
Indebtedness” has the meaning set forth in Section 5.5.


 


“Permitted
Liens” has the meaning set forth in Section 5.1.


 


“Permitted
Refinancing” means Indebtedness constituting a refinancing, renewal or extension of Indebtedness permitted under Sections 5.5(c)
or 5.5(d) that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of
the Indebtedness being refinanced, renewed or extended, (b) has a weighted average maturity (measured as of the date of such
refinancing or extension) and maturity no shorter than that of the Indebtedness being refinanced or extended, (c) is not entered
into as part of a sale leaseback transaction, (d) is not secured by a Lien on any assets other than the collateral securing
the Indebtedness being refinanced or extended, (e) the obligors of which are the same as the obligors of the Indebtedness
being refinanced, renewed or extended, (f) is otherwise on terms not less favorable (taken as a whole) to the Borrowers and
their Subsidiaries than those of the Indebtedness being refinanced, renewed or extended, and (g) if the Indebtedness that
is refinanced, renewed, or extended was subordinated in right of payment or liens to the Obligations, then the terms and conditions
of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable
to the Term Agent and the Term Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness; provided,
however, that such Indebtedness shall not constitute a “Permitted Refinancing” if, at the time such Indebtedness
is incurred, created or assumed, a Default or Event of Default has occurred and is continuing or would result therefrom.


 


“Permitted
Seller Debt” means Subordinated Indebtedness incurred in connection with a Permitted Acquisition, payable to the seller(s)
in connection therewith.


 


“Person”
means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company,
estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other
entity or Governmental Authority.


 


“PGI”
means Pillar General Inc., a Delaware corporation.


 


“PGI Acquisition”
means the Acquisition by PGI of all of the outstanding shares of common stock of Interboro Holdings, Inc., a Delaware corporation,
pursuant to the PGI Acquisition Agreement, which Acquisition was consummated on January 2, 2018.


 


“PGI Acquisition
Agreement” means that certain Stock Purchase Agreement dated as of November 23, 2016, by and between SDOI, as “Purchaser”,
and Interboro LLC, as “Seller”.


 


“Prepayment
Event” shall have the meaning specified in Section 1.6(b).


 


“Prime Rate”
means, for any day, a fluctuating rate per annum equal to the greatest of (a) the rate last quoted by The Wall Street Journal
as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the greatest
per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest
Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein
(as reasonably determined by the Term Agent) or any similar release by the Federal Reserve Board (as reasonably determined by the
Term Agent), (b) the sum of the Federal Funds Effective Rate on such day plus 0.50%, and (c) 1.00%. Any change in the
Prime Rate due to a change in any of the rates referred to in the foregoing clauses (a) through (c) shall be effective
from and including the effective date of such change. The Prime Rate is a reference rate and not necessarily the lowest interest
rate at which any Term Lender may make loans or other extensions of credit to other customers.


 




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“Property”
means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.


 


“Pro Rata
Percentage” means, as to any Term Lender, with respect to the Term Loan, the percentage equivalent of the principal amount
of the Term Loan held by such Term Lender, divided by the aggregate principal amount of the Term Loan held by all Term Lenders.


 


“Protective
Overadvance” has the meaning set forth in Section 1.1(d).


 


“Quality Acquisition”
means the Acquisition by Standard Outdoor SEI of the “Business” of the Quality Seller pursuant to (and as “Business”
is defined in) the Quality Acquisition Agreement, which Acquisition was consummated on January 18, 2018.


 


“Quality Acquisition
Agreement” means the Asset Purchase Agreement dated as of January 18, 2018, between the Quality Seller, as “Seller”,
and Standard Outdoor SEI, as “Buyer”.


 


“Quality Acquisition
Documents” means, collectively, the Quality Acquisition Agreement and all other documents entered into or delivered in
connection with the consummation of the Quality Acquisition.


 


“Quality Seller
Note” means the Promissory Note and Security Agreement dated as of January 18, 2018, made by Standard Outdoor SEI to
the order of the Quality Seller, in the original principal amount of $6,500,000.


 


“Quality Seller”
means Quality I/N Signs and Outdoor Advertising, LLC, an Alabama limited liability company.


 


“Rate Contracts”
means swap agreements (as such term is defined in Section 101 of the Bankruptcy Code) and any other agreements or arrangements
designed to provide protection against fluctuations in interest or currency exchange rates, including, without limitation, any
and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity
options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options
or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions,
cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to
enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement.


 


“Real Estate”
means any real property owned, leased, subleased or otherwise operated or occupied by any Borrower or any Subsidiary of any Borrower.


 


“Register”
has the meaning set forth in Section 1.4(b).


 




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“Related Persons”
means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative,
attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection
with the satisfaction or attempted satisfaction of any condition set forth in Article II) and other consultants and agents
of or to such Person or any of its Affiliates.


 


“Releases”
means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit,
disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.


 


“Remedial
Action” means all actions under Environmental Laws required to (a) clean up, remove, treat or in any other way address
any Hazardous Material in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material
does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform
pre remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.


 


“Required
Lenders” means, as of any date of determination, Term Lenders then holding more than fifty percent (50%) of the sum of
the aggregate unpaid principal amount of the Term Loan then outstanding; provided that, if at such time, there are two (2)
or more Term Lenders, then Required Lenders shall mean two (2) or more Term Lenders then holding more than fifty percent (50%)
of the sum of the aggregate unpaid principal amount of the Term Loan then outstanding (Lenders that are Affiliates of one another
being considered one Lender for purposes of this proviso).


 


“Requirements
of Law” means, with respect to any Person, the common law and any federal, state, local, foreign, multinational or international
laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions,
decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and
other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the
force of law and that are applicable to or binding upon such Person or any of its Property or to which such Person or any of its
Property is subject.


 


“Responsible
Officer” means the chief executive officer, the chief financial officer, the treasurer, the president or any vice president
of a Borrower, or any other officer having substantially the same authority and responsibility; or, with respect to compliance
with financial covenants or delivery of financial information or certifications of Solvency, the chief financial officer or the
treasurer of a Borrower, or any other officer having substantially the same authority and responsibility.


 


“Restricted
Payments” has the meaning set forth in Section 5.10.


 


“Sale”
has the meaning set forth in Section 8.9(b).


 


“SDN List”
has the meaning set forth in Section 3.27.


 


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


 


“Secured Party”
means the Term Agent, each Term Lender, each other Indemnitee and each other holder of any Obligation.


 




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“Security
Agreement” means that certain Security Agreement, dated as of even date herewith, in form and substance reasonably acceptable
to the Term Agent and the Borrowers, made by the Borrowers in favor of the Term Agent, for the benefit of the Secured Parties,
as the same may be amended, restated and/or modified from time to time, together with each other security agreement executed and
delivered by any other Borrower in favor of the Term Agent, for the benefit of the Secured Parties.


 


“Solvent”
means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such
Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent
and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities
mature and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated
liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing
at such time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


“Special Flood
Hazard Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a
flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year.


 


“S&P”
means Standard & Poor’s Ratings Services LLC and any successor thereto.


 


“SPV”
means any special purpose funding vehicle identified as such in a writing by any Term Lender to the Term Agent.


 


“Standard
General Controlled Fund” means a fund for which Standard General L.P. is the investment manager (and in that capacity
has voting and investment control of such fund).


 


“Standard
Outdoor” has the meaning specified in the preamble to this Agreement.


 


“Standard
Outdoor SEI” has the meaning specified in the preamble to this Agreement.


 


“Standard
Outdoor SEII” has the meaning specified in the preamble to this Agreement.


 


“Standard
Outdoor SW” has the meaning specified in the preamble to this Agreement.


 


“Stock”
means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership
or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless
of how designated) of or in a Person (other than an individual), whether voting or non-voting.


 


“Stock Equivalents”
means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other
rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible,
exchangeable or exercisable.


 


“Subordinated
Creditor” means any Person that shall have entered into a Subordination Agreement with Term Agent, on behalf of the Secured
Parties.


 




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“Subordinated
Indebtedness” means Indebtedness of any Borrower or any Subsidiary of any Borrower which is subordinated to the Obligations
as to right and time of payment and as to other rights and remedies thereunder in accordance with a Subordination Agreement, and
having such other terms as are, in each case, satisfactory to the Term Agent.


 


“Subordinated
Indebtedness Documents” means all documents evidencing Subordinated Indebtedness, including, without limitation, each
subordinated promissory note or agreement issued by a Borrower to a Subordinated Creditor, and each other promissory note, instrument
and agreement executed in connection therewith, all on terms and conditions reasonably acceptable to the Term Agent.


 


“Subordination
Agreement” means, collectively, each subordination agreement by and among the Term Agent, the applicable Borrowers, the
applicable Subsidiaries of the Borrowers and the applicable Subordinated Creditor, each in form and substance reasonably satisfactory
to the Term Agent and each evidencing and setting forth the senior priority of the Obligations over such Subordinated Indebtedness,
as the same may be amended, restated and/or modified from time to time subject to the terms thereof.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other
entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than fifty percent
(50%) of the voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries
of such Person. Unless otherwise specified, all references herein to a “Subsidiary” or “Subsidiaries” shall
refer to a “Subsidiary” or “Subsidiaries” of a Borrower. Notwithstanding the foregoing, TPB and its Subsidiaries
shall not be treated as Subsidiaries of SDOI for any purpose of this Agreement including, without limiting, any representations
and warranties, covenants or Events of Default.


 


“Target”
means the Person, business, division, unit or assets, as the case may be, acquired in a Permitted Acquisition or either of the
Outdoor Acquisitions, as the case may be.


 


“Tax Affiliate”
means, (a) each Borrower and its Subsidiaries and (b) any Affiliate of a Borrower with which such Borrower files or is
eligible to file consolidated, combined or unitary tax returns.


 


“Tax Returns”
has the meaning set forth in Section 3.10.


 


“Taxes”
has the meaning set forth in Section 9.1(a).


 


“Term Agent”
means Crystal in its capacity as administrative agent and collateral agent for the Term Lenders hereunder, and any successor agent
hereunder.


 


“Term Lender”
has the meaning set forth in the preamble to this Agreement.


 


“Term Loan”
means, collectively, the Initial Term Loan, the Delayed Draw Term Loan and any Incremental Term Loan.


 


“Term Loan
Commitments” means, collectively, the Initial Term Loan Commitments, the Delayed Draw Term Loan Commitments and any Incremental
Term Loan Commitments.


 


“Termination
Date” means the earliest to occur of (a) February 2, 2023, and (b) the date on which the maturity of the Term Loan
is accelerated or deemed accelerated.


 




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“Title IV
Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate
incurs or otherwise has any obligation or liability, contingent or otherwise.


 


“TPB”
means Turning Point Brands, Inc., a Delaware corporation.


 


“TPB Consolidated
Senior Leverage Ratio” means the “Consolidated Senior Leverage Ratio”, as such term is defined in the TPB
Second Lien Credit Agreement as originally in effect.


 


“TPB Consolidated
Total Leverage Ratio” means the “Consolidated Total Leverage Ratio”, as such term is defined in the TPB Second
Lien Credit Agreement as originally in effect.


 


“TPB Pledged
Stock” means TPB Stock that is (a) owned by SDOI free and clear of all Liens (other than the Term Agent’s security
interest therein), (b) pledged to the Term Agent as Collateral pursuant to Collateral Documents satisfactory to the Term Agent
and subject to the Term Agent’s perfected, first-priority security interest, (c) registered in a form and manner satisfactory
to the Term Agent and maintained in a segregated securities account subject to a Control Agreement, and (d) salable by SDOI or
the Term Agent as pledgee pursuant to the Form S-3 Registration Statement (Registration No. 333-219114) in effect as of the Closing
Date or another effective registration statement satisfactory to the Term Agent.


 


“TPB Pledged
Stock Value” means, as of any time of determination, the TPB Stock Value of the TPB Pledged Stock at such time; provided
that if the TPB Stock is no longer publicly traded, or if TPB has been merged into or consolidated with another Person in a transaction
in which TPB was not the surviving Person, then the TPB Pledged Stock Value at such time shall be $0.


 


“TPB Second
Lien Credit Agreement” means that certain Second Lien Credit Agreement dated as of February 17, 2017, among TPB and North
Atlantic Trading Company, Inc., as “Borrowers”, the “Guarantors” from time to time party thereto, the “Lenders”
from time to time party thereto, Prospect Capital Corporation, a Maryland corporation, as “Administrative Agent”, and
Fifth Third Bank, an Ohio banking corporation, as “Administrative Sub-Agent”.


 


“TPB Stock”
means issued shares of common stock of TPB.


 


“TPB Stock
Value” means, as of any time of determination, with respect to any shares of TPB Stock, the value of such shares, calculated
by multiplying the number of such shares by the price per share of such stock as reflected at the closing of the trading session
on the date of determination (or, if such calculation is made prior to the closing of the trading session on such date, or if there
is no trading session on such date, then the closing of the trading session immediately preceding such date of determination).


 


“Trade Secrets”
means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirements of Law in or relating
to trade secrets.


 


“Trademark”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirements of Law in or relating
to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks,
logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations
thereof and all applications in connection therewith.


 




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“UCC”
means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform
Commercial Code, the Uniform Commercial Code as in effect from time to time in the State of New York.


 


“UFCA”
has the meaning set forth in Section 8.22(d).


 


“UFTA”
has the meaning set forth in Section 8.22(d).


 


“Unfinanced
Capital Expenditures” means Capital Expenditures to the extent not financed with the proceeds of equity issuances, capital
contributions or Indebtedness (other than Indebtedness under any revolving credit facility).


 


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


 


“U.S. Lender
Party” means each of the Term Agent, each Term Lender, each SPV and each participant, in each case that is a United States
person as defined in Section 7701(a)(30) of the Code.


 


“Vista Acquisition”
means the Acquisition by Standard Outdoor SEII of the “Business” of the Vista Seller pursuant to (and as “Business”
is defined in) the Vista Acquisition Agreement, which Acquisition will be consummated following the Closing Date.


 


“Vista Acquisition
Agreement” means the Asset Purchase Agreement to be entered into between the Vista Seller, as “Seller”, and
Standard Outdoor SEII, as “Buyer”, following the Closing Date, which agreement shall be in form and substance reasonable
acceptable to the Term Agent.


 


“Vista Acquisition
Documents” means, collectively, the Vista Acquisition Agreement and all other documents entered into or delivered in
connection with the consummation of the Vista Acquisition.


 


“Vista Seller
Note” means the Promissory Note and Security Agreement to be made by Standard Outdoor SEII to the order of the Vista
Seller, in an original principal amount not to exceed $3,450,000.


 


“Vista Seller”
means Vista Outdoor Corporation, a Georgia corporation.


 


“Voting Power”
means, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership
interests, membership interests or otherwise, the election of members of the board of directors or other similar governing body
of such Person. The holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock,
partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of
that percentage of the members of the board of directors or similar governing body of such Person.


 


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


 




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“WT Securities
Account” means the securities account at Wilmington Trust, National Association, which holds the TPB Pledged Stock as
of the Closing Date, and any future replacement of such account.


 


10.2         Other
Interpretive Provisions.


 


(a)          Defined
Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement or in any other Loan Document shall
have the defined meanings when used in any certificate or other document made or delivered pursuant hereto. The meanings of defined
terms shall be equally applicable to the singular and plural forms of the defined terms. Terms (including uncapitalized terms)
not otherwise defined herein and that are defined in the UCC shall have the meanings therein described.


 


(b)          The
Agreement. The words “hereof”, “herein”, “hereunder” and words of similar import when used
in this Agreement or any other Loan Document shall refer to this Agreement or such other Loan Document as a whole and not to any
particular provision of this Agreement or such other Loan Document; and subsection, section, schedule and exhibit references are
to this Agreement or such other Loan Documents unless otherwise specified.


 


(c)          Certain
Common Terms. The term “documents” includes any and all instruments, documents, agreements, certificates, indentures,
notices and other writings, however evidenced. The terms “include”, “includes” and “including”
are not limiting and shall be deemed to be following by the phrase “without limitation.” The term “Person”
shall be construed to include such Person’s successors and assigns.


 


(d)          Performance;
Time. Whenever any performance obligation hereunder or under any other Loan Document (other than a payment obligation) shall
be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied
on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including”; the words “to” and “until” each mean “to
but excluding”, and the word “through” means “to and including.” If any provision of this Agreement
or any other Loan Document refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking,
such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.


 


(e)          Contracts.
Unless otherwise expressly provided herein or in any other Loan Document, references to agreements and other contractual instruments,
including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements
and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the
extent such amendments and other modifications are not prohibited by the terms of any Loan Document.


 


(f)          Laws.
References to any statute or regulation may be made by using either the common or public name thereof or a specific cite reference
and are to be construed as including all statutory and regulatory provisions related thereto or consolidating, amending, replacing,
supplementing or interpreting the statute or regulation.


 


(g)          Rounding.
Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio
is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 




    	 	98	 



     


      


(h)          Time
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).


 


10.3         Accounting
Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise
provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial
statement hereafter adopted by the Borrowers shall be given effect for purposes of measuring compliance with any provision of Article
V unless the Borrowers and the Term Agent agree to modify such provisions to reflect such changes in GAAP (and the Borrowers
and the Term Agent agree to negotiate in good faith with respect thereto) and, unless such provisions are modified, all financial
statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between
the calculations and amounts set forth therein before and after giving effect to such change in GAAP. Notwithstanding anything
other provision contained herein, to the extent any change, adjustment, reversal or the like that would result in any obligation
that, under GAAP as in effect on the date hereof would not be classified and accounted for as a Capital Lease, becoming classified
and accounted for as a Capital Lease, such change shall be disregarded for purposes of determining “GAAP” under this
Agreement. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall
be construed, and all computations of amounts and ratios referred to in Article V shall be made, without giving effect to
any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result
or effect) to value any Indebtedness or other liabilities of any Borrower or any Subsidiary of any Borrower at “fair value.”


 


10.4         Payments.
The Term Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of any amount expressed
in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Borrower.
Any such determination or redetermination by the Term Agent shall be conclusive and binding for all purposes, absent manifest error.
No determination or redetermination by any Secured Party or any Borrower and no other currency conversion shall change or release
any obligation of any Borrower or of any Secured Party (other than the Term Agent and its Related Persons) under any Loan Document,
each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the amount as converted.
The Term Agent may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest
higher or lower amounts and may determine reasonable de minimis payment thresholds.


 


[Signature Pages Follow]


 




    	 	99	 



     


      


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized Responsible Officers as
of the day and year first above written.


   


	 	BORROWERS:
	 	 
	 	STANDARD DIVERSIFIED OPPORTUNITIES INC.,
as a Borrower
	 	 	 
	 	By:	/s/ Ian Estus
	 	 	Name: 	Ian W. Estus
	 	 	Title:	President and Chief Executive Officer
	 	 	 	 
	 	STANDARD OUTDOOR LLC, as a Borrower
	 	 	 
	 	By:	/s/ Ian Estus
	 	 	Name: 	Ian W. Estus
	 	 	Title: 	President
	 	 	 	 
	 	STANDARD OUTDOOR SOUTHWEST LLC, as a Borrower
	 	 	 
	 	By: 	/s/ Ian Estus
	 	 	Name: 	Ian W. Estus
	 	 	Title: 	President
	 	 	 	 
	 	STANDARD OUTDOOR SOUTHEAST I LLC, as a Borrower
	 	 	 
	 	By:	/s/ Ian Estus
	 	 	Name: 	Ian W. Estus
	 	 	Title: 	President
	 	 	 	 
	 	STANDARD OUTDOOR SOUTHEAST II LLC, as a Borrower
	 	 	 
	 	By: 	/s/ Ian Estus
	 	 	Name: 	Ian W. Estus
	 	 	Title: 	President



 


[Signature Page to Term Loan Agreement]


 



    	 	 	 



     


    

 


	 	Crystal Financial LLC, as Term Agent and as a Term Lender
	 	 	 
	 	By: 	/s/ Christopher A. Arnold
	 	 	Name: 	Christopher A. Arnold
	 	 	Title: 	Senior Managing Director
	 	 	 	 
	 	Crystal Financial SPV LLC, as as a Term Lender
	 	 	 
	 	By: 	/s/ Christopher A. Arnold
	 	 	Name:	Christopher A. Arnold
	 	 	Title: 	Senior Managing Director


  


[Signature Page to Term Loan Agreement]


  




    	 	 	 



     


    

  





EXHIBIT 4.2(b)


 


[FORM OF] COMPLIANCE
CERTIFICATE


 





	 	To:	Crystal Financial LLC	Date:[________________], [____]
	 	 	Two International Place, 17th Floor	 
	 	 	Boston, MA 02110	 
	 	 	Attention: Christopher Arnold	 


 


Re:       Term Loan Agreement
dated as of February 2, 2018 (as amended, restated, supplemented or otherwise modified hereafter, the “Term Loan Agreement”)
by and among Standard Diversified Opportunities Inc., a Delaware corporation (“SDOI” or the “Designated
Borrower”), Standard Outdoor LLC, a Delaware limited liability company (“Standard Outdoor”), Standard
Outdoor Southwest LLC, a Delaware limited liability company (“Standard Outdoor SW”), Standard Outdoor Southeast
I LLC, a Delaware limited liability company (“Standard Outdoor SEI”), Standard Outdoor Southeast II LLC, a Delaware
limited liability company (“Standard Outdoor SEII”), the other Persons party thereto that are designated as
“Borrowers” (collectively with SDOI, Standard Outdoor, Standard Outdoor SW, Standard Outdoor SEI and Standard Outdoor
SEII, the “Borrowers” and each a “Borrower”), and Crystal Financial LLC, a Delaware limited
liability company, as administrative agent and collateral agent (in such capacities, the “Term Agent”)
for the financial institutions from time to time party thereto (collectively, the “Term Lenders” and individually
each a “Term Lender”). All capitalized terms used herein and not otherwise defined shall have the same meaning
herein as in the Term Loan Agreement.


 


The undersigned, in
his or her capacity as a duly authorized and acting Responsible Officer of the Designated Borrower, and not in his or her individual
capacity, hereby certifies as follows:


 


		1.	No Default.



 


		a.	To the knowledge of the undersigned Responsible Officer, except as set forth in Appendix I,
no Default or Event of Default has occurred and is continuing.



 


		b.	If a Default or Event of Default has occurred and is continuing, the Borrowers propose to take
action as set forth in Appendix I with respect to such Default or Event of Default.



 


		2.	Financial Calculations. Attached hereto as Appendix II are reasonably detailed calculations
necessary to determine the following:



 


		a.	The Borrowers [are][are not] in compliance with the Loan to Value covenant set forth in Section
5.21 of the Term Loan Agreement.



 


		b.	The Borrowers [are][are not] in compliance with the Minimum Liquidity or Fixed Charge Coverage
Ratio covenant set forth in Section 5.22(a) of the Term Loan Agreement.



 


		c.	The Borrowers [are][are not] in compliance with the Maximum TPB Consolidated Total Leverage Ratio
covenant set forth in Section 5.22(b) of the Term Loan Agreement.



 


		d.	The Borrowers [are][are not] in compliance with the Maximum TPB Consolidated Senior Leverage Ratio
covenant set forth in Section 5.22(c) of the Term Loan Agreement.



 






     


     


    

 


		3.	No Material Accounting Changes, Etc. The financial statements furnished to the Term Agent
for the Fiscal [Year/Quarter] ending [end date of most recently completed Fiscal Year/Quarter] are complete, correct, in compliance
with all of the requirements set forth in Section 4.1 of the Term Loan Agreement and fairly presenting, in all material respects,



 


[For Fiscal
Year] with respect to each of (i) SDOI, (ii) PGI and (iii) TPB, the financial position and results of operations of each such Person
and its Consolidated Subsidiaries, in conformity with GAAP applied on a basis consistent with prior years.


 


[For Fiscal
Quarter] with respect to each of (i) SDOI and (ii) TPB, the financial position and the results of operations of each such Person
and its Consolidated Subsidiaries, subject to normal year-end adjustments and the absence of footnote disclosures, in conformity
with GAAP applied on a basis consistent with prior quarters.


 


There has been
no change in GAAP or the application thereof since the date of the audited financial statements furnished to the Term Agent for
the year ending [end date of year for which audited financial statements were most recently delivered prior to the date hereof],
other than the material accounting changes as disclosed on Appendix III hereto.


 


		4.	Intellectual Property. Except as set forth on Appendix IV hereto, there has been
no change to the information provided in Schedule 3.16 to the Term Loan Agreement since the date of the most recently delivered
Compliance Certificate.



 


		5.	Commercial Tort Claims. Except as set forth on Appendix V hereto, there has been
no change to the information provided in Schedule 1 to the Security Agreement since the date of the most recently delivered
Compliance Certificate.



 





 




     


     


    

 


IN WITNESS WHEREOF,
I have executed this certificate as of the date first written above.


  


	 	By:	______________________________
	 	A Responsible Officer of the Designated Borrower
	 	 	 
	 	 	 
	 	Name:	_____________________________
	 	 	 
	 	 	 
	 	Title:	______________________________


 


 


 


 







     


     


    

 


Appendix
I


 


Except as set forth
below, no Default or Event of Default presently exists. [If a Default or Event of Default exists, the following describes the nature
of the Default or Event of Default in reasonable detail and the steps being taken or contemplated by the Borrowers to be taken
on account thereof.]


 




 


 






     


     


    

 





Appendix
II


 


	End date of Applicable Reference Period (last day of most recently ended 	 
	Fiscal Quarter):	______________, 20__
	 	 
	A. Loan to Value	 
	 	 
	1. Aggregate outstanding principal amount of the Term Loan and any 	 
	Protective Overadvances as of the end date of the Applicable Reference	 
	Period above:	$__________________
	 	 
	[Repeat the following Section 2 for each Applicable BCF Multiple and the billboards related thereto]	 
	 	 
	2. A. Billboard Cash Flow:	 
	 	 
	i.   Gross advertising revenue of the Borrowers (other than Junior 	 
	 Lien Borrowers) with respect to the applicable billboards for the 	 
	 Applicable Reference Period, determined 	 
	 in accordance with GAAP:	$__________________
	 	 
	minus	 
	 	 
	ii.  Direct costs with respect to such billboards for the Applicable	 
	 Reference Period, determined in accordance with GAAP, 	 
	 including without limitation lease payments, sales commissions, 	 
	 maintenance, repairs, subcontract services, property taxes, 	 
	 utilities, permits and insurance:	$__________________
	 	 
	Total:	$__________________
	 	 
	 B. Applicable BCF Multiple: 1	__________________
	 	 
	 C. Product of Items 2.A. and 2.B.:	$__________________
	 	 
	3. As of the end date of the Applicable Reference Period, the product of:	 
	 	 
	i. The number of shares of TPB Pledged Stock:	__________________
	 	 
	ii. The price per share of such stock: 2	$__________________
	 	 
	Total:  3	$__________________


 


 


 









1
(a) with respect to Billboard Cash Flow of the Borrowers attributable to billboards owned by Standard Outdoor and Standard Outdoor
SW (and, if they are no longer Junior Lien Borrowers, Standard Outdoor SEI and/or Standard Outdoor SEII) as of the Closing Date
(or, in the case of Standard Outdoor SEII, as of the date the Vista Acquisition is consummated), 3.50, and (b) with respect to
Billboard Cash Flow of the Borrowers attributable to billboards acquired after the Closing Date pursuant to any Permitted Acquisition,
the lesser of (i) 3.50 and (ii) 50% of the purchase price multiple (measured as a multiple of Billboard Cash Flow of the applicable
Target attributable to such acquired billboards) paid for such Permitted Acquisition.


2 As reflected at
the closing of the trading session on the date of determination (or, if such calculation is made prior to the closing of the trading
session on such date, or if there is no trading session on such date, then the closing of the trading session immediately preceding
such date of determination).










3 If
the TPB Stock is no longer publicly traded, or if TPB has been merged into or consolidated with another Person in a transaction
in which TPB was not the surviving Person, then the TPB Pledged Stock Value at such time shall be $0.


 






     


     


    

 


	4. The product of Item 3 and 0.35:	$__________________
	 	 
	5. Sum of Item 2 and 4:	$__________________
	 	 
	In compliance with the Loan to Value covenant, pursuant to Section 	 
	5.21 of the Term Loan Agreement (i.e., Item 5 is greater than or equal 	 
	to Item 1):	[Yes/No]
	 	 
	B. Minimum Liquidity or Fixed Charge Coverage Ratio	 
	 	 
	Liquidity for Applicable Reference Period:	$__________________
	 	 
	Minimum Liquidity:	                    $3,000,000.00
	 	 
	Complete the calculation of the Fixed Charge Coverage Ratio for such Applicable Reference Period below:
	 	 
	Fixed Charge Coverage Ratio (each item determined in accordance with	 
	GAAP, to the extent applicable):	 
	 	 
	1. Aggregate amount of dividends and other distributions received in cash	 
	by SDOI from each of its direct Subsidiaries and TPB during such period:	$__________________
	 	 
	2. Aggregate amount of all Investments made in cash by SDOI under Section	 
	5.4(j) of the Term Loan Agreement during such period and all Dispositions	 
	made in cash by SDOI under Section 5.2(c) of the Term Loan Agreement	 
	during such period, without duplication:	$__________________
	 	 
	3. Unfinanced Capital Expenditures paid in cash by SDOI during such period:	$__________________
	 	 
	4. Aggregate amount (but not less than $0) of federal, state, local and foreign	 
	income taxes paid in cash by SDOI during such period:	$__________________
	 	 
	5. All operating expenses paid in cash by SDOI during such period:	$__________________
	 	 
	6. Consolidated Interest Expense paid in cash by SDOI 	 
	during such period:	$__________________
	 	 
	7. All scheduled principal payments made by SDOI 	 
	during such period on account of Indebtedness (including, without limitation,	 
	obligations with respect to Capital Leases, but excluding all voluntary	 
	and mandatory prepayments and all principal payments made in connection	 
	with any revolving credit facility which do not result in a permanent 	 
	reduction of such facility):	$__________________
	 	 
	8. Restricted Payments paid in cash by SDOI during such period:	$__________________
	 	 
	9. Item 1 minus Items 2, 3, 4 and 5:	$__________________



 



     


     


    




 


		
	10. Sum of Items 6, 7, and 8:	$__________________
	 	 
	11. Fixed Charge Coverage Ratio (Item 9 : Item 10):	_________ : _________
	 	 
	12. Minimum Fixed Charge Coverage Ratio:	                          1.10
    : 1.00


 


 


	In compliance with Minimum Liquidity or Fixed Charge Coverage Ratio	 
	covenant, pursuant to Section 5.22(a) of the Term Loan Agreement (i.e.,	 
	Liquidity for the Applicable Reference Period is not less than Minimum	 
	Liquidity OR, at any time on or after the first date upon which the	 
	Applicable Reference Period is March 31, 2019, Liquidity for the	 
	Applicable Reference Period is less than Minimum Liquidity but	 
	Item 11 is greater than or equal to Item 12):	[Yes/No]
	 	 
	 	 
	C. Maximum TPB Consolidated Total Leverage Ratio	 
	 	 
	TPB Consolidated Total Leverage Ratio as of the end date of the Applicable	 
	Reference Period listed above:	_________ : _________
	 	 
	Maximum TPB Consolidated Total Leverage Ratio:	_________ : ________4
	 	 
	In compliance with Maximum TPB Consolidated Total Leverage Ratio	 
	covenant, pursuant to Section 5.22(b) of the Term Loan Agreement:	[Yes/No]
	 	 
	 	 
	D. Maximum TPB Consolidated Senior Leverage Ratio	 
	 	 
	TPB Consolidated Senior Leverage Ratio as of the end date of the Applicable	 
	Reference Period listed above:	_________ : _________
	 	 
	Maximum TPB Consolidated Senior Leverage Ratio:	_________ : ________5


 


	In compliance with the Maximum TPB Consolidated Senior Leverage Ratio 	 
	covenant, pursuant to Section 5.22(c) of the Term Loan Agreement:	[Yes/No]


 


 





 



 





	4	Closing Date through December 30, 2018:	6.00 : 1.00
	 	December 31, 2018 through December 30, 2019:	5.75 : 1.00
	 	December 31, 2019 and thereafter:	5.50 : 1.00
	5	Closing Date through December 30, 2018:	5.00 to 1.00
	 	December 31, 2018 through December 30, 2019:	4.75 to 1.00
	 	December 31, 2019 and thereafter:	4.50 to 1.00







 




     


     


    

 


Appendix
III


 


 


Except as set forth
below, no material changes in GAAP or the application thereof have occurred since [the date of the most recently delivered audited
financial statements to the Term Agent prior to the date of this certificate]. [If material changes in GAAP or in application thereof
have occurred, the following describes the nature of the changes in reasonable detail and the effect, if any, of each such material
change in GAAP or in application thereof in the determination of the calculation of the financial statements described in the Term
Loan Agreement].


 


 




     


     


    

 


Appendix
IV


 


 


Except as set forth
below, there has been no change to the information provided in Schedule 3.16 to the Term Loan Agreement since the date of
the most recently delivered Compliance Certificate.




     


     


    

 


Appendix
V


 


 


Except as set forth
below, there has been no change to the information provided in Schedule 1 to the Security Agreement since the date of the
most recently delivered Compliance Certificate.


 


 








     


     


    



 





Final Form


EXHIBIT 10.1(a)

TO

TERM LOAN AGREEMENT


 


[FORM OF] ASSIGNMENT


 


This ASSIGNMENT, dated
as of the Effective Date, is entered into between ___________ (the “Assignor”) and ___________ (the “Assignee”).


 


The parties hereto
hereby agree as follows:


 


	Borrowers:	 	Standard Diversified Opportunities Inc., a Delaware corporation, Standard Outdoor LLC, a Delaware limited liability company, Standard Outdoor Southwest LLC, a Delaware limited liability company, Standard Outdoor Southeast I LLC, a Delaware limited liability company, Standard Outdoor Southeast II LLC, a Delaware limited liability company, and the other Persons party thereto that are designated as “Borrowers” (each a “Borrower” and collectively, the “Borrowers”)
	 	 	 
	Agent:	 	Crystal Financial LLC, as administrative agent and collateral agent (in such capacities, the “Term Agent”) for the financial institutions from time to time party to the Term Loan Agreement (the “Term Lenders”)
	 	 	 
	Loan Agreement:	 	Term Loan Agreement, dated as of February 2, 2018, among the Borrowers, the Term Lenders and the Term Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”; capitalized terms used herein without definition are used as defined in the Term Loan Agreement)
	 	 	 
	[Trade Date:	 	_________, ____]1
	 	 	 
	Effective Date:	 	_________, ____2


 





 






		1	Insert for informational purposes only if needed to determine
other arrangements between the Assignor and the Assignee.



		2	To be filled out by Term Agent upon entry in the Register.




 






     

     


    

 


Section 1.3


 


	 	Delayed Draw Term Loan Commitment Percentage Assigned:	__________%
	 	 	 
	 	Term Loan Percentage Assigned:	__________%


 


Section 2.           After giving effect
to this Assignment, the Assignor’s and the Assignee’s Delayed Draw Term Loan Commitments and the amount of the Term
Loans owing to the Assignor and the Assignee will be as set forth below:


 


	 	Assignor’s Delayed Draw Term Loan Commitment:	$___________
	 	 	 
	 	Assignee’s Delayed Draw Term Loan Commitment:	$___________
	 	 	 
	 	Aggregate Outstanding Principal Amount of Term Loans 	
	 	Owing to Assignor:	$___________
	 	 	 
	 	Aggregate Outstanding Principal Amount of Term Loans 	
	 	Owing to Assignee:	$___________


 


[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY
LEFT BLANK]


 





 







3 Set forth, to at least 9 decimals, the Assigned Interest (as such term is defined herein) as a percentage of
the aggregate Delayed Draw Term Loan Commitments or amount of the Term Loans in the facility. This percentage is set forth
for informational purposes only and is not intended to be binding. The assignments are based on the amounts assigned, not on
the percentage listed.


 






     

     


    

 





Section 3.          Assignment.
Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, Assignor’s rights
and obligations in its capacity as Term Lender under the Term Loan Agreement (including Liabilities owing to or by Assignor thereunder)
and the other Loan Documents, in each case to the extent related to the amounts identified above (the “Assigned Interest”).


 


Section 4.          Representations,
Warranties and Covenants of Assignors. Assignor (a) represents and warrants to Assignee and the Term Agent that (i) it
has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate
the transactions contemplated hereby, (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned
Interest is free and clear of any Lien and other adverse claims and (iii) by executing, signing and delivering this assignment
via ClearPar® or any other electronic settlement system designated by the Term Agent, the Person signing, executing and delivering
this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver
this Assignment, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the
aggregate amount of the Term Loans and Delayed Draw Term Loan Commitments, the percentage of the Term Loans and Delayed Draw Term
Loan Commitments represented by the amounts assigned, any statements, representations and warranties made in or in connection
with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability
or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature
or value of any Collateral, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial
condition of any Borrower or the performance or nonperformance by any Borrower of any obligation under any Loan Document or any
document provided in connection therewith and (d) attaches any Term Notes held by it evidencing at least in part the Assigned
Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Term Agent
exchange such Term Notes for new Term Notes in accordance with Section 1.2 of the Term Loan Agreement.


 


Section 5.          Representations,
Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Term Agent that (i) it
has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to
consummate the transactions contemplated hereby, (ii) it is [not] an existing Term Lender, an Affiliate or Approved
Fund of an existing Term Lender, (iii) it is not a Borrower or an Affiliate of a Borrower or a holder of Subordinated Indebtedness
or an Affiliate of such a holder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented
by the Assigned Interest assigned to it hereunder and either the Assignee or the Person exercising discretion in making the decision
for such assignment is experienced in acquiring assets of such type and (v) by executing, signing and delivering this Assignment
via ClearPar® or any other electronic settlement system designated by the Term Agent, the Person signing, executing and delivering
this Assignment on behalf of the Assignee is an authorized signatory for the Assignee and is authorized to execute, sign and deliver
this Assignment, (b) appoints and authorizes the Term Agent to take such action as administrative agent and collateral agent
on its behalf and to exercise such powers under the Loan Documents as are delegated to the Term Agent by the terms thereof, together
with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that,
by the terms of the Loan Documents, are required to be performed by it as a Term Lender, (d) confirms it has received such
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment
and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and
without reliance upon the Term Agent, any Term Lender or any other Indemnitee and based on such documents and information as it
shall deem appropriate at the time, (e) acknowledges and agrees that, as a Term Lender, it may receive material non-public
information and confidential information concerning the Borrowers and their Affiliates and their Stock and agrees to use such
information in accordance with Section 8.10 of the Term Loan Agreement, (f) specifies as its applicable lending
offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall
pay to the Term Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 8.9
of the Term Loan Agreement and (h) to the extent required pursuant to Section 9.1(f) of the Term Loan Agreement,
attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption
certificate.


 




     

     


    

 


Section 6.          Determination
of Effective Date; Register. Following the due execution and delivery of this Assignment by Assignor and Assignee, this Assignment
(including its attachments) will be delivered to the Term Agent for its acceptance and recording in the Register. The effective
date of this Assignment (the “Effective Date”) shall be the later of (i) the acceptance of this Assignment
by the Term Agent and (ii) the recording of this Assignment in the Register. The Term Agent shall insert the Effective Date
when known in the space provided therefor at the beginning of this Assignment.


 


Section 7.          Effect.
As of the Effective Date, (a) Assignee shall be a party to the Term Loan Agreement and, to the extent provided in this Assignment,
have the rights and obligations of a Term Lender under the Term Loan Agreement and (b) Assignor shall, to the extent provided
in this Assignment, relinquish its rights (except those surviving the termination of the Term Loan Commitments and payment in
full of the Obligations) and be released from its obligations under the Loan Documents other than those obligations relating to
events and circumstances occurring prior to the Effective Date.


 


Section 8.          Distribution
of Payments. On and after the Effective Date, the Term Agent shall make all payments under the Loan Documents in respect of
each Assigned Interest (a) in the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise,
to Assignee.


 


Section 9.          Miscellaneous.
(a) The parties hereto, to the extent permitted by law, waive all right to trial by jury in any action, suit, or proceeding arising
out of, in connection with or relating to, this Assignment and any other transaction contemplated hereby. This waiver applies
to any action, suit or proceeding whether sounding in tort, contract or otherwise.


 


(b)          On
and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the Assignor, the Assignee, the
Term Agent and their Related Persons and their successors and assigns.


 


(c)          The
laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Assignment, including,
without limitation, its validity, interpretation, construction, performance and enforcement (including, without limitation, any
claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment
interest) but without giving effect to the conflicts of laws principles thereof, but including Section 5-1401 of the New York
General Obligations Law.


 


(d)          This
Assignment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(e)          Signature
pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature
page of this Assignment by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed
counterpart of this Assignment.


 


[signatures
follow]


 




     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Assignment to be executed by their respective officers thereunto duly authorized, as of the
date first above written.


 


	 	[NAME OF ASSIGNOR]
	 	 	as Assignor
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[NAME OF ASSIGNEE]
	 	 	as Assignee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Lending Office (and address for notices):
	 	 
	 	[Insert Address (including contact name, fax number and e-mail address)]


 


[SIGNATURE PAGE FOR ASSIGNMENT
FOR TERM LOAN AGREEMENT]


 




     

     


    

 


	ACCEPTED and AGREED	 
	this ____ day of ______________ _____:	 
	 	 
	CRYSTAL FINANCIAL LLC,	 
	as Term Agent	 
	 	 	 
	By:		 
	 	Name:	 
	 	Title:	 
	 	 	 
	[STANDARD DIVERSIFIED 	 
	OPPORTUNITIES INC.,	 
	as Designated Borrower	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:]	 


 


[SIGNATURE PAGE FOR ASSIGNMENT
FOR TERM LOAN AGREEMENT]


 




     

     


    

  





Final Form


EXHIBIT 10.1(b)

TO

TERM LOAN AGREEMENT


 


[FORM OF] INITIAL TERM NOTE


 


Lender: [NAME OF TERM LENDER]


	Principal Amount:  $_______ (the “Principal Amount”)	[________________], [____]


 


FOR VALUE RECEIVED, the
undersigned, Standard Diversified Opportunities Inc., a Delaware corporation, Standard Outdoor LLC, a Delaware limited liability
company, Standard Outdoor Southwest LLC, a Delaware limited liability company, Standard Outdoor Southeast I LLC, a Delaware limited
liability company, Standard Outdoor Southeast II LLC, a Delaware limited liability company, the other Persons party to the Term
Loan Agreement referred to below that are designated as “Borrowers” (each a “Borrower” and collectively,
the “Borrowers”), hereby jointly and severally promise to pay to the Term Lender set forth above (the “Term
Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of the Initial Term
Loan (as defined in the Term Loan Agreement referred to below) of the Term Lender to the Borrowers, payable at such times and in
such amounts as are specified in the Term Loan Agreement.


 


The Borrowers jointly and
severally promise to pay interest on the unpaid principal amount of the Initial Term Loan from the date made until such principal
amount is paid in full, payable at such times and at such interest rates as are specified in the Term Loan Agreement. Demand, diligence,
presentment, protest and notice of non-payment and protest are hereby waived by the Borrowers.


 


Both principal and interest
are payable in Dollars to Crystal Financial LLC, as administrative agent (in such capacity, the “Term Agent”),
at the address set forth in the Term Loan Agreement, in immediately available funds.


 


This Initial Term Note
is one of the Term Notes referred to in, and is entitled to the benefits of, the Term Loan Agreement, dated as of February 2, 2018
(as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”),
among the Borrowers, the financial institutions from time to time party thereto and the Term Agent. Capitalized terms used herein
without definition are used as defined in the Term Loan Agreement.


 


The Term Loan Agreement,
among other things, (a) provides for the making of the Initial Term Loan by the Term Lender to the Borrowers in an aggregate
amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Borrowers resulting
from such Initial Term Loan being evidenced by this Initial Term Note and (b) contains provisions for acceleration of the
maturity of the unpaid principal amount of this Initial Term Note upon the happening of certain stated events and also for prepayments
on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.


 


This Initial Term Note
is a Loan Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Term Loan Agreement,
including all of Sections 8.18 (Governing Law and Jurisdiction), 8.19 (Waiver of Jury Trial) and 10.2
(Other Interpretive Provisions) thereof.


 


This Initial Term Note
is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until
recorded therein.


 




     


     


    

  


The Term Lender’s
books and records concerning the Initial Term Loan, the accrual of interest thereon, and the repayment of such Initial Term Loan,
shall be prima facie evidence of the indebtedness to the Term Lender hereunder.


 


No delay or omission by
the Term Lender in exercising or enforcing any of such Term Lender’s powers, rights, privileges, remedies, or discretions
hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall
operate as a waiver of any other Event of Default, nor as a continuing waiver of any such Event of Default.


 


The Borrowers assent to
any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by the Term
Lender with respect to this Initial Term Note and/or any Collateral or any extension or other indulgence with respect to any other
liability or any collateral given to secure any other liability of the Borrowers or any other Person obligated on account of this
Initial Term Note.


 


This Initial Term Note
shall be binding upon the Borrowers jointly and severally, and each endorser and guarantor hereof, and upon their respective successors,
assigns, and representatives, and shall inure to the benefit of the Term Lender and its successors, endorsees, and assigns.


 


[SIGNATURE PAGES FOLLOW]


 




     


     


    

 


IN WITNESS WHEREOF, the
Borrowers have caused this Initial Term Note to be executed and delivered by its duly authorized officer as of the day and year
and at the place set forth above.


 


	 	STANDARD DIVERSIFIED OPPORTUNITIES INC., a Delaware corporation
	 	 	 
	 	By:	
	 	Name:
	 	Title:
	 	 	 
	 	STANDARD OUTDOOR LLC, a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	STANDARD OUTDOOR SOUTHWEST LLC, a Delaware limited liability company
	 	 	 
	 	By:	    
	 	Name:
	 	Title:
	 	 	 
	 	STANDARD OUTDOOR SOUTHEAST I LLC, a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	STANDARD OUTDOOR SOUTHEAST II LLC, a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


[Signature Page to Initial Term Note]


 




     


     


    






 


Final Form


EXHIBIT 10.1(c)

TO

TERM LOAN AGREEMENT


 


[FORM OF] DELAYED DRAW TERM NOTE


 


	Lender:  [NAME OF TERM LENDER]	 
	Principal Amount:  $_______ (the “Principal Amount”)	[________________], [____]


 


FOR VALUE RECEIVED,
the undersigned, Standard Diversified Opportunities Inc., a Delaware corporation, Standard Outdoor LLC, a Delaware limited liability
company, Standard Outdoor Southwest LLC, a Delaware limited liability company, Standard Outdoor Southeast I LLC, a Delaware limited
liability company, Standard Outdoor Southeast II LLC, a Delaware limited liability company, the other Persons party to the Term
Loan Agreement referred to below that are designated as “Borrowers” (each a “Borrower” and collectively,
the “Borrowers”), hereby jointly and severally promise to pay to the Term Lender set forth above (the “Term
Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of the Delayed Draw
Term Loan (as defined in the Term Loan Agreement referred to below) of the Term Lender to the Borrowers, payable at such times
and in such amounts as are specified in the Term Loan Agreement.


 


The Borrowers jointly
and severally promise to pay interest on the unpaid principal amount of the Delayed Draw Term Loan from the date made until such
principal amount is paid in full, payable at such times and at such interest rates as are specified in the Term Loan Agreement.
Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrowers.


 


Both principal and
interest are payable in Dollars to Crystal Financial LLC, as administrative agent (in such capacity, the “Term Agent”),
at the address set forth in the Term Loan Agreement, in immediately available funds.


 


This Delayed Draw Term
Note is one of the Term Notes referred to in, and is entitled to the benefits of, the Term Loan Agreement, dated as of February
2, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”),
among the Borrowers, the financial institutions from time to time party thereto and the Term Agent. Capitalized terms used herein
without definition are used as defined in the Term Loan Agreement.


 


The Term Loan Agreement,
among other things, (a) provides for the making of the Delayed Draw Term Loan by the Term Lender to the Borrowers in an aggregate
amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Borrowers resulting
from such Delayed Draw Term Loan being evidenced by this Delayed Draw Term Note and (b) contains provisions for acceleration
of the maturity of the unpaid principal amount of this Delayed Draw Term Note upon the happening of certain stated events and also
for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.


 


This Delayed Draw Term
Note is a Loan Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Term Loan
Agreement, including all of Sections 8.18 (Governing Law and Jurisdiction), 8.19 (Waiver of Jury Trial) and
10.2 (Other Interpretive Provisions) thereof.


 


This Delayed Draw Term
Note is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until
recorded therein.


 




     

     


    

 


The Term Lender’s
books and records concerning the Delayed Draw Term Loan, the accrual of interest thereon, and the repayment of such Delayed Draw
Term Loan, shall be prima facie evidence of the indebtedness to the Term Lender hereunder.


 


No delay or omission
by the Term Lender in exercising or enforcing any of such Term Lender’s powers, rights, privileges, remedies, or discretions
hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall
operate as a waiver of any other Event of Default, nor as a continuing waiver of any such Event of Default.


 


The Borrowers assent
to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by the
Term Lender with respect to this Delayed Draw Term Note and/or any Collateral or any extension or other indulgence with respect
to any other liability or any collateral given to secure any other liability of the Borrowers or any other Person obligated on
account of this Delayed Draw Term Note.


 


This Delayed Draw Term
Note shall be binding upon the Borrowers jointly and severally, and each endorser and guarantor hereof, and upon their respective
successors, assigns, and representatives, and shall inure to the benefit of the Term Lender and its successors, endorsees, and
assigns.


 


[SIGNATURE PAGES FOLLOW]


 




     

     


    

 


IN WITNESS WHEREOF,
the Borrowers have caused this Delayed Draw Term Note to be executed and delivered by its duly authorized officer as of the day
and year and at the place set forth above.


 





	 	STANDARD DIVERSIFIED OPPORTUNITIES INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 
	 	 	 
	 	STANDARD OUTDOOR LLC, a Delaware limited
	 	liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	STANDARD OUTDOOR SOUTHWEST LLC, a
	 	Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	STANDARD OUTDOOR SOUTHEAST I LLC, a
	 	Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	STANDARD OUTDOOR SOUTHEAST II LLC, a
	 	Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 





[Signature Page to Delayed Draw Term Note]


 




     

     


    



 








Final Form


Exhibit
10.1(d)


 


[FORM OF] DELAYED DRAW TERM LOAN BORROWING
REQUEST


 


[________________], [____]


 


Crystal Financial LLC,


as Term Agent

Two International Place, 17th Floor


Boston, Massachusetts 02110


 


Ladies and Gentlemen:






Please refer to the Term
Loan Agreement dated as of February 2, 2018 (as amended, restated, supplemented and/or otherwise modified from time to time, the
“Term Loan Agreement”), by and among Standard Diversified Opportunities Inc., a Delaware corporation, Standard
Outdoor LLC, a Delaware limited liability company, Standard Outdoor Southwest LLC, a Delaware limited liability company, Standard
Outdoor Southeast I LLC, a Delaware limited liability company, Standard Outdoor Southeast II LLC, a Delaware limited liability
company, the other Persons party thereto that are designated as “Borrowers” (each a “Borrower” and
collectively the “Borrowers”), the Term Lenders from time to time party thereto, and Crystal Financial LLC,
as Term Agent. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Term Loan
Agreement.


 


The Designated Borrower
hereby requests a borrowing under the Term Loan Agreement as follows:


 


The aggregate amount of
the proposed Delayed Draw Term Loan Borrowing is $[______________]. The requested date for the proposed Delayed Draw Term Loan
Borrowing (which is a Business Day) is [______________], 20[__].


 


This Delayed Draw Term
Loan Borrowing Request is made pursuant to Section 2.2 of the Term Loan Agreement and constitutes a representation and warranty
by the Borrowers that all of the conditions specified in Section 2.2 of the Term Loan Agreement will be satisfied at the
time of the making of the Delayed Draw Term Loan and a reaffirmation by each Borrower of the granting and continuance of the Term
Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents.


 


In furtherance of the foregoing:


 


(1) the Borrowers have
attached as Exhibit A hereto a funds-flow memorandum that conforms to the requirements set forth in Sections 2.2(a) and
3.8 of the Term Loan Agreement;


 


(2) the Borrowers hereby
certify that:


 


(a) since the
date of the most recent audited financial information delivered to the Term Agent in respect of Borrowers prior to the Closing
Date, no Material Adverse Effect has occurred;


 




     


     


    

  


(b) no action,
suit, investigation, litigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority
that could reasonably be expected to (i) materially and adversely affect the transactions contemplated by the Term Loan Agreement
or (ii) result in a Material Adverse Effect;


 


(c) the representations
and warranties of the Borrowers set forth in the Term Loan Agreement and in any other Loan Document are true and correct in all
material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on
and as of the date of the requested Delayed Draw Term Loan Borrowing (or, in the case of any such representation or warranty expressly
stated to have been made as of a specific date, as of such specific date); provided, however, that the representations and warranties
set forth in Section 3.30 of the Term Loan Agreement shall be deemed to refer to the Permitted Acquisition to be consummated on
the date of such Delayed Draw Term Loan Borrowing, instead of the Quality Acquisition, mutatis mutandis; and


 


(d) no Default
or Event of Default has occurred and is continuing or will result after giving effect to the requested Delayed Draw Term Loan Borrowing.


 


[Signature Page Follows.]


 




     


     


    

  


IN WITNESS WHEREOF, the
Designated Borrower has caused this Delayed Draw Term Loan Borrowing Request to be executed as of the date first above written.


 


	 	STANDARD DIVERSIFIED OPPORTUNITIES INC., a Delaware corporation, as Designated Borrower
	 	 	 
	 	By:	         
	 	Name:
	 	Title:


 


[Signature Page to Delayed Draw Term Loan Borrowing
Request]