Exhibit
10.1


 





	[Execution]


 


CREDIT
AGREEMENT


 


by
and among


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,


 


as
Agent,


 


THE
LENDERS THAT ARE PARTIES HERETO


 


as
the Lenders,


 


CPI
CARD GROUP INC.,


 


as
Parent


 


and


 


CPI
CG Inc.


 


and
such additional Borrowers from time to time party hereto,


 


as
Borrowers


 


Dated
as of March 15, 2021 


	 









    


     


    


Table
of Contents  


 


	 	 	Page
	 	 	 
	1.	DEFINITIONS AND CONSTRUCTION	1
	 	 	 
	1.1	Definitions	1
	 	 	 
	1.2	Accounting Terms	69
	 	 	 
	1.3	Code	69
	 	 	 
	1.4	Construction	70
	 	 	 
	1.5	Time References	70
	 	 	 
	1.6	Schedules and Exhibits	70
	 	 	 
	1.7	Divisions	71
	 	 	 
	1.8	Certain Conditions	71
	 	 	 
	2.	LOANS AND TERMS OF PAYMENT	71
	 	 	 
	2.1	Revolving Loans	71
	 	 	 
	2.2	[Reserved]	72
	 	 	 
	2.3	Borrowing Procedures and Settlements	72
	 	 	 
	2.4	Payments; Reductions of Commitments; Prepayments	79
	 	 	 
	2.5	Promise to Pay; Promissory Notes	83
	 	 	 
	2.6	Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations	84
	 	 	 
	2.7	Crediting Payments	85
	 	 	 
	2.8	Designated Account	85
	 	 	 
	2.9	Maintenance of Loan Account; Statements of Obligations	85
	 	 	 
	2.10	Fees	86
	 	 	 
	2.11	Letters of Credit	86
	 	 	 
	2.12	LIBOR Option	95
	 	 	 
	2.13	Capital Requirements	97
	 	 	 
	2.14	Incremental Facilities	99
	 	 	 
	2.15	Joint and Several Liability of Borrowers	100
	 	 	 
	3.	CONDITIONS; TERM OF AGREEMENT	103
	 	 	 
	3.1	Conditions Precedent to the Initial Extension of Credit	103
	 	 	 
	3.2	Conditions Precedent to all Extensions of Credit	103
	 	 	 
	3.3	Maturity	103
	 	 	 
	3.4	Effect of Maturity	103





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Table
of Contents


 


(continued) 


 




	 	 	Page
	 	 	 
	3.5	Early Termination by Borrowers	104
	 	 	 
	3.6	Conditions Subsequent	104
	 	 	 
	4.	REPRESENTATIONS AND WARRANTIES	104
	 	 	 
	4.1	Due Organization and Qualification; Subsidiaries	104
	 	 	 
	4.2	Due Authorization; No Conflict	105
	 	 	 
	4.3	Governmental Consents	105
	 	 	 
	4.4	Binding Obligations; Perfected Liens	106
	 	 	 
	4.5	Title to Assets; No Encumbrances	106
	 	 	 
	4.6	Litigation	106
	 	 	 
	4.7	Compliance with Laws	106
	 	 	 
	4.8	No Material Adverse Effect	107
	 	 	 
	4.9	Solvency	107
	 	 	 
	4.10	Employee Benefits	107
	 	 	 
	4.11	Environmental Condition	107
	 	 	 
	4.12	Complete Disclosure	108
	 	 	 
	4.13	Patriot Act	108
	 	 	 
	4.14	Indebtedness	108
	 	 	 
	4.15	Payment of Taxes	108
	 	 	 
	4.16	Margin Stock	109
	 	 	 
	4.17	Governmental Regulation	109
	 	 	 
	4.18	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	109
	 	 	 
	4.19	Employee and Labor Matters	109
	 	 	 
	4.20	[Reserved]	110
	 	 	 
	4.21	Leases	110
	 	 	 
	4.22	Eligible Accounts	110
	 	 	 
	4.23	Eligible Inventory	110
	 	 	 
	4.24	[Reserved]	110
	 	 	 
	4.25	Location of Inventory	110
	 	 	 
	4.26	Inventory Records	110
	 	 	 
	4.27	Material Contracts	110





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Table
of Contents


 


(continued) 




 




	 	 	Page
	 	 	 
	4.28	Senior Secured Notes Documents	111
	 	 	 
	4.29	Immaterial Subsidiaries	111
	 	 	 
	4.30	Hedge Agreements	111
	 	 	 
	5.	AFFIRMATIVE COVENANTS	111
	 	 	 
	5.1	Financial Statements, Reports, Certificates	111
	 	 	 
	5.2	Reporting	111
	 	 	 
	5.3	Existence	111
	 	 	 
	5.4	Maintenance of Properties	112
	 	 	 
	5.5	Taxes	112
	 	 	 
	5.6	Insurance	112
	 	 	 
	5.7	Inspection	113
	 	 	 
	5.8	Compliance with Laws	113
	 	 	 
	5.9	Environmental	113
	 	 	 
	5.10	Disclosure Updates	114
	 	 	 
	5.11	Formation of Subsidiaries	114
	 	 	 
	5.12	Further Assurances	115
	 	 	 
	5.13	Lender Meetings	115
	 	 	 
	5.14	Location of Inventory; Chief Executive Office	115
	 	 	 
	5.15	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	116
	 	 	 
	6.	NEGATIVE COVENANTS	116
	 	 	 
	6.1	Indebtedness	116
	 	 	 
	6.2	Liens	116
	 	 	 
	6.3	Restrictions on Fundamental Changes	116
	 	 	 
	6.4	Disposal of Assets	117
	 	 	 
	6.5	Nature of Business	117
	 	 	 
	6.6	Prepayments and Amendments	117
	 	 	 
	6.7	Restricted Payments	117
	 	 	 
	6.8	Accounting Methods	120
	 	 	 
	6.9	Investments	120
	 	 	 
	6.10	Transactions with Affiliates	120







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Table
of Contents


 


(continued) 


 


	 	 	Page
	 	 	 
	6.11	Use of Proceeds	122
	 	 	 
	6.12	Limitations on Activities of Parent	122
	 	 	 
	6.13	Inventory with Bailees	123
	 	 	 
	6.14	[Reserved]	123
	 	 	 
	6.15	Immaterial Subsidiaries	123
	 	 	 
	7.	FINANCIAL COVENANT	123
	 	 	 
	8.	EVENTS OF DEFAULT	124
	 	 	 
	8.1	Payments	124
	 	 	 
	8.2	Covenants	124
	 	 	 
	8.3	Judgments	124
	 	 	 
	8.4	Voluntary Bankruptcy, etc.	125
	 	 	 
	8.5	Involuntary Bankruptcy, etc.	125
	 	 	 
	8.6	Default Under Other Agreements	125
	 	 	 
	8.7	Representations, etc.	125
	 	 	 
	8.8	Guaranty	125
	 	 	 
	8.9	Security Documents	125
	 	 	 
	8.10	Loan Documents	126
	 	 	 
	8.11	Change of Control	126
	 	 	 
	9.	RIGHTS AND REMEDIES	126
	 	 	 
	9.1	Rights and Remedies	126
	 	 	 
	9.2	Remedies Cumulative	127
	 	 	 
	10.	WAIVERS; INDEMNIFICATION	127
	 	 	 
	10.1	Demand; Protest; etc.	127
	 	 	 
	10.2	The Lender Group’s Liability for Collateral	127
	 	 	 
	10.3	Indemnification	128
	 	 	 
	11.	NOTICES	129
	 	 	 
	12.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION	130
	 	 	 
	13.	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS	131
	 	 	 
	13.1	Assignments and Participations	131
	 	 	 
	13.2	Successors	135





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Table
of Contents


 


(continued) 


 




	 	 	Page
	 	 	 
	14.	AMENDMENTS; WAIVERS	135
	 	 	 
	14.1	Amendments and Waivers	135
	 	 	 
	14.2	Replacement of Certain Lenders	137
	 	 	 
	14.3	No Waivers; Cumulative Remedies	138
	 	 	 
	15.	AGENT; THE LENDER GROUP	138
	 	 	 
	15.1	Appointment and Authorization of Agent	138
	 	 	 
	15.2	Delegation of Duties	139
	 	 	 
	15.3	Liability of Agent	139
	 	 	 
	15.4	Reliance by Agent	139
	 	 	 
	15.5	Notice of Default or Event of Default	140
	 	 	 
	15.6	Credit Decision	140
	 	 	 
	15.7	Costs and Expenses; Indemnification	141
	 	 	 
	15.8	Agent in Individual Capacity	141
	 	 	 
	15.9	Successor Agent	142
	 	 	 
	15.10	Lender in Individual Capacity	142
	 	 	 
	15.11	Collateral Matters	143
	 	 	 
	15.12	Restrictions on Actions by Lenders; Sharing of Payments	145
	 	 	 
	15.13	Agency for Perfection	145
	 	 	 
	15.14	Payments by Agent to the Lenders	145
	 	 	 
	15.15	Concerning the Collateral and Related Loan Documents	145
	 	 	 
	15.16	Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information	146
	 	 	 
	15.17	Several Obligations; No Liability	146
	 	 	 
	16.	WITHHOLDING TAXES	147
	 	 	 
	16.1	Payments	147
	 	 	 
	16.2	Exemptions	147
	 	 	 
	16.3	Reductions	149
	 	 	 
	16.4	Refunds	150
	 	 	 
	17.	GENERAL PROVISIONS	150
	 	 	 
	17.1	Effectiveness	150
	 	 	 
	17.2	Section Headings	150





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Table
of Contents


 


(continued) 


 

	 	 	Page
	 	 	 
	17.3	Interpretation	150
	 	 	 
	17.4	Severability of Provisions	150
	 	 	 
	17.5	Bank Product Providers	150
	 	 	 
	17.6	Debtor-Creditor Relationship	151
	 	 	 
	17.7	Counterparts; Electronic Execution	151
	 	 	 
	17.8	Revival and Reinstatement of Obligations; Certain Waivers	152
	 	 	 
	17.9	Confidentiality	152
	 	 	 
	17.10	Survival	154
	 	 	 
	17.11	Patriot Act; Due Diligence	154
	 	 	 
	17.12	Integration	154
	 	 	 
	17.13	CPI CG as Agent for Borrowers	154
	 	 	 
	17.14	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	155
	 	 	 
	17.15	Acknowledgement Regarding Any Supported QFCs	156
	 	 	 
	17.16	ABL/Notes Intercreditor Agreement	156





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EXHIBITS AND SCHEDULES


 

	Exhibit A-1	Form of Assignment and Acceptance
	Exhibit B-1	Form of Borrowing Base Certificate
	Exhibit B-2	Form of Bank Product Provider Agreement
	Exhibit C-1	Form of Compliance Certificate
	Exhibit J-1	Form of Joinder
	Exhibit L-1	Form of LIBOR Notice
	Exhibit P-1	Form of Perfection Certificate
	 	 
	Schedule A-1	Agent’s Account
	Schedule A-2	Authorized Persons
	Schedule C-1	Commitments
	Schedule C-2	Customs Brokers
	Schedule D-1	Designated Account
	Schedule D-2	Designated Subsidiary Guarantors
	Schedule P-1	Permitted Investments
	Schedule P-2	Permitted Liens
	Schedule 3.1	Conditions Precedent
	Schedule 3.6	Conditions Subsequent
	Schedule 4.1(b)	Capitalization of Loan Parties
	Schedule 4.1(c)	Capitalization of Loan Parties’ Subsidiaries
	Schedule 4.1(d)	Subscriptions, Options, Warrants, Calls
	Schedule 4.6(b)	Litigation
	Schedule 4.11	Environmental Matters
	Schedule 4.14	Permitted Indebtedness
	Schedule 4.25	Location of Inventory
	Schedule 4.27	Material Contracts
	Schedule 5.1	Financial Statements, Reports, Certificates
	Schedule 5.2	Collateral Reporting
	Schedule 6.12	Parent Intellectual Property






    -vii-


     


    


CREDIT
AGREEMENT


 


THIS
CREDIT AGREEMENT, is entered into as of March 15, 2021 by and among the lenders identified on the signature pages hereof (each
of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”,
as that term is hereinafter further defined), WELLS FARGO BANK, a national banking association, as administrative and collateral
agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns
in such capacity, “Agent”), CPI CARD GROUP INC., a Delaware corporation (“Parent”), CPI
CG Inc., a Delaware corporation (“CPI CG”) and those additional entities that hereafter become parties hereto
as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1.


 


The
parties agree as follows:


 


1.           DEFINITIONS
AND CONSTRUCTION.


 


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


 


“ABL
Priority Collateral” has the meaning specified therefor in ABL/Notes Intercreditor Agreement.


 


“ABL/Notes
Intercreditor Agreement” means the Intercreditor Agreement dated as of the Closing Date entered into by and among the
Agent and the Notes Collateral Agent, and acknowledged by the Borrowers, the Designated Subsidiary Guarantors, and the other Loan
Parties, as the same may be amended, restated modified and/or supplemented from time to time in accordance with the terms thereof


 


“Acceptable
Appraisal” means, with respect to an appraisal of Inventory, the most recent appraisal of such property received by
Agent (a) from an appraisal company satisfactory to Agent, (b) the scope and methodology (including, to the extent relevant, any
sampling procedure employed by such appraisal company) of which are satisfactory to Agent, and (c) the results of which are satisfactory
to Agent, in each case, in Agent’s Permitted Discretion.


 


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


 


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


 


“Account
Party” has the meaning specified therefor in Section 2.11(h) of this Agreement.


 


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


 


“Acquired
Indebtedness” means (a) Indebtedness of a Person whose assets or Equity Interests are acquired by a Loan Party or any
of its Subsidiaries in a Permitted Acquisition and (b) Indebtedness secured by a Lien encumbering any asset or Equity Interests
acquired by a Loan Party of any of its Subsidiaries in a Permitted Acquisition ; provided, that such Indebtedness (i) was
in existence prior to the date of such Permitted Acquisition, and (ii) was not incurred in connection with, or in contemplation
of, such Permitted Acquisition.




    


     


    


“Acquisition”
means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of
(or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger,
consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Equity Interests of any other
Person.


 


“Administrative
Borrower” has the meaning specified therefor in Section 17.13 of this Agreement.


 


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


 


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


 


“Affiliate”
means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person.
For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries,
of the power to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract,
or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under
common control with” have correlative meanings.


 


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


 


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


 


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


 


“Agent’s
Liens” means the Liens granted by each Loan Party or its Subsidiaries to Agent under the Loan Documents and securing
the Obligations.


 


“Agreement”
means this Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.


 


“Anti-Corruption
Laws” means the FCPA, the U.K. Bribery Act of 2010, as amended, and all other applicable laws and regulations or ordinances
concerning or relating to bribery or corruption in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates
is located or is doing business.


 


“Anti-Money
Laundering Laws” means the applicable laws or regulations in any jurisdiction in which any Loan Party or any of its
Subsidiaries or Affiliates is located or is doing business that relates to money laundering, any predicate crime to money laundering,
or any financial record keeping and reporting requirements related thereto.




    -2-


     


    


“Applicable
Margin” means, as of any date of determination and with respect to Base Rate Loans or LIBOR Rate Loans, as applicable,
the applicable margin set forth in the following table that corresponds to the Average Excess Availability of Borrowers for the
most recently completed month; provided, that for the period from the Closing Date through and including April 30, 2021,
the Applicable Margin shall be set at the margin in the row styled “Level I”; provided further, that
any time an Event of Default has occurred and is continuing, the Applicable Margin shall be set at the margin in the row styled
 “Level III”:


 


	Level
	Average
    Excess Availability
	Applicable
                                         Margin for Base Rate Loans (the “Revolving Loan Base Rate Margin”)
	Applicable
    Margin for LIBOR Rate Loans (the “Revolving Loan LIBOR Rate Margin”)

	I	Greater
    than two thirds of the Maximum Revolver Amount	0.25
    percentage points	1.25
    percentage points
	II	Greater
    than one third of the Maximum Revolver Amount but less than or equal to two thirds of the Maximum Revolver Amount	0.50
    percentage points	1.50
    percentage points
	III	Less
    than or equal to one third of the Maximum Revolver Amount	0.75
    percentage points	1.75
    percentage points


 


The
Applicable Margin shall be re-determined as of the first day of each month.


 


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


 


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


 


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


 


“Authorized
Person” means any one of the individuals identified as an officer of a Borrower on Schedule A-2 to this Agreement,
or any other individual identified by Administrative Borrower as an authorized person and authenticated through Agent’s
electronic platform or portal in accordance with its procedures for such authentication.




    -3-


     


    


“Availability”
means, as of any date of determination, the amount that Borrowers are entitled to borrow as Revolving Loans under Section 2.1
of this Agreement (after giving effect to the then outstanding Revolver Usage).


 


“Available
Excluded Contribution Amount” means, at any time (the “Available Excluded Contribution Reference Time”),
an amount equal to, without duplication, the aggregate amount of cash, together with the Fair Market Value of any Cash Equivalents,
marketable securities or other property received by any Loan Party or a Restricted Subsidiary (other than amounts received from
any Loan Party or any other Restricted Subsidiary) from contributions in respect of, or issuance of, Qualified Equity Interests
of the Borrowers or any Capital Stock of any Parent Entity, in each case during the period from and including the Business Day
immediately following the Closing Date through and including the Available Excluded Contribution Reference Time, and excluding
the aggregate amount of any Permitted Investments and Restricted Payments made by any Loan Party or its Restricted Subsidiaries
in reliance on the Available Excluded Contribution Amount.


 


“Available
Revolver Increase Amount” means, as of any date of determination, an amount equal to the result of (a) $15,000,000,
minus (b) the aggregate principal amount of Increases to the Revolver Commitments previously made pursuant to Section
2.14 of this Agreement.


 


“Average
Excess Availability” means, with respect to any period, the sum of the aggregate amount of Excess Availability for each
day in such period (as calculated by Agent as of the end of each respective day) divided by the number of days in such period.


 


“Average
Revolver Usage” means, with respect to any period, the sum of the aggregate amount of Revolver Usage for each day in
such period (calculated as of the end of each respective day) divided by the number of days in such period.


 


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


 


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


 


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


 


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


 


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




    -4-


     


    


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


 


“Bank
Product Provider” means any Lender or any of its Affiliates, including each of the foregoing in its capacity, if applicable,
as a Hedge Provider; provided, that no such Person (other than Wells Fargo or its Affiliates) shall constitute a Bank Product
Provider with respect to a Bank Product unless and until Agent receives a Bank Product Provider Agreement from such Person (a)
on or prior to the Closing Date (or such later date as Agent shall agree to in writing in its sole discretion) with respect to
Bank Products provided on or prior to the Closing Date, or (b) on or prior to the date that is 10 days after the provision of
such Bank Product to a Loan Party or its Subsidiaries (or such later date as Agent shall agree to in writing in its sole discretion)
with respect to Bank Products provided after the Closing Date; provided further, that if, at any time, a Lender ceases
to be a Lender under this Agreement (prior to the payment in full of the Obligations), then, from and after the date on which
it so ceases to be a Lender hereunder, neither it nor any of its Affiliates shall constitute Bank Product Providers and the obligations
with respect to Bank Products provided by such former Lender or any of its Affiliates shall no longer constitute Bank Product
Obligations.


 


“Bank
Product Provider Agreement” means an agreement in substantially the form attached hereto as Exhibit B-2 to this
Agreement, in form and substance satisfactory to Agent, duly executed by the applicable Bank Product Provider, the applicable
Loan Parties, and Agent.


 


“Bank
Product Reserves” means, as of any date of determination, those reserves that Agent deems necessary or appropriate to
establish (based upon the Bank Product Providers’ determination of the liabilities and obligations of each Loan Party and
its Subsidiaries in respect of Bank Product Obligations) in respect of Bank Products then provided or outstanding.


 


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


 


“Base
Rate” means the greatest of (a) the Federal Funds Rate plus 1⁄2%, (b) the LIBOR Rate (which rate
shall be calculated based upon an Interest Period of one month and shall be determined on a daily basis), plus one
percentage point, and (c) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San
Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s
base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated
for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications
as Wells Fargo may designate (and, if any such announced rate is below zero, then the rate determined pursuant to this clause
(c) shall be deemed to be zero).


 


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


 


“Base
Rate Margin” means the Revolving Loan Base Rate Margin, as applicable.




    -5-


     


    


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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




    -6-


     


    


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


 


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


 


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


 


“Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to the LIBOR Rate and solely to the extent that the LIBOR Rate has not been replaced with a Benchmark Replacement,
the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement
has replaced the LIBOR Rate for all purposes hereunder in accordance with Section 2.12(d)(iii) of this Agreement and (y)
ending at the time that a Benchmark Replacement has replaced the LIBOR Rate for all purposes hereunder pursuant to Section
2.12(d)(iii) of this Agreement.


 


“Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act),
such “person” will be deemed to have beneficial ownership of all securities that such “person” has the
right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding
meaning.


 


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


 


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


 


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


 


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




    -7-


     


    


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


 


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


 


“Borrowers”
means, collectively, CPI CG Inc., a Delaware corporation, and those additional entities that hereafter become parties hereto as
Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1; sometimes
individually referred to as a “Borrower”.


 


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


 


“Borrowing”
means a borrowing consisting of Revolving Loans made on the same day by the Lenders (or Agent on behalf thereof), or by Swing
Lender in the case of a Swing Loan, or by Agent in the case of an Extraordinary Advance.


 


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


 


(a)       (i)
85% of the amount of Eligible Accounts which are not Investment Grade Accounts, plus (ii) 90% of the amount of Eligible Accounts
which are Investment Grade Accounts, less the amount, if any, of the Dilution Reserve plus


 


(b)       (i)
the lesser of (A) the product of 70% multiplied by the value (calculated at the lower of cost or market on a basis consistent
with Borrowers’ historical accounting practices) of Eligible Finished Goods Inventory at such time, and (B) the product
of 85% multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal of Inventory, multiplied by
the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices)
of Eligible Finished Goods Inventory (such determination may be made as to different categories of Eligible Finished Goods Inventory
based upon the Net Recovery Percentage applicable to such categories) at such time, plus (ii) the lesser of (A)
the product of 70% multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’
historical accounting practices) of Eligible Work-In-Process Inventory at such time, and (B) the product of 85% multiplied by
the Net Recovery Percentage identified in the most recent Acceptable Appraisal of Inventory, multiplied by the value (calculated
at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible Work-In-Process
Inventory (such determination may be made as to different categories of Eligible Work-In-Process Inventory based upon the Net
Recovery Percentage applicable to such categories) at such time, plus (iii) the lesser of (A) the product of 70%
multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting
practices) of Eligible Raw Materials Inventory at such time, and (B) the product of 85% multiplied by the Net Recovery Percentage
identified in the most recent Acceptable Appraisal of Inventory, multiplied by the value (calculated at the lower of cost or market
on a basis consistent with Borrowers’ historical accounting practices) of Eligible Raw Materials Inventory (such determination
may be made as to different categories of Eligible Raw Materials Inventory based upon the Net Recovery Percentage applicable to
such categories) at such time, plus (iv) the least of (A) $2,500,000, (B) the product of 70% multiplied by the value
(calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible
In-Transit Inventory at such time, and (C) the product of 85% multiplied by the Net Recovery Percentage identified in the most
recent Acceptable Appraisal of Inventory, multiplied by the value (calculated at the lower of cost or market on a basis consistent
with Borrowers’ historical accounting practices) of Eligible In-Transit Inventory (such determination may be made as to
different categories of Eligible In-Transit Inventory based upon the Net Recovery Percentage applicable to such categories) at
such time, plus




    -8-


     


    


(c)       100%
of Eligible Cash, minus


 


(d)       the
aggregate amount of Reserves, if any, established by Agent from time to time under Section 2.1(c) of this Agreement;


 


provided,
however, that, (1) the aggregate amount of Eligible Inventory included in the Borrowing Base on any given date pursuant
to clauses (b) above shall not exceed 100% of the amount included in the Borrowing Base under clause (a) above as of such date,
and (2) the aggregate amount of Eligible Cash included in the Borrowing Base on any given date pursuant to clauses (c) above shall
not exceed 10% of the Maximum Revolver Amount.


 


“Borrowing
Base Certificate” means a certificate substantially in the form of Exhibit B-1 to this Agreement, which such
form of Borrowing Base Certificate may be amended, restated, supplemented or otherwise modified from time to time (including without
limitation, changes to the format thereof), as approved by Agent in Agent’s sole discretion.


 


“Business
Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in
the State of New York, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term “Business
Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.


 


“Capital
Expenditures” means, with respect to any Person for any period, the amount of all expenditures by such Person and its
Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures
are paid in cash or financed, but excluding, without duplication (a) expenditures made during such period in connection with the
replacement, substitution, or restoration of assets or properties permitted pursuant to Section 2.4(e) of this Agreement,
(b) with respect to the purchase price of assets that are purchased substantially contemporaneously with the trade-in of existing
assets during such period, the amount that the gross amount of such purchase price is reduced by the credit granted by the seller
of such assets for the assets being traded in at such time, and (c) expenditures made during such period to consummate one or
more Permitted Acquisitions.


 


“Capital
Lease” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; provided,
that, notwithstanding the foregoing or anything else herein to the contrary, in no event will any lease that would have been categorized
as an operating lease as determined in accordance with GAAP prior to giving effect to the Financial Accounting Standards Board
Accounting Standard Update 2016-02, Leases (Topic 842), issued in February 2016, or any other changes in GAAP subsequent to the
Closing Date be considered a capital lease for purposes of this definition.


 


“Capital
Stock” means: (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity,
any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the
case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests,
and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into
Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.




    -9-


     


    


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


 


“Captive
Insurance Subsidiary” means (a) any Subsidiary of any Operating Loan Party operating for the purpose of (i) insuring
the businesses, operations or properties owned or operated by Parent, an Operating Loan Party or any of their Subsidiaries, including
their future, present or former employee, director, officer, manager, contractor, consultant or advisor (or their respective Affiliates
or immediate family members), and related benefits and/or (ii) conducting any activities or business incidental thereto (it being
understood and agreed that activities which are relevant or appropriate to qualify as an insurance company for U.S. federal or
state tax purposes shall be considered “activities or business incidental thereto”) or (b) any Subsidiary of any such
insurance subsidiary operating for the same purpose described in clause (a) above.


 


“Cash
Dominion Event” means the occurrence of either of the following: (a) the occurrence and continuance of any Event of
Default, or (b) any date on which Excess Availability is less than 10% of the Maximum Revolver Amount.


 


“Cash
Dominion Period” means any period commencing after the occurrence of an Cash Dominion Event and continuing until the
date when (a) no Event of Default shall exist and be continuing, and (b) Excess Availability is greater than 10% of the Maximum
Revolver Amount for 30 consecutive days.


 


“Cash
Equivalents” means:


 


(a)       United
States dollars;


 


(b)       securities,
including readily marketable obligations, issued or directly and fully guaranteed or insured by the United States of America or
any agency or instrumentality of the United States of America (provided, that the full faith and credit of the United States
of America is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;


 


(c)       certificates
of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, money market or demand
deposit accounts, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case,
with any Lender or with any nationally or state chartered commercial bank or any branch or agency of a foreign bank licensed to
conduct business in the United States having combined capital and surplus of not less than $250,000,000;


 


(d)       repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clauses (b) and (c) above
entered into with any financial institution meeting the qualifications specified in clause (c) above;


 


(e)       short-term
commercial paper having a rating of P-1 (or higher) from Moody’s Investors Service, Inc. (“Moody’s”)
or A-1 (or higher) from Standard & Poor’s Rating Group (“S&P”) and, in each case, maturing within
12 months after the date of acquisition;




    -10-


     


    


(f)       marketable
short-term money market and similar securities having a rating of at least P-1 from Moody’s or A-1 from S&P and, in
each case, maturing within 12 months after the date of creation thereof;


 


(g)       readily
marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision
or taxing authority thereof having one of the two highest ratings obtainable from either Moody’s or S&P (or, if at any
time neither Moody’s nor S&P is rating such obligations, reasonably equivalent ratings of another internationally recognized
ratings agency) with maturities of 24 months or less from the date of acquisition;


 


(h)       (i)
euro, or any national currency of any participating member of the EMU or any national currency of the United Kingdom or Canada,
or (ii) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to
time in the ordinary course of business;


 


(i)       investment
funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (h) of this
definition; and


 


(j)       in
the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit
quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes.


 


Notwithstanding
the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a) and
(h) above; provided, that such amounts are converted into any currency listed in clauses (a) and (h) as promptly as practicable
and in any event within ten Business Days following the receipt of such amounts.


 


In
addition, in the case of Investments by any Captive Insurance Subsidiary, Cash Equivalents shall also include (i) such Investments
with average maturities of 12 months or less from the date of acquisition in issuers rated BBB- (or the equivalent thereof) or
better by S&P or Baa3 (or the equivalent thereof) or better by Moody’s, in each case at the time of such Investment
and (ii) any Investment with a maturity of more than 12 months that would otherwise constitute Cash Equivalents of the kind described
in any of clauses of this definition above or clause (i) in this paragraph, if the maturity of such Investment was 12 months or
less; provided, that the effective maturity of such Investment does not exceed 15 years. For the avoidance of doubt, any
items identified as Cash Equivalents under this definition will be deemed to be Cash Equivalents for all purposes hereunder regardless
of the treatment of such items under GAAP.


 


“Cash
Management Obligations” means obligations in respect of any Cash Management Services, including, without limitation,
(a) any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements, electronic fund transfer,
treasury services and cash management services, including controlled disbursement services, working capital lines, lines of credit,
overdraft facilities, foreign exchange facilities, trade finance services, deposit and other accounts and merchant services, or
other cash management arrangements or any automated clearing house arrangements, (b) other obligations in respect of netting or
setting off arrangements, credit, debit or purchase card programs, stored value card and similar arrangements, and (c) obligations
in respect of any other services related, ancillary or complementary to the foregoing (including any overdraft and related liabilities
arising from treasury, depository, cash pooling arrangements and cash management services, corporate credit and purchasing cards
and related programs or any automated clearing house transfers of funds).




    -11-


     


    


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


 


“CFC”
means a controlled foreign corporation (as that term is defined in the IRC) in which any Loan Party is a “United States
shareholder” within the meaning of Section 951(b) of the IRC.


 


“Change
in Law” means the occurrence after the date of this Agreement of: (a) the adoption or effectiveness of any law, rule,
regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty
or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation,
guideline or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive,
whether or not having the force of law; provided, that notwithstanding anything in this Agreement to the contrary, (i)
the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or
issued in connection therewith, and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority)
or the United States or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law,”
regardless of the date enacted, adopted or issued.


 


“Change
of Control” means the occurrence of any of the following:


 


(a)         the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the properties or assets of Parent and its Subsidiaries,
taken as a whole, to any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the
Exchange Act, respectively) other than to one or more Permitted Holders,


 


(b)         the adoption of a plan relating to the liquidation or dissolution of Parent,


 


(c)         the consummation of any transaction (including, without limitation, any merger, amalgamation or consolidation), the result of
which is that any “person” or “group” (as defined above), other than one or more Permitted Holders, becomes
the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Parent, measured by voting power rather
than number of shares; provided that (i) if any “person” or “group” includes one or more Permitted
Holders, the issued and outstanding Equity Interests of a Parent Entity, the Borrowers, directly or indirectly owned by the Permitted
Holders that are part of such “person” or “group” shall not be treated as being owned by such “person”
or “group” for purposes of determining whether clause (3) of this definition is triggered, and (ii) a “person”
or “group” shall not be deemed to beneficially own the Equity Interests of another Person as a result of its ownership
of Equity Interests or other securities of such other Person’s parent (or related contractual rights) unless it owns 50.0%
or more of the total voting power of the Equity Interests entitled to vote for the election of directors of such other Person’s
parent having a majority of the aggregate votes on the board of directors of such other Person’s parent,


 


(d)         Parent fails to own and control, directly or indirectly, 100% of the Equity Interests of each other Loan Party, except where such
failure is as a result of a transaction permitted by this Agreement, or




    -12-


     


    


(e)         the occurrence of any “Change of Control” as defined in Senior Secured Notes Documents.


 


Notwithstanding
the foregoing, a transaction will not be deemed to involve a Change of Control solely as a result of CPI CG becoming a direct
or indirect wholly owned subsidiary of a holding company if (A) the direct or indirect holders of the Voting Stock of such holding
company or any ultimate parent holding company immediately following that transaction are substantially the same as the holders
immediately prior to that transaction or (B) immediately following that transaction no “person” or “group”
(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), excluding (1) a holding company satisfying the requirements
of this sentence and (2) one or more Permitted Holders is the Beneficial Owner, directly or indirectly, of Voting Stock representing
50% or more of the voting power of the Voting Stock of such holding company. For purposes of this definition, (x) no Change of
Control shall be deemed to have occurred solely as a result of a merger or consolidation between or among any Borrower and any
Guarantor or the transfer of assets between or among any Borrower and any Guarantor and (y) a Person shall not be deemed to have
beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation
of the transactions contemplated by such agreement.


 


“Closing
Date” means the date of the making of the initial Revolving Loan (or other extension of credit) under this Agreement.


 


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


 


“Collateral”
means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by any Loan Party or its Subsidiaries
in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents (and excluding,
for the avoidance of doubt, the Excluded Assets (as defined in the Guaranty and Security Agreement)).


 


“Collateral
Access Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman,
processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in any Loan Party’s
or its Subsidiaries’ books and records, Equipment, or Inventory, in each case, in form and substance reasonably satisfactory
to Agent.


 


“Collections”
means, all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, cash proceeds of asset
sales, rental proceeds and tax refunds).


 


“Commitment”
means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver Commitments, as
the context requires, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading
on Schedule C-1 to this Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender under
this Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with
the provisions of Section 13.1 of this Agreement.


 


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


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit C-1 to this Agreement delivered by the
chief financial officer or treasurer of Administrative Borrower to Agent.




    -13-


     


    


“Consolidated
Net Income” means, for any period, the aggregate of the net income of the Parent and its Restricted Subsidiaries for
such period, on a consolidated basis, determined in accordance with GAAP; provided, that, without duplication:


 


(1)       the
Net Income (or loss) of any Person that is not the Parent or a Restricted Subsidiary of the Parent or that is accounted for by
the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in
cash to Parent or a Restricted Subsidiary of the Parent (or, in the case of loss, only to the extent funded from the Parent or
a Restricted Subsidiary of the Parent or);


 


(2)       [reserved];


 


(3)       the
cumulative effect of a change in accounting principles will be excluded;


 


(4)       any
gain or loss from any Disposition other than a Permitted Disposition or extinguishment or repayment of Indebtedness by the Parent
or a Restricted Subsidiary of the Parent during such period will be excluded;


 


(5)       any
fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the consummation
of any acquisition, merger, recapitalization, investment, asset disposition, issuance or repayment of debt, issuance of equity
securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such
transaction consummated prior to the Closing Date, and any such transaction undertaken but not completed) and any charges or non-recurring
costs incurred during such period as a result of any such transaction, will be excluded;


 


(6)       any
unusual, infrequent or extraordinary non-cash loss or charge and any restructuring charges or reserves will be excluded;


 


(7)       non-cash
expenses or charges arising from the grant, issuance or repricing of stock, stock options or other equity-based awards or any
amendment, modification, substitution or change of any stock, stock options or other equity-based awards will be excluded;


 


(8)       the
non-cash portion of “straight-line” rent expense will be excluded;


 


(9)       the
net unrealized gains and losses with respect to Hedge Obligations will be excluded;


 


(10)     any
effect of any purchase accounting adjustments in connection with any Permitted Acquisition, Investment or disposition and the
amortization or write-off of any amounts in respect thereof, will be excluded;


 


(11)     any
impairment charge (including any charge relating to the impairment of goodwill and other assets) and asset write-off and/or write-down
and the amortization of intangibles (including software and goodwill) will be excluded;


 


(12)     any
realized or unrealized foreign currency exchange net gain or loss (including any currency re-measurement of Indebtedness, any
net gain or loss resulting from hedge agreements for currency exchange risk associated with the foregoing or any other currency
related risk and any gain or loss resulting from intercompany Indebtedness) will be excluded;




    -14-


     


    


(13)     [reserved];
and


 


(14)     any
unusual or extraordinary state net sales tax liability expense, including any interest thereon will be excluded.


 


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


 


“Contingent
Surviving Obligations” has the meaning specified therefor in Section 3.4 of this Agreement.


 


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


 


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


 


“Covenant
Testing Period” means a period (a) commencing on the last day of the fiscal quarter of Loan Parties most recently
ended prior to the occurrence of a Covenant Trigger Event for which Borrowers are required to deliver to Agent quarterly or annual
financial statements pursuant to Schedule 5.1 to this Agreement, and (b) continuing through and including the first day
after the occurrence of such Covenant Trigger Event that Excess Availability has equaled or exceeded 10% of the Maximum Revolver
Amount for 30 consecutive days.


 


“Covenant
Trigger Event” means at any date on which Excess Availability is less than 10% of the Maximum Revolver Amount.


 


“Covered
Entity” means any of the following:


 


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


 


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


 


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


 


“Covered
Party” has the meaning specified therefor in Section 17.15 of this Agreement.


 


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


 


“Customs
Brokers” means the persons listed on Schedule C-2 hereto or such other person or persons as may be selected by
Administrative Borrower after the date hereof and after written notice by Administrative Borrower to Agent who are reasonably
acceptable to Agent to handle the receipt of Inventory within the United States or to clear Inventory through the Bureau of Customs
and Border Protection or other domestic or foreign export control authorities or otherwise perform port of entry services to process
Inventory imported by a Borrower or a Designated Subsidiary Guarantor from outside the United States (such persons sometimes being
referred to herein individually as a “Customs Broker”); provided, that as to each such person, (a) Agent
shall have received a customs broker agreement by such person in favor of Agent (in form and substance satisfactory to Agent)
duly authorized, executed and delivered by such person, (b) such agreement shall be in full force and effect, and (c) such person
shall be in compliance in all material respects with the terms thereof.




    -15-


     


    


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


 


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


 


“Defaulting
Lender” means any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of
the date such Loans were required to be funded hereunder unless such Lender notifies Agent and Administrative Borrower in writing
that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of
which conditions precedent, together with any applicable Default or Event of Default, shall be specifically identified in such
writing) has not been satisfied, or (ii) pay to Agent, Issuing Bank, or any other Lender any other amount required to be paid
by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due,
(b) has notified any Borrower, Agent or Issuing Bank in writing that it does not intend to comply with its funding obligations
hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s
obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition
precedent to funding (which condition precedent, together with any applicable Default or Event of Default, shall be specifically
identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written
request by Agent or Administrative Borrower, to confirm in writing to Agent and Administrative Borrower that it will comply with
its prospective funding obligations hereunder (provided, that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by Agent and Administrative Borrower), or (d) has, or has a direct
or indirect parent company that has, (i) become the subject of any Insolvency Proceeding, (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory
authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided, that a Lender shall not
be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or
indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such
Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of
attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Lender. Any determination by Agent that a Lender is a Defaulting Lender under any one or
more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to
be a Defaulting Lender upon delivery of written notice of such determination to Administrative Borrower, Issuing Bank, and each
Lender.


 


“Defaulting
Lender Rate” means (a) for the first three days from and after the date the relevant payment is due, the Base Rate,
and (b) thereafter, the interest rate then applicable to Revolving Loans that are Base Rate Loans (inclusive of the Base Rate
Margin applicable thereto).


 


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




    -16-


     


    


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


 


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


 


“Designated
Non-cash Consideration” means the Fair Market Value of non-cash consideration received by a Loan Party or any of its
Restricted Subsidiaries in connection with a Disposition that is so designated as Designated Non-Cash Consideration, less the
amount of cash or Cash Equivalents received in connection with a subsequent sale of or conversion of or collection on such Designated
Non-cash Consideration.


 


“Designated
Subsidiary Guarantors” means, individually and collectively, CPI HOLDING CO., a Colorado corporation, CPI CARD GROUP
 – INDIANA, INC., an Indiana corporation, CPI CARD GROUP – TENNESSEE, INC., a Tennessee corporation (or any successor
entity thereto by merger completed in compliance with Section 6.3), CPI CARD GROUP – MINNESOTA, INC., a Delaware
corporation, CPI CARD GROUP – COLORADO, INC., a Colorado corporation, and such other Guarantors listed on Schedule D-2
to this Agreement, as such schedule may be updated from time to time by the Administrative Borrower (it being understood and
agreed that any Accounts and/or Inventory of a Guarantor hereafter added by the Administrative Borrower shall not be eligible
until the completion of a field examination and/or appraisal, and confirmation of such Accounts and Inventory (as applicable),
satisfactory to the Agent in its Permitted Discretion)


 


“Dilution”
means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the
result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive
items with respect to Borrowers’ Accounts during such period, by (b) Borrowers’ billings with respect to Accounts
during such period.


 


“Dilution
Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts
by the extent to which Dilution is in excess of 5%.


 


“Disbursement
Letter” means that certain letter dated as of the date hereof from Parent and CPI CG to the Agent setting forth the
details of the requested Closing Date disbursements.


 


“Disposition”
means (1) the sale, lease, conveyance or other disposition of any assets or rights, other than sales of Inventory and Equipment
in the ordinary course of business; or (2) the issuance of Equity Interests in any of the Operating Loan Parties’ Restricted
Subsidiaries or the sale by any Operating Loan Parties and their Restricted Subsidiaries of Equity Interests in any of their Restricted
Subsidiaries.


 


“Disqualified
Institution” means, on any date, (a) any Person designated by Administrative Borrower as a “Disqualified Institution”
by written notice delivered to Agent prior to the date hereof, and (b) those Persons who are direct competitors of the Borrowers
identified in writing by Administrative Borrower to Agent from time to time, subject to the written consent of Agent (which consent
shall not be unreasonably withheld); provided, that “Disqualified Institutions” shall exclude any Person that
Administrative Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered
to Agent from time to time; provided, further, that in connection with any assignment or participation, the Assignee
or Participant with respect to such proposed assignment or participation that is an investment bank, a commercial bank, a finance
company, a fund, or other Person which merely has an economic interest in any such direct competitor, and is not itself such a
direct competitor of Borrowers or its Subsidiaries, shall not be deemed to be a Disqualified Institution for the purposes of this
definition.




    -17-


     


    


“Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or
for which it is puttable or exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening
of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the Maturity Date. Notwithstanding
the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock
have the right to require any issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale
will not constitute Disqualified Stock if the terms of such Capital Stock provide that the issuer may not repurchase or redeem
any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 6.7. The
amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that
the Borrowers and their Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory
redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.


 


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


 


“Domestic
Subsidiary” means any Subsidiary of any Loan Party that is not a Foreign Subsidiary.


 


“Drawing
Document” means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit,
including by electronic transmission such as SWIFT, electronic mail, facsimile or computer generated communication.


 


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


 


(a)(i)
a determination by Agent or (ii) a notification by the Required Lenders to Agent (with a copy to Administrative Borrower) that
the Required Lenders have determined that United States dollar-denominated syndicated credit facilities being executed at such
time, or that include language similar to that contained in Section 2.12(d)(iii) are being executed or amended, as applicable,
to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate, and


 


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


 


“Earn-Outs”
means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase
Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or
similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like)
of the target of such Permitted Acquisition.




    -18-


     


    


“EBITDA”
means, with respect to any fiscal period and with respect to Parent and its Restricted Subsidiaries determined, in each case,
on a consolidated basis in accordance with GAAP: (a) the Consolidated Net Income for such period, plus (b) without duplication,
to the extent deducted in computing Consolidated Net Income for such period:


 


(1)       expense
and provision for taxes, paid or accrued, based on, or by reference to income or profits paid or accrued during such period;


 


(2)       Interest
Expense during such period (including losses on Hedge Obligations or any other derivative instruments including those entered
into for the purpose of hedging interest rate risk, net of gains on such Hedge Obligations or other derivative instruments, to
the extent included in Interest Expense);


 


(3)       depreciation,
amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior
period) and other non-cash expenses (including non-cash impairment charges but excluding any such non-cash expense to the extent
that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that
was paid in a prior period, but including, for the avoidance of doubt, non-cash compensation expenses incurred in connection with
any issuance of Equity Interests to or repurchase of Equity Interests from a current or former officer, director or employee of
the Parent or any of its Restricted Subsidiaries and non-cash restructuring charges or reserves) for such period;


 


(4)       transaction
fees, charges and other amounts related to the Transactions or any Permitted Investment, in each case to the extent paid within
six months of the closing of the Transactions or such Permitted Investment, as applicable;


 


(5)       (i)
extraordinary, non-cash non-recurring or unusual losses for such period, and (ii) extraordinary, non-recurring or unusual cash
losses for such period, provided, that, for such applicable period, the aggregate amount permitted under this clause (ii)
shall not exceed $3,000,000;


 


(6)       the
amount of pro forma “run rate” cost savings, operating expense reductions, operating improvements and synergies resulting
from any acquisition, Investments, dispositions or any cost savings initiative or other restructuring initiative and projected
by a responsible financial or accounting officer in good faith to be reasonably anticipated to be realizable within 18 months
after the Closing Date or the date of such transaction or event, as the case may be; provided, that, in each such case,
such cost savings, operating expense reductions operating improvements and synergies (i) shall be limited to those that are factually
supportable and reasonably identifiable in the good faith judgment of a responsible financial or accounting officer, (ii) shall
be calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and
synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating
improvements and synergies were realized during the entirety of such period relating to such specified transaction, net of the
amount of actual benefits realized during such period from such actions and (iii) shall not exceed an aggregate amount for any
such period equal to 10% of Consolidated EBITDA for such period (prior to giving effect to this clause (6));


 


(7)       expenses
deducted in determination of Consolidated Net Income during such period and covered by indemnification or purchase price adjustments
in connection with any acquisition permitted under the Senior Secured Notes Documents or any joint venture not prohibited under
the Senior Secured Notes Documents, in each case to the extent actually received in cash during such period or will be received
in cash within 365 days of the end of such period;




    -19-


     


    


(8)       any
charge that is actually reimbursed or reimbursable by one or more third parties pursuant to indemnification or reimbursement provisions
or similar agreements or insurance; provided, that the relevant Person in good faith expects to receive reimbursement for
such fee, cost, expense or reserve within the next four fiscal quarters (it being understood that to the extent any reimbursement
amount is not actually received within such fiscal quarters, such reimbursement amount shall be deducted in calculating EBITDA
for such fiscal quarters);


 


(9)       losses
on early extinguishment of Indebtedness or Hedge Obligations for such period;


 


(10)     expenses
with respect to casualty events and charges, losses or expenses to the extent indemnified, insured, reimbursed or reimbursable
or otherwise covered by a third party during such period;


 


(11)     the
portion of any loss on any sale or disposition of fixed assets attributable to the net book value of such assets;


 


(12)     (x)
any non-cash charge incurred as a result of, in connection with or pursuant to any management equity plan, profits interest or
stock option plan or any other management or employee benefit plan or agreement (including any 401K plan), any pension plan (including
any post-employment benefit scheme to which the relevant pension trustee has agreed), any stock subscription or shareholder agreement,
any employee benefit trust, any employee benefit scheme or any similar equity plan or agreement (including any deferred compensation
arrangement), and (y) any charge incurred in connection with the rollover, acceleration or payout of Capital Stock held by
management of such Person (or any Parent Entity), in each case under this clause (y), to the extent that any cash charge
is funded with a capital contribution or the net proceeds of a sale or issuance of Qualified Capital Stock of such Person (or
any Parent Entity) contributed to such Person;


 


(13)     the
amount of any non-cash expense or deduction associated with any Restricted Subsidiary that is attributable to any non-controlling
interest and/or minority interest of any third party;


 


(14)     to
the extent not otherwise included in the determination of Consolidated Net Income for such period, the amount of any proceeds
of any business interruption insurance policy received during such period in an amount representing the earnings for the applicable
period that such proceeds are intended to replace whether or not then received; provided the relevant Person in good faith expects
to receive such amount within the next four fiscal quarters (it being understood that, to the extent any such amount is not actually
received within such fiscal quarters, such amount shall be deducted in calculating EBITDA for such fiscal quarters);


 


(15)     to
the extent not included in Consolidated Net Income for such period, cash actually received (or any netting arrangement resulting
in reduced cash expenditures) during such period, so long as the non-cash gain relating to the relevant cash receipt or netting
arrangement was deducted in the calculation of EBITDA for any previous period and not added back;


 


(16)     any
amount which, in the determination of Consolidated Net Income for such period, has been included for any non-cash income or non-cash
gain, all as determined in accordance with GAAP (provided, that if any non-cash income or non-cash gain represents an accrual
or deferred income in respect of potential cash items in any future period, such Person may determine not to deduct the relevant
non-cash gain or income in the then-current period);  




    -20-


     


    


(17)     lost
earnings due to, directly or indirectly, the impact of COVID-19 not to exceed 10% of EBITDA after giving effect to the addback
permitted by this clause; provided, that (i) such lost earnings are reasonably identifiable and factually supportable,
and (ii) no lost earnings shall be added pursuant to this clause to the extent duplicative of any expenses or charges relating
to such lost earnings that are included in any other clause of this definition of “EBITDA”;


 


(18)     tax
expense based on income, profits or capital, including federal, foreign, state, franchise and similar taxes (and for the avoidance
of doubt, specifically excluding any sales taxes or any other taxes held in trust for a Governmental Authority); and


 


(19)     any
charges, fees or costs in relation to any long-term incentive plan and any interest component of pension or postretirement benefits
schemes;


 


less
(c) the sum of the following, without duplication, to the extent included in determining Consolidated Net Income for such
period:


 


(1)       non-cash
extraordinary or unusual gains or non-cash items increasing such Consolidated Net Income, excluding other items in the ordinary
course of business, such as the accrual of revenue and the amortization of deferred revenue, in each case, on a consolidated basis
and determined in accordance with GAAP; and


 


(2)       the
portion of any gain on any sale or disposition of fixed assets attributable to the net book value of such assets.


 


Notwithstanding
the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash
expenses of, a Restricted Subsidiary (other than a Guarantor) will be added to Consolidated Net Income to compute EBITDA only
to the extent that a corresponding amount would be permitted at the date of determination to be dividended to a Loan Party by
such Restricted Subsidiary (other than a Guarantor) without prior governmental approval (that has not been obtained), and without
direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.


 


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


 


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


 


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




    -21-


     


    


“Eligible
Accounts” means those Accounts created by a Borrower or a Designated Subsidiary Guarantor in the ordinary course of
its business, that arise out of such Borrower’s or Designated Subsidiary Guarantor’s sale of goods or rendition of
services, that comply with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents,
and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that
such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion (in each case, to address to differences
in the results of the most recent field examination performed by the Agent after the Closing Date); and provided, further,
that any change of criteria that results in a change in Eligible Accounts (as included in the Borrowing Base) of five percent
(5%) or more shall be discussed with the Borrowers and implemented, in good faith, after notice to Borrowers. In determining the
amount to be included, Eligible Accounts shall be calculated net of customer deposits, unapplied cash, taxes, finance charges,
service charges, discounts, credits, allowances, and rebates. Eligible Accounts shall not include the following:


 


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


 


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


 


(c)          [reserved],


 


(d)          Accounts with respect to which the Account Debtor is an Affiliate of any Borrowers or any Designated Subsidiary Guarantors or
an employee or agent of any Borrower, any Designated Subsidiary Guarantor or any Affiliate of any Borrower or any Designated Subsidiary
Guarantor,


 


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


 


(f)           Accounts that are not payable in Dollars,


 


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


 


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


 


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




    -22-


     


    

(j)           Accounts owing by (i) an Account Debtor (other than Specified Client A and Specified Client B) whose total obligations owing to
Borrowers or Designated Subsidiary Guarantors exceed 15% of the aggregate amount of all Eligible Accounts (such percentage, as
applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness
of such Account Debtor deteriorates), to the extent of the obligations owing by such Account Debtor in excess of such percentage;
(ii) Specified Client A whose total obligations owing to Borrowers or Designated Subsidiary Guarantors exceed 25% of the aggregate
amount of all Eligible Accounts (such percentage being subject to reduction by Agent in its Permitted Discretion if the creditworthiness
of such Account Debtor deteriorates), to the extent of the obligations owing by Specified Client A in excess of such percentage;
or (iii) Specified Client B whose total obligations owing to Borrowers or Designated Subsidiary Guarantors exceed 20% of the aggregate
amount of all Eligible Accounts (such percentage being subject to reduction by Agent in its Permitted Discretion if the creditworthiness
of such Account Debtor deteriorates), to the extent of the obligations owing by Specified Client B in excess of such percentage;
provided, that, in each case of the foregoing clauses (i) through (iii), the amount of Eligible Accounts that are excluded
because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior
to giving effect to any eliminations based upon the foregoing concentration limits,


 


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


 


(l)           Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful, including by reason of the Account
Debtor’s financial condition,


 


(m)         Accounts that are not subject to a valid and perfected first priority Agent’s Lien,


 


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


 


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


 


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


 


(q)          Accounts owned by a target acquired in connection with a Permitted Acquisition or Permitted Investment, or Accounts owned by a
Person that is joined to this Agreement as a Borrower or a Designated Subsidiary Guarantor pursuant to the provisions of this
Agreement, until the completion of a field examination with respect to such Accounts, in each case, reasonably satisfactory to
Agent in its Permitted Discretion (which field examination may be conducted prior to the closing of such Permitted Acquisition,
Permitted Investment or joinder).


 


“Eligible
Cash” means, as of any date of determination, the amount of cash of the Operating Loan Parties in a Deposit Account
or Securities Account maintained in the United States with Agent, which Deposit Account or Securities Account is subject to a
Control Agreement in favor of Agent and which is subject to the first priority Lien of Agent.




    -23-


     


    


“Eligible
Cash Reserve” means, as of any date of determination, a reserve that Agent deems necessary or appropriate, in its Permitted
Discretion, to reflect the amount by which the amount of Eligible Cash reflected in the most recent Borrowing Base Certificate
exceeds the amount of Eligible Cash as of the date of such determination.


 


“Eligible
Finished Goods Inventory” means Inventory that qualifies as Eligible Inventory and consists of first quality finished
goods held for sale in the ordinary course of Borrowers’ and the Designated Subsidiary Guarantors’ business.


 


“Eligible
In-Transit Inventory” means those items of Inventory that do not qualify as Eligible Inventory solely because they are
not in a location set forth on Schedule 4.25 to this Agreement (as such Schedule 4.25 has been amended from time
to time in accordance with Section 5.14) or in transit among such locations and a Borrower or a Designated Subsidiary Guarantor
does not have actual and exclusive possession thereof, but as to which,


 


(a)          such Inventory currently is in transit (whether by vessel, air, or land) from a location outside of the continental United States
to a location set forth on Schedule 4.25 to this Agreement (as such Schedule 4.25 has been amended from time to
time in accordance with Section 5.14),


 


(b)          title to such Inventory has passed to a Borrower or a Designated Subsidiary Guarantor and Agent shall have received such evidence
thereof as it may from time to time require in its Permitted Discretion,


 


(c)          such Inventory is insured against types of loss, damage, hazards, and risks, and in amounts, reasonably satisfactory to Agent
in its Permitted Discretion, and Agent shall have received a copy of the certificate of insurance in connection therewith in which
it has been named as an additional insured and loss payee in a manner acceptable to Agent in its Permitted Discretion,


 


(d)          unless Agent otherwise agrees in writing, such Inventory either:


 


(i)            is the subject of a negotiable bill of lading (or other negotiable document of title) governed by the laws of a state within the
United States (A) that is consigned to Agent or one of its Customs Brokers (either directly or by means of endorsements), (B)
that was issued by the carrier (including a non-vessel operating common carrier) in possession of the Inventory that is subject
to such bill of lading (or other negotiable document of title), and (C) that either is in the possession of Agent or a Customs
Broker (in each case in the continental United States), or


 


(ii)           is the subject of a negotiable forwarder’s cargo receipt governed by the laws of a state within the United States and is
not the subject of a bill of lading (or other negotiable document of title) (other than a negotiable bill of lading (or other
negotiable document of title) consigned to, and in the possession of, a consolidator or Agent, or their respective agents) and
such negotiable cargo receipt on its face indicates the name of the Customs Broker as a carrier or multimodal transport operator
and has been signed or otherwise authenticated by it in such capacity or as a named agent for or on behalf of the carrier or multimodal
transport operator, in any case respecting such Inventory (A) consigned to Agent or one of its Customs Brokers that is handling
the importing, shipping and delivery of such Inventory (either directly or by means of endorsements), (B) that was issued by a
consolidator respecting the subject Inventory, and (C) that is in the possession of Agent or a Customs Broker (in each case in
the continental United States),




    -24-


     


    


(e)          such Inventory is in the possession of a common carrier (including on behalf of any non-vessel operating common carrier) that
has issued the bill of lading or other document of title with respect thereto or the Customs Broker handling the importing, shipping
and delivery of such Inventory,


 


(f)           the documents of title related thereto are subject to the valid and perfected first priority Lien of Agent,


 


(g)          Agent determines that such Inventory is not subject to (i) any Person’s right of reclamation, repudiation, stoppage in transit
or diversion or (ii) any other right or claim of any other Person which is (or is capable of being) senior to, or pari passu with,
the Lien of Agent or Agent determines that any Person’s right or claim impairs, or interferes with, directly or indirectly,
the ability of Agent to realize on, or reduces the amount that Agent may realize from the sale or other disposition of such Inventory,


 


(h)          Administrative Borrower has provided (i) a certificate to Agent that certifies that, to the best knowledge of such Borrower, such
Inventory meets all of a Borrower’s or Designated Subsidiary Guarantor’s representations and warranties contained
in the Loan Documents concerning Eligible In-Transit Inventory, and, if such Inventory is in transit to the continental United
States, that it knows of no reason why such Inventory would not be accepted by such Borrower or Designated Subsidiary Guarantor
when it arrives in the continental United States and that the shipment as evidenced by the documents conforms to the related order
documents, and (ii) upon Agent’s request, a copy of the invoice, packing slip and manifest with respect thereto, or


 


(i)           such Inventory shall not have been in transit
for more than thirty (30) days.


 


“Eligible
Inventory” means Inventory of a Borrower or a Designated Subsidiary Guarantor, that complies with each of the representations
and warranties respecting Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one
or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent
in Agent’s Permitted Discretion to address the results of any information with respect to the Borrowers’ and the Designated
Subsidiary Guarantors’ business or assets of which Agent becomes aware after the Closing Date (in each case, to address
differences in the results of the most recent field examination performed by the Agent after the Closing Date); and provided,
further, that any change of criteria that results in a change in Eligible Inventory (as included in the Borrowing Base) of five
percent (5%) or more shall be discussed with the Borrowers and implemented, in good faith, after notice to Borrowers. In determining
the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with Borrowers’
or a Designated Subsidiary Guarantor’s historical accounting practices. An item of Inventory shall not be included in Eligible
Inventory if:


 


(a)          a Borrower or a Designated Subsidiary Guarantor does not have good, valid, and marketable title thereto,


 


(b)          a Borrower or a Designated Subsidiary Guarantor does not have actual and exclusive possession thereof (either directly or through
a bailee or agent of a Borrower or a Designated Subsidiary Guarantor),


 


(c)          it is not located at one of the locations in the continental United States set forth on Schedule 4.25 to this Agreement
(as such Schedule 4.25 has been amended from time to time in accordance with Section 5.14) (or in-transit from one
such location to another such location or is physically located in the continental United States and is in transit to one such
location in the continental United States),




    -25-


     


    


(d)          it is in-transit to or from a location of a Borrower or a Designated Subsidiary Guarantor (other than in-transit from one location
set forth on Schedule 4.25 to this Agreement to another location set forth on Schedule 4.25 to this Agreement (as
such Schedule 4.25 has been amended from time to time in accordance with Section 5.14) or is physically located
in the continental United States and is in transit to a location set forth on Schedule 4.25 to this Agreement (as such
Schedule 4.25 has been amended from time to time in accordance with Section 5.14)),


 


(e)          it is located on real property leased by a Borrower or a Designated Subsidiary Guarantor or in a contract warehouse or with a
bailee, in each case, unless either (i) it is subject to a Collateral Access Agreement executed by the lessor or warehouseman,
as the case may be, and it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises,
or (ii) Agent has established a Landlord Reserve with respect to such location,


 


(f)           it is the subject of a bill of lading or other document of title,


 


(g)          it is not subject to a valid and perfected first priority Agent’s Lien,


 


(h)          it consists of goods returned or rejected by a Borrower’s or a Designated Subsidiary Guarantor’s customer,


 


(i)           it consists of goods that are obsolete, slow moving, spoiled or are otherwise past the stated expiration, “sell-by”
or “use by” date applicable thereto, or goods that constitute spare parts, packaging and shipping materials, supplies
used or consumed in Borrowers’ or a Designated Subsidiary Guarantor’s business, bill and hold goods, defective goods,
 “seconds,” or Inventory acquired on consignment,


 


(j)           it is subject to third party intellectual property, licensing or other proprietary rights, unless Agent is satisfied that such
Inventory can be freely sold by Agent on and after the occurrence of an Event of a Default despite such third party rights,


 


(k)          it is stored at locations holding less than $100,000 of the aggregate value of such Borrower’s Inventory, or


 


(l)           it was acquired in connection with a Permitted Acquisition or Permitted Investment, or such Inventory is owned by a Person that
is joined to this Agreement as a Borrower or a Designated Subsidiary Guarantor pursuant to the provisions of this Agreement, until
the completion of an Acceptable Appraisal of such Inventory and the completion of a field examination with respect to such Inventory
that is satisfactory to Agent in its Permitted Discretion.


 


“Eligible
Raw Material Inventory” means Inventory that qualifies as Eligible Inventory and consists of goods that are first quality
raw materials.


 


“Eligible
Work-in-Process Inventory” means Inventory that qualifies as Eligible Inventory and consists of goods that are first
quality work-in-process.


 


“Eligible
Transferee” means (a) any Lender (other than a Defaulting Lender), any Affiliate of any Lender and any Related Fund
of any Lender; (b) (i) a commercial bank organized under the laws of the United States or any state thereof, and having total
assets in excess of $1,000,000,000; (ii) a savings and loan association or savings bank organized under the laws of the United
States or any state thereof, and having total assets in excess of $1,000,000,000; (iii) a commercial bank organized under the
laws of any other country or a political subdivision thereof; provided, that (A) (x) such bank is acting through a branch
or agency located in the United States, or (y) such bank is organized under the laws of a country that is a member of the Organization
for Economic Cooperation and Development or a political subdivision of such country, and (B) such bank has total assets in excess
of $1,000,000,000; (c) any other entity (other than a natural person) that is an “accredited investor” (as defined
in Regulation D under the Securities Act) that extends credit or buys loans as one of its businesses including insurance companies,
investment or mutual funds and lease financing companies, and having total assets in excess of $1,000,000,000; and (d) during
the continuation of an Event of Default, any other Person approved by Agent; provided, that no Sponsor Affiliated Entity
shall qualify as an Eligible Transferee.




    -26-


     


    


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


 


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


 


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


 


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


 


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


 


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


 


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




    -27-


     


    

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


 


“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 specified therefor in Section 8 of this Agreement.


 


“Excess”
has the meaning specified therefor in Section 2.14 of this Agreement.


 


“Excess
Availability” means, as of any date of determination, the amount of Availability.


 


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


 


“Excluded
Subsidiary” means (a) any Foreign Subsidiary, (b) any Foreign Holdco, (c) any Immaterial Subsidiary, (d) any Unrestricted
Subsidiary, (e) any Subsidiary that is not a Wholly-Owned Subsidiary, (f) any Captive Insurance Subsidiary, (g) [reserved], (h)
any Subsidiary that is prohibited by applicable law, contractual obligation, or regulation from guaranteeing the Obligations (and
for so long as such restriction is in effect); provided, that in the case of contractual obligations, such contractual
obligations existed on the Closing Date or, with respect to any Subsidiary acquired by the Borrowers, or a Restricted Subsidiary
after the Closing Date, on the date such Subsidiary is so acquired (and was not created in anticipation of such acquisition),
(i) any Subsidiary with respect to which, in the reasonable judgment of the Agent, the Borrowers (confirmed in writing by notice
to the Borrowers), the cost, burden, difficulty or consequence of providing a guarantee outweighs or is disproportionate to the
benefits to be obtained by the Lenders therefrom, (j) any Subsidiary that would require any consent, approval, license or authorization
from any Governmental Authority to provide a guarantee (including any regulatory consent, approval, license or authorization and
any consent, approval, license or authorization under any financial assistance, corporate benefit, fraudulent preference, equitable
subordination, exchange control restrictions, thin capitalization, capital maintenance, liquidity maintenance, retention of title
claims, employee consultation or approval requirements or similar legal principles or otherwise), unless such consent, approval,
license or authorization has been received, (k) any not-for-profit Subsidiary, any Subsidiary that is a special purpose entity
used for permitted securitization facilities and sale-leaseback transactions, (l) any Subsidiary with respect to which, in the
reasonable judgment of the Borrowers (in consultation with the Agent), the provision of a guaranty would reasonably be expected
to result in a material adverse tax consequence, and (m) any Subsidiary of any of the foregoing.


 


“Excluded
Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion
of the guaranty of such Loan Party of (including by virtue of the joint and several liability provisions of Section 2.15),
or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes
illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the
application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute
an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the
time the guaranty of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation.
If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion
of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.




    -28-


     


    


“Excluded
Taxes” means (i) any tax imposed on the net income or net profits of any Lender or any Participant (including any branch
profits taxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which
such Lender or such Participant is organized or the jurisdiction (or by any political subdivision or taxing authority thereof)
in which such Lender’s or such Participant’s principal office is located in or as a result of a present or former
connection between such Lender or such Participant and the jurisdiction or taxing authority imposing the tax (other than any such
connection arising solely from such Lender or such Participant having executed, delivered or performed its obligations or received
payment under, or enforced its rights or remedies under this Agreement or any other Loan Document), (ii) United States federal
withholding taxes that would not have been imposed but for a Lender’s or a Participant’s failure to comply with the
requirements of Section 16.2 of this Agreement, (iii) any United States federal withholding taxes that would be imposed
on amounts payable to a Foreign Lender based upon the applicable withholding rate in effect at the time such Foreign Lender becomes
a party to this Agreement (or designates a new lending office, other than a designation made at the request of a Loan Party),
except that Excluded Taxes shall not include (A) any amount that such Foreign Lender (or its assignor, if any) was previously
entitled to receive pursuant to Section 16.1 of this Agreement, if any, with respect to such withholding tax at the time
such Foreign Lender becomes a party to this Agreement (or designates a new lending office), and (B) additional United States federal
withholding taxes that may be imposed after the time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office), as a result of a change in law, rule, regulation, treaty, order or other decision or other Change in Law with
respect to any of the foregoing by any Governmental Authority, and (iv) any United States federal withholding taxes imposed under
FATCA.


 


“Existing
Credit Facility” means, collectively, the credit facilities evidenced by (a) the Super Senior Credit Agreement, dated
as of March 6, 2020, by and among Parent, CPI CG, the lenders party thereto and Guggenheim Credit Services, LLC as administrative
agent and collateral agent, and (b) the First Lien Credit Agreement dated as of August 17, 2015 among Parent, CPI CG, the lenders
party thereto and GLAS USA LLC, as administrative agent and collateral agent, as successor to The Bank of Nova Scotia , each,
as amended, supplemented or otherwise modified from time to time prior to the Closing Date.


 


“Extraordinary
Advances” has the meaning specified therefor in Section 2.3(d)(iii) of this Agreement.


 


“Extraordinary
Receipts” means (a) so long as no Event of Default has occurred and is continuing, proceeds of judgments, proceeds of
settlements, or other consideration of any kind received in connection with any cause of action or claim, and (b) if an Event
of Default has occurred and is continuing, any payments received by any Loan Party or any of its Subsidiaries not in the ordinary
course of business (and not consisting of proceeds described in Section 2.4(e)(iii) of this Agreement) consisting
of (i) proceeds of judgments, proceeds of settlements, or other consideration of any kind received in connection with any cause
of action or claim (and not consisting of proceeds described in Section 2.4(e)(iii) of this Agreement, but including
proceeds of business interruption insurance), (ii) indemnity payments (other than to the extent such indemnity payments are immediately
payable to a Person that is not an Affiliate of any Loan Party or any of its Subsidiaries, and (iii) any purchase price adjustment
received in connection with any purchase agreement.




    -29-


     


    


“Fair
Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction
not involving distress or necessity of either party, determined in good faith by the chief financial officer or treasurer of the
Administrative Borrower.


 


“FATCA”
means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), and (a) any current or future regulations or official interpretations
thereof, (b) any agreements entered into pursuant to Section 1471(b)(1) of the IRC, and (c) any intergovernmental agreement entered
into by the United States (or any fiscal or regulatory legislation, rules, or practices adopted pursuant to any such intergovernmental
agreement entered into in connection therewith).


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.


 


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


 


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


 


“Fee
Letter” means that certain fee letter, dated as of even date with this Agreement, among Borrowers and Agent, in form
and substance reasonably satisfactory to Agent.


 


“First-Tier
Foreign Subsidiary” means any CFC the Equity Interests of which are owned directly by any Loan Party.


 


“Fixed
Charge Coverage Ratio” means, with respect to any fiscal period and with respect to Loan Parties determined on a consolidated
basis in accordance with GAAP, the ratio of (a) EBITDA for such period minus Unfinanced Capital Expenditures made
(to the extent not already incurred in a prior period) or incurred during such period, to (b) Fixed Charges for such period.


 


In
addition, for purposes of calculating the Fixed Charge Coverage Ratio for any fiscal period:


 


(a)          if at any time during such fiscal period (and after the Closing Date), any Loan Party or any of its Subsidiaries shall have made
a Permitted Acquisition, Fixed Charges and Unfinanced Capital Expenditures for such fiscal period shall be calculated after giving
pro forma effect thereto or in such other manner acceptable to Agent as if any such Permitted Acquisition occurred on the
first day of such fiscal period;


 


(b)          the EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership
interests therein) disposed of during such fiscal period, will be excluded;




    -30-


     


    


(c)          the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses
(and ownership interests therein) disposed of during such fiscal period, will be excluded, but only to the extent that the obligations
giving rise to such Fixed Charges will not be obligations of the Loan Parties or any of their Restricted Subsidiaries after the
date of determination;


 


(d)          any Person that is a Restricted Subsidiary on the date of determination will be deemed to have been a Restricted Subsidiary at
all times during such fiscal period; and


 


(e)          any Person that is not a Restricted Subsidiary
on the date of determination will be deemed not to have been a Restricted Subsidiary at any time during
such fiscal period.


 


For
the purposes of calculating Fixed Charge Coverage Ratio for any fiscal period, if at any time during such fiscal period (and after
the Closing Date), any Loan Party or any of its Subsidiaries shall have made a Permitted Acquisition, Fixed Charges and Unfinanced
Capital Expenditures for such fiscal period shall be calculated after giving pro forma effect thereto or in such other
manner acceptable to Agent as if any such Permitted Acquisition occurred on the first day of such fiscal period.


 


“Fixed
Charges” means, with respect to any fiscal period and with respect to Loan Parties determined on a consolidated basis
in accordance with GAAP, the sum, without duplication, of (a) Interest Expense required to be paid (other than interest paid-in-kind,
amortization of financing fees, and other non-cash Interest Expense) during such period, (b) scheduled principal payments in respect
of Indebtedness that are required to be paid in cash during such period, (c) all federal, state, and local income taxes required
to be paid during such period (net of any refunds therefor), including any cash paid with respect to unusual or extraordinary
state sales tax liability expense (to the extent such state sales tax liability expense for such period has been added back to
EBITDA), including any interest thereon included in Consolidated Net Income, (d) all Restricted Payments paid by any Operating
Loan Party paid in cash during such period (other than any Restricted Payments paid to any Operating Loan Party and any Restricted
Payments made under Section 6.7(b), (c), (e)(ii), (k), (o) and (q)), and (e) any charges,
fees or costs required to be paid during such period in cash with respect to any long-term incentive plan and any cash interest
component of pension or postretirement benefits schemes (to the extent such charges, fees or costs for such period have been added
back to EBITDA}.


 


“Flood
Laws” means the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973, and related laws, rules
and regulations, including any amendments or successor provisions.


 


“Flow
of Funds Agreement” means a flow of funds agreement, dated as of even date with this Agreement, in form and substance
reasonably satisfactory to Agent, executed and delivered by Borrowers and Agent.


 


“Foreign
Holdco” means any Domestic Subsidiary if it has no material assets other than Equity Interests or a combination of Equity
Interests and Indebtedness of one or more CFCs.


 


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


 


“Foreign
Subsidiary” means any direct or indirect subsidiary of any Loan Party that is organized under the laws of any jurisdiction
other than the United States, any state thereof or the District of Columbia.




    -31-


     


    

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


 


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


 


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


 


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


 


“Governmental
Authority” means the government of any nation or any political subdivision thereof, whether at the national, state,
territorial, provincial, county, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions
of, or pertaining to, government (including any supra-national bodies such as the European Union or the European Central Bank).


 


“Guarantor”
means (a) Parent, (b) each Person that guaranties all or a portion of the Obligations, including any Person that is a “Guarantor”
under the Guaranty and Security Agreement, and (c) each other Person that becomes a guarantor after the Closing Date pursuant
to Section 5.11 of this Agreement.


 


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


 


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


 


“Hedge
Agreement” means any of the following entered into by a Loan Party or any of its Subsidiaries with one or more Hedge
Providers: (a) a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code, including
interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest
rate collar agreements; (b) other agreements or arrangements designed to manage interest rates or interest rate risk; and (c)
other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity
prices.


 


“Hedge
Obligations” means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now
existing or hereafter arising, of each Loan Party and its Subsidiaries arising under, owing pursuant to, or existing in respect
of Hedge Agreements.




    -32-


     


    


“Hedge
Provider” means any Bank Product Provider that is a party to a Hedge Agreement with a Loan Party or any of its Subsidiaries
or otherwise provides Bank Products under clause (f) of the definition thereof; provided, that if, at any time, a Lender
ceases to be a Lender under this Agreement (prior to the payment in full of the Obligations), then, from and after the date on
which it ceases to be a Lender thereunder, neither it nor any of its Affiliates shall constitute Hedge Providers and the obligations
with respect to Hedge Agreements entered into with such former Lender or any of its Affiliates shall no longer constitute Hedge
Obligations.


 


“Immaterial
Subsidiary” means each Subsidiary of a Borrower that is not a Material Subsidiary.


 


“Increase”
has the meaning specified therefor in Section 2.14.


 


“Increase
Date” has the meaning specified therefor in Section 2.14.


 


“Increase
Joinder” has the meaning specified therefor in Section 2.14.


 


“Increased
Reporting Event” means the occurrence of either of the following: (a) the occurrence and continuance of any Event of
Default, or (b) if at any time Excess Availability is less than 12.5% of the Maximum Revolver Amount.


 


“Increased
Reporting Period” means any period commencing after the occurrence of an Increased Reporting Event and continuing until
the date when (a) no Event of Default shall exist and be continuing, and (b) Excess Availability is greater than 12.5% of the
Maximum Revolver Amount for 30 consecutive days.


 


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables),
whether or not contingent:


 


(a)         in
respect of borrowed money;


 


(b)        evidenced
by bonds, notes, debentures or similar instruments or letters of credit, bankers’ acceptances or other similar instruments
(or reimbursement agreements in respect thereof);


 


(c)         in
respect of banker’s acceptances;


 


(d)         representing
Capitalized Lease Obligations;


 


(e)         representing
the balance deferred and unpaid of the purchase price of any property or services; or


 


(f)          representing
any net Hedge Obligations,


 


if
and to the extent any of the preceding items (other than letters of credit and Hedge Obligations) would appear as a liability
upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness”
includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any indebtedness
of any other Person, to the extent, as applicable, of the amount of Indebtedness covered by such guarantee, or the lesser of the
Fair Market Value of the asset or assets subject to such Lien or the principal (or accreted) amount of the Indebtedness secured
by such Lien.




    -33-


     


    


The
amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount
of funds borrowed and then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value
thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or liquidation
preference thereof, in the case of any other Indebtedness. Indebtedness shall be calculated without giving effect to the effects
of Accounting Standards Codification Topic 815—Derivatives and Hedging and related pronouncements to the extent such effects
would otherwise increase or decrease an amount of Indebtedness for any purpose under the Senior Secured Notes Documents as a result
of accounting for any embedded derivatives created by the terms of such Indebtedness.


 


Notwithstanding
the above provisions, in no event shall the following constitute Indebtedness:


 


(i)           contingent
or guarantee obligations incurred in the ordinary course of business or consistent with past practice, other than guarantees or
other assumptions of Indebtedness;


 


(ii)          Cash
Management Obligations;


 


(iii)         any
lease, concession or license of property (or guarantee thereof) which would be considered an operating lease under GAAP (without
giving effect to FASB 842), sale-leaseback transactions or any prepayments of deposits received from clients or customers in the
ordinary course of business or consistent with past practice;


 


(iv)         obligations
under any license, permit or other approval (or guarantees given in respect of such obligations) incurred prior to the Closing
Date or in the ordinary course of business or consistent with past practice;


 


(v)          in
connection with the purchase by any Loan Party or any Restricted Subsidiary of any business, any deferred or prepaid revenue,
post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing
balance sheet or such payment depends on the performance of such business after the closing; provided, however,
that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes
fixed and determined, the amount is paid in a timely manner;


 


(vi)         for
the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations,
pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes;


 


(vii)        [reserved];


 


(viii)       Indebtedness
of any Parent Entity appearing on the balance sheet of any Loan Party solely by reason of push down accounting under GAAP;


 


(ix)         Capital
Stock;


 


(x)          the
pledge of the Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; or




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(xi)         amounts
owed to dissenting stockholders (including in connection with, or as a result of, exercise of dissenters’ or appraisal rights
and the settlement of any claims or action (whether actual, contingent or potential)), pursuant to or in connection with a consolidation,
amalgamation, merger or transfer of assets that complies with Section 6.3.


 


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


 


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


 


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


 


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


 


“Intercompany
Subordination Agreement” means an intercompany subordination agreement executed and delivered by each Loan Party and
each of its Subsidiaries (as applicable), and Agent, the form and substance of which is reasonably satisfactory to Agent.


 


“Intercreditor
Agreement” means each of (a) the ABL/Notes Intercreditor Agreement, and (b) any other intercreditor agreements executed
in connection with the incurrence of any Indebtedness secured by Liens that are permitted by this Agreement to be incurred and
to have the priority provided for in that intercreditor agreement and in form and substance reasonably acceptable to Agent.


 


“Interest
Expense” means, for any period, the sum of (a) all cash interest payments, in each case to the extent paid, or required
to be paid, in cash and treated as interest in accordance with GAAP and (b) the portion of rent expense under Capitalized Lease
Obligations that is treated as interest in accordance with GAAP, in each case, of or by the Parent and its Restricted Subsidiaries
on a consolidated basis for such period; provided that Interest Expense shall not include any upfront fees in connection
with any issuance of Indebtedness, any agent fees and any expenses in connection with any issuance or amendment of Indebtedness
(whether or not consummated).


 


“Interest
Period” means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate
Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending one, three
or six months thereafter; provided, that (a) interest shall accrue at the applicable rate based upon the LIBOR Rate from
and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (b) any Interest
Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business
Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (c) with
respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business
Day of the calendar month that is one, three or six months after the date on which the Interest Period began, as applicable, and
(d) Borrowers may not elect an Interest Period which will end after the Maturity Date.




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“Inventory”
means inventory (as that term is defined in the Code).


 


“Inventory
Reserves” means, as of any date of determination, (a) Landlord Reserves in respect of Inventory, (b) those reserves
that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and
maintain (including reserves for slow moving Inventory and Inventory shrinkage) with respect to Eligible Inventory including based
on the results of appraisals, and (c) with respect to Eligible In-Transit Inventory, those reserves that Agent deems necessary
or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain with respect to Eligible
In-Transit Inventory (i) for the estimated costs relating to unpaid freight charges, warehousing or storage charges, taxes, duties,
and other similar unpaid costs associated with the acquisition of such Eligible In-Transit Inventory, plus (ii)
for the estimated reclamation claims of unpaid sellers of such Eligible In-Transit Inventory.


 


“Investment”
means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans or other extensions of credit (including guarantees or other obligations), advances or capital contributions
(excluding commission, travel and similar advances to officers, directors, consultants, managers and employees made in the ordinary
course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities,
together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If
any Loan Party or any Subsidiary thereof sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary
of any Loan Party such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of a Loan
Party, such selling or disposing Loan Party or Subsidiary, as the case may be, will be deemed to have made an Investment on the
date of any such sale or disposition equal to the Fair Market Value of such Person’s Investments in such Subsidiary that
were not sold or disposed of in an amount determined by such Person. The acquisition by a Loan Party or any Subsidiary therof
of a Person that holds an Investment in a third Person will be deemed to be an Investment by such Loan Party or such Subsidiary
as applicable in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person
in such third Person. Except as otherwise provided herein, the amount of an Investment shall be the original cost of such Investment
(and will be determined at the time the Investment is made and without giving effect to subsequent changes in value) minus the
amount of any portion of such Investment that has been repaid to the investor in cash as a repayment of principal or a return
of capital, and of any cash payments actually received by such investor representing interest, dividends or other distributions
in respect of such Investment (to the extent the amounts deducted do not, in the aggregate, exceed the original cost of such Investment
plus the costs of additions thereto).


 


“Investment-Grade”
means a rating of (a) “BBB-” (or the equivalent) or higher as determined by S&P (or any successor to the rating
agency business thereof) and (b) “Baa3” (or the equivalent) or higher as determined by Moody’s (or any successor
to the rating agency business thereof) or S&P (or any successor to the rating agency business thereof) (it being understood
that if S&P ceases to provide a corporate family credit rating with respect to any Person, clause (a) shall no longer apply
so long as clause (b) is satisfied with respect to such Person, and if Moody’s ceases to provide a corporate family credit
rating with respect to any Person, clause (b) shall no longer apply so long as clause (a) is satisfied with respect to such Person).


 


“Investment
Grade Accounts” means any Accounts owing from Account Debtors, which Account Debtor has an Investment-Grade credit
rating.


 


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




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“ISP”
means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication
No. 590) and any version or revision thereof accepted by the Issuing Bank for use.


 


“Issuer
Document” means, with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement,
or any other document, agreement or instrument entered into (or to be entered into) by a Borrower in favor of Issuing Bank and
relating to such Letter of Credit.


 


“Issuing
Bank” means Wells Fargo or any other Lender that, at the request of Borrowers and with the consent of Agent, agrees,
in such Lender’s sole discretion, to become an Issuing Bank for the purpose of issuing Letters of Credit pursuant to Section
2.11 of this Agreement, and Issuing Bank shall be a Lender.


 


“Joinder”
means a joinder agreement substantially in the form of Exhibit J-1 to this Agreement.


 


“Landlord
Reserve” means, as to each location at which a Borrower has Inventory or books and records located and as to which a
Collateral Access Agreement has not been received by Agent, a reserve in an amount equal to 2 months’ rent, storage charges,
fees or other amounts under the lease or other applicable agreement relative to such location.


 


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


 


“Lender
Group” means each of the Lenders (including Issuing Bank and the Swing Lender) and Agent, or any one or more of them.


 


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




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


 


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


 


“Letter
of Credit” means a letter of credit (as that term is defined in the Code) issued by Issuing Bank.


 


“Letter
of Credit Collateralization” means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory
to Agent (including that Agent has a first priority perfected Lien in such cash collateral), including provisions that specify
that the Letter of Credit Fees and all commissions, fees, charges and expenses provided for in Section 2.11(k) of this
Agreement (including any fronting fees) will continue to accrue while the Letters of Credit are outstanding) to be held by Agent
for the benefit of the Revolving Lenders in an amount equal to 105% of the then existing Letter of Credit Usage, (b) delivering
to Agent documentation executed by all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory
to Agent and Issuing Bank, terminating all of such beneficiaries’ rights under the Letters of Credit, or (c) providing Agent
with a standby letter of credit, in form and substance reasonably satisfactory to Agent, from a commercial bank acceptable to
Agent (in its sole discretion) in an amount equal to 105% of the then existing Letter of Credit Usage (it being understood that
the Letter of Credit Fee and all fronting fees set forth in this Agreement will continue to accrue while the Letters of Credit
are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit).


 


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




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“Letter
of Credit Exposure” means, as of any date of determination with respect to any Lender, such Lender’s participation
in the Letter of Credit Usage pursuant to Section 2.11(e) on such date.


 


“Letter
of Credit Fee” has the meaning specified therefor in Section 2.6(b) of this Agreement.


 


“Letter
of Credit Indemnified Costs” has the meaning specified therefor in Section 2.11(f) of this Agreement.


 


“Letter
of Credit Related Person” has the meaning specified therefor in Section 2.11(f) of this Agreement.


 


“Letter
of Credit Sublimit” means $10,000,000.


 


“Letter
of Credit Usage” means, as of any date of determination, the sum of (a) the aggregate undrawn amount of all outstanding
Letters of Credit, plus (b) the aggregate amount of outstanding reimbursement obligations with respect to Letters of Credit
which remain unreimbursed or which have not been paid through a Revolving Loan.


 


“LIBOR
Deadline” has the meaning specified therefor in Section 2.12(b)(i) of this Agreement.


 


“LIBOR
Notice” means a written notice in the form of Exhibit L-1 to this Agreement.


 


“LIBOR
Option” has the meaning specified therefor in Section 2.12(a) of this Agreement.


 


“LIBOR
Rate” means the greater of (a) 0.00% and (b) per annum as published by ICE Benchmark Administration Limited (or any
successor page or other commercially available source as the Agent may designate from time to time) as of 11:00 a.m., London time,
two Business Days prior to the commencement of the requested Interest Period, for a term, and in an amount, comparable to the
Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of
a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrowers in accordance with this Agreement
(and, if any such published rate is below zero, then the LIBOR Rate determined pursuant to this clause (b) shall be deemed to
be zero). Each determination of the LIBOR Rate shall be made by the Agent and shall be conclusive in the absence of manifest error.


 


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


 


“LIBOR
Rate Margin” means the Revolving Loan LIBOR Rate Margin.


 


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


 


“Loan”
means any Revolving Loan, Swing Loan, or Extraordinary Advance made (or to be made) hereunder.




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


 


“Loan
Documents” means this Agreement, the Control Agreements, each Copyright Security Agreement, any Borrowing Base Certificate,
the Fee Letter, the Guaranty and Security Agreement, the Intercompany Subordination Agreement, the ABL/Notes Intercreditor Agreement,
any other Intercreditor Agreement, any Issuer Documents, the Letters of Credit, each Patent Security Agreement, each Subordination
Agreement, each Trademark Security Agreement, any note or notes executed by Borrowers in connection with this Agreement and payable
to any member of the Lender Group, and any other instrument or agreement entered into, now or in the future, by any Loan Party
or any of its Subsidiaries and any member of the Lender Group in connection with this Agreement (but specifically excluding Bank
Product Agreements).


 


“Loan
Party” means any Borrower or any Guarantor.


 


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


 


“Market
Capitalization” means, as of any date of determination, an amount equal to (a) the total number of issued and outstanding
shares of Capital Stock of Parent (or any successor of Parent) on such date of determination multiplied by (b) the arithmetic
mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding such date
of determination.


 


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


 


“Material
Contract” means, with respect to any Person, any single contract or agreement, the loss of which could reasonably be
expected to result in a Material Adverse Effect.


 


“Material
Real Property Asset” has the meaning specified therefor in the Guaranty and Security Agreement.


 


“Material
Subsidiary” means (a) each Borrower, and (b) each Subsidiary of a Loan Party that (i) owns at least 5% of the consolidated
total assets of the Loan Parties and their Subsidiaries, (ii) generates at least 5% of the consolidated revenues of the Loan
Parties and their Subsidiaries, (iii) is the owner of Equity Interests of any Subsidiary of a Loan Party that otherwise constitutes
a Material Subsidiary, or (iv) any group comprising Subsidiaries of a Loan Party that each would not have been a Material Subsidiary
under clauses (i), (ii), or (iii) but that, taken together, had revenues or total assets in excess of 10% of the consolidated
revenues or total assets, as applicable, of the Loan Parties and their Subsidiaries.


 


“Maturity
Date” means the earliest to occur of (a) March 15, 2026, and (b) the date that is ninety days prior to the maturity
of the Senior Secured Notes (as in effect on the date hereof or as amended in accordance with the terms of the ABL/Notes Intercreditor
Agreement).


 


“Maximum
Revolver Amount” means $50,000,000, increased by the amount of any Increase made in accordance with Section 2.14
of this Agreement.




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


 


“Mortgages”
means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by
a Loan Party or one of its Subsidiaries in favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber
the Collateral constituting Material Real Property Assets.


 


“Net
Cash Proceeds” means:


 


(a)          with
respect to any sale or disposition by any Loan Party or any of its Subsidiaries of assets, the amount of cash proceeds received
(directly or indirectly) from time to time (whether as initial consideration or through the payment of deferred consideration)
by or on behalf of such Loan Party or such Subsidiary, in connection therewith after deducting therefrom only (i) the amount of
any Indebtedness secured by any Permitted Lien on any asset (other than (A) Indebtedness owing to Agent or any Lender under this
Agreement or the other Loan Documents and (B) Indebtedness assumed by the purchaser of such asset) which is required to be, and
is, repaid in connection with such sale or disposition, (ii) reasonable fees, commissions, and expenses related thereto and required
to be paid by such Loan Party or such Subsidiary in connection with such sale or disposition, (iii) taxes paid or payable to any
taxing authorities by such Loan Party or such Subsidiary in connection with such sale or disposition, in each case to the extent,
but only to the extent, that the amounts so deducted are, at the time of receipt of such cash, actually paid or payable to a Person
that is not an Affiliate of any Loan Party or any of its Subsidiaries, and are properly attributable to such transaction, and
(iv) all amounts that are set aside as a reserve (A) for adjustments in respect of the purchase price of such assets, (B) for
any liabilities associated with such sale or casualty, to the extent such reserve is required by GAAP, and (C) for the payment
of unassumed liabilities relating to the assets sold or otherwise disposed of at the time of, or within 30 days after, the date
of such sale or other disposition, to the extent that in each case the funds described above in this clause (iv) are (x) deposited
into escrow with a third party escrow agent or set aside in a separate Deposit Account that is subject to a Control Agreement
in favor of Agent, and (y) paid to Agent as a prepayment of the applicable Obligations in accordance with Section 2.4(e)
of this Agreement at such time when such amounts are no longer required to be set aside as such a reserve; and


 


(b)          with
respect to the issuance or incurrence of any Indebtedness by any Loan Party or any of its Subsidiaries, or the issuance by any
Loan Party or any of its Subsidiaries of any Equity Interests, the aggregate amount of cash received (directly or indirectly)
from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on
behalf of such Loan Party or such Subsidiary in connection with such issuance or incurrence, after deducting therefrom only (i) reasonable
fees, commissions, and expenses related thereto and required to be paid by such Loan Party or such Subsidiary in connection with
such issuance or incurrence, and (ii) taxes paid or payable to any taxing authorities by such Loan Party or such Subsidiary in
connection with such issuance or incurrence, in each case to the extent, but only to the extent, that the amounts so deducted
are, at the time of receipt of such cash, actually paid or payable to a Person that is not an Affiliate of any Loan Party or any
of its Subsidiaries, and are properly attributable to such transaction.


 


“Net
Income” means, with respect to any specified Person, the net income or loss of such Person, determined in accordance
with GAAP and before any reduction in respect of preferred stock dividends.


 


“Net
Recovery Percentage” means, as of any date of determination, the percentage of the book value of Borrowers’ or
Designated Subsidiary Guarantors’ Inventory that is estimated to be recoverable in an orderly liquidation of such Inventory
net of all associated costs and expenses of such liquidation, such percentage to be determined as to each category of Inventory
and to be as specified in the most recent Acceptable Appraisal of Inventory.




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


 


“Non-Defaulting
Lender” means each Lender other than a Defaulting Lender.


 


“Non-Recourse
Debt” means Indebtedness (a) as to which none of the Parent or any of its Restricted Subsidiaries (i) provides credit
support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (ii) is directly
or indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender; (b) no default with respect to which (including
any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would
permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Obligations) of the Parent or any
of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be
accelerated or payable prior to the stated maturity of such Indebtedness; and (c) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the Parent or any of its Restricted Subsidiaries; provided
that Non-Recourse Debt shall include Indebtedness of an Unrestricted Subsidiary which is secured by the Capital Stock of such
Unrestricted Subsidiary, notwithstanding the limitations set forth above.


 


“Notes
Collateral Agent” means U.S. Bank National Association.


 


“Notes
Priority Collateral” has the meaning specified therefor in ABL/Notes Intercreditor Agreement.


 


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




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


 


“Operating
Loan Parties” means each Loan Party other than the Parent; sometimes individually referred to as an “Operating
Loan Party”.


 


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


 


“Other
Taxes” means all present or future stamp, court, excise, value added, or documentary, intangible, recording, filing
or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration
of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.


 


“Overadvance”
means, as of any date of determination, that the Revolver Usage is greater than any of the limitations set forth in Section
2.1 or Section 2.11 of this Agreement.


 


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


 


“Parent
Entity” means any direct or indirect parent of CPI CG.


 


“Parent
Entity Expenses” means:


 


(a)          fees,
costs and expenses (including all legal, accounting and other professional fees, costs and expenses) incurred or paid by any Parent
Entity in connection with reporting obligations under or otherwise incurred or paid in connection with compliance with applicable
laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, the Loan Documents, the
Senior Secured Notes Documents or any other agreement or instrument relating to the Senior Secured Notes or any other Indebtedness
of any Loan Party or any Restricted Subsidiary, including in respect of any reports filed or delivered with respect to the Securities
Act, Exchange Act or the respective rules and regulations promulgated thereunder;


 


(b)          customary
salary, bonus, severance, indemnity, insurance (including premiums therefor) and other benefits payable to any employee, director,
officer, manager, contractor, consultant or advisor of any Parent Entity or other Persons under its articles, charter, by-laws,
partnership agreement or other organizational documents or pursuant to written agreements with any such Person to the extent relating
to the Loan Parties and their Subsidiaries;


 


(c)          (i)
general corporate operating and overhead fees, costs and expenses, (including all legal, accounting and other professional fees,
costs and expenses), and (ii) other operational expenses of any Parent Entity related to the ownership or operation of the business
of any Loan Party or any of the Restricted Subsidiaries;


 


(d)          expenses
incurred by any Parent Entity in connection with (i) any offering, sale, conversion or exchange of Capital Stock or Indebtedness
(whether or not successful) and (ii) any related compensation paid to employees, directors, officers, managers, contractors, consultants
or advisors of such Parent Entity;




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(e)          amounts
payable pursuant to any management services or similar agreements or the management services provisions in an investor rights
agreement or other equityholders’ agreement (including any amendment thereto or replacement thereof so long as any such
amendment or replacement is not materially disadvantageous in the reasonable determination of the any Loan Party to the Lenders
when taken as a whole, as compared to the management services or similar agreements as in effect immediately prior to such amendment
or replacement), solely to the extent such amounts are not paid directly by any Loan Party or its Subsidiaries; and


 


(f)          amounts
to finance Investments that would otherwise be permitted to be made pursuant to Section 6.7 if made by any Operating Loan
Party or a Restricted Subsidiary, including, if applicable, the satisfaction of the Payments Conditions with respect to any such
Investment; provided, that (i) such Restricted Payment shall be made substantially concurrently with the closing of such
Investment, (ii) such Parent Entity shall, immediately following the closing thereof, cause (A) all property acquired (whether
assets or Capital Stock) to be contributed to the capital of any Loan Party or one of its Restricted Subsidiaries or (B) the merger,
consolidation or amalgamation of the Person formed or acquired into any Loan Party or one of its Restricted Subsidiaries (to the
extent not prohibited by Section 6.3) in order to consummate such Investment, (iii) such Parent Entity and its Affiliates
(other than any Loan Party or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction
except to the extent any Loan Party a Restricted Subsidiary could have given such consideration or made such payment in compliance
with this Agreement and such consideration or other payment is included as a Restricted Payment under this Agreement, (iv) any
property received by any Loan Party shall not increase amounts available for Restricted Payments pursuant to Section 6.7
and (v) such Investment shall be deemed to be made by any Operating Loan Party or such Restricted Subsidiary pursuant to another
provision of Section 6.7 or pursuant to the definition of “Permitted Investments.”


 


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


 


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


 


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


 


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


 


“Payment
Conditions” means, at the time of determination with respect to the relevant action as to which the satisfaction of
the Payment Conditions is being determined, that: (a) no Default or Event of Default then exists or would arise as a result of
the entering into of such transaction or the making of such payment; and (b) on a pro forma basis after giving effect to
such transaction or payment and any incurrence or repayment of Indebtedness in connection therewith, either (i) Excess Availability
on such date and for the 30 consecutive day period preceding such transaction or payment and any incurrence or repayment of Indebtedness
is equal to or greater than 17.5% of the Maximum Revolver Amount; or (ii)(A) Excess Availability on such date and for the 30 consecutive
day period preceding such transaction or payment and any incurrence or repayment of Indebtedness is equal to or greater than 15%
of the Maximum Revolver Amount, and (B) on a pro forma basis after giving effect to such transaction or payment and any
incurrence or repayment of Indebtedness in connection therewith, the Fixed Charge Coverage Ratio (with such Fixed Charge Coverage
Ratio to be tested as of the most recently ended four fiscal quarter period for which internal financial statements are available)
is at least 1.10 to 1.00; provided, that, in connection with any transaction or payment, Administrative Borrower shall
have delivered to Agent a written certification stating that in connection with each such transaction or payment, the conditions
above are satisfied..




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“Perfection
Certificate” means a certificate in the form of Exhibit P-1 to this Agreement.


 


“Permitted
Acquisition” means any Acquisition so long as:


 


(a)          no
Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition,


 


(b)          no
Indebtedness will be incurred, assumed, or would exist with respect to any Loan Party or its Subsidiaries as a result of such
Acquisition, other than Permitted Indebtedness and no Liens will be incurred, assumed, or would exist with respect to the assets
of any Loan Party or its Subsidiaries as a result of such Acquisition other than Permitted Liens,


 


(c)          Borrowers
have provided Agent with written notice of the proposed Acquisition at least ten (10) days prior to the anticipated closing date
of the proposed Acquisition and, not later than two (2) Business Days prior to the anticipated closing date of the proposed Acquisition,
copies of the acquisition agreement and other material documents relative to the proposed Acquisition, which agreement and documents
must be reasonably acceptable to Agent,


 


(d)          the
assets being acquired (other than a de minimis amount of assets in relation to Parent’s and its Subsidiaries’ total
assets), or the Person whose Equity Interests are being acquired, are useful in or engaged in, as applicable, any business conducted
or proposed to be conducted by Parent and the Subsidiaries on the Closing Date, any other business or businesses in the reasonably
related or ancillary thereto or that are reasonable extensions thereof,


 


(e)          the
assets being acquired (other than a de minimis amount of assets in relation to the assets being acquired) are located within the
United States or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United
States, and


 


(f)           the
subject assets or Equity Interests, as applicable, are being acquired directly by the Borrowers or one of its Subsidiaries, and,
in connection therewith, the applicable Loan Party shall have complied (or will comply) with Section 5.11 or 5.12,
as applicable, of this Agreement, and


 


(g)          on
a pro forma basis, after giving effect to each such acquisition and any Revolving Loans made in connection therewith, the Payment
Conditions are satisfied.


 


“Permitted
Business” means the lines of business engaged in by the Loan Parties or any of their Restricted Subsidiary on the Closing
Date and any business related, ancillary, complementary or incidental, or necessary or appropriate for activities described above
(including any reasonably related extensions or expansions thereof).


 


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




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“Permitted
Dispositions” means:


 


(a)          sales,
lease, conveyance, abandonment, or other Dispositions of Equipment that is worn, damaged, or obsolete or no longer material, used
or useful in the ordinary course of business and leases or subleases of Real Property not useful in the conduct of the business
of the Operating Loan Parties and their Subsidiaries,


 


(b)          sales
of Inventory to buyers or other sales or Dispositions of assets in the ordinary course of business,


 


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


 


(d)          the
license or sublicense of intellectual property or other general intangibles and the sale, lease, sublease, assignment, license
or sublicense of products or services (i) in the ordinary course of business or (ii) which do not materially interfere with the
business of any of the Operating Loan Parties or any of their Restricted Subsidiaries, taken as a whole, determined in good faith
by the Operating Loan Parties,


 


(e)          the
creation and granting of Permitted Liens,


 


(f)          the
sale or discount, in each case without recourse, of accounts receivable (other than Eligible Accounts) arising in the ordinary
course of business in an amount not to exceed $250,000 in any fiscal year,


 


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


 


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


 


(i)           the
leasing, assignment or subleasing of assets in the ordinary course of business, or dispositions and/or terminations in the ordinary
course of business of leases, subleases, licenses or sublicenses,


 


(j)           an
issuance of Equity Interests by a Restricted Subsidiary of an Operating Loan Party to an Operating Loan Party or to any Restricted
Subsidiary of an Operating Loan Party,


 


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


 


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


 


(m)         the
making of Permitted Investments,


 


(n)          transfers
of assets (i) from any Operating Loan Party or any of its Restricted Subsidiaries (other than any Borrower) to an Operating Loan
Party, and (ii) from any Restricted Subsidiary of any Operating Loan Party that is not an Operating Loan Party to any other Subsidiary
of any Operating Loan Party, or (iii) not constituting ABL Priority Collateral by any Operating Loan Party or any of its Restricted
Subsidiaries to any Restricted Subsidiary that is not a Loan Party; provided, that the aggregate amount of such assets
sold or transferred pursuant to this clause (iii) shall not exceed $500,000 in any calendar year,




    -46-


     


    


(o)          dispositions
of Equipment or Real Property to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property, (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property
or (iii) to the extent allowable under Section 1031 of the IRC, any exchange of like property (excluding any boot thereon) for
use in a Permitted Business; provided, that to the extent the property being disposed of constitutes Collateral, such replacement
property shall constitute Collateral,


 


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


 


(q)         dispositions
of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint
venture parties set forth in joint venture arrangements and similar binding arrangements;


 


(r)           any
surrender or waiver of contract rights or the settlement, release or surrender of any contract, tort or other claim of any kind;


 


(s)          any
single transaction or series of related transactions that involves assets (other than ABL Priority Collateral) or Equity Interests
having a Fair Market Value of less than the greater of $5,000,000 and 10% of EBITDA for the most recently ended four fiscal quarters
for which internal financial statements are available;


 


(t)           Dispositions
of assets (i) between or among Operating Loan Parties, and (ii) between or among Restricted Subsidiaries which are not Operating
Loan Parties,


 


(u)          the
sale or other Disposition of the Capital Stock or property or assets of any Unrestricted Subsidiary,


 


(v)          any
exchange of property pursuant to Section 1031 of the IRC, as amended, for use in a Permitted Business,


 


(w)         the
sale or disposition of any assets or property received as a result of foreclosure by any Operating Loan Party or any of its Restricted
Subsidiaries on any secured Investment or any other transfer of title with respect to any secured Investment in default,


 


(x)          the
surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind,
in each case, in the ordinary course of business,


 


(y)         any
Disposition governed by and effected in compliance with Section 6.3,




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(z)          the
settlement, termination or unwinding of any Hedge Obligations,


 


(aa)        (i)
any release or surrender of contract rights, or (ii) the settlement, release, recovery on or surrender of contract rights or other
litigation claims in the ordinary course of business,


 


(bb)       foreclosures,
condemnation, expropriation, damage, destruction or any similar action on assets of any Operating Loan Party and their Restricted
Subsidiaries (but not the sale of property subject to a Lien),


 


(cc)        the
disposition of the Capital Stock in, Indebtedness of, or other securities issued by, an Unrestricted Subsidiary,


 


(dd)       Dispositions
of assets (including ABL Priority Collateral having a value not to exceed $100,000 in any single transaction and $250,000 for
all transactions so long as such ABL Priority Collateral, at the time of Disposition, is not Eligible Accounts or Eligible Inventory)
or Equity Interests not otherwise permitted in clauses (a) through (cc) above so long as:


 


(1)          the
Operating Loan Party (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Disposition
at least equal to the Fair Market Value (determined as of the date of contractual agreement to such Disposition) of the assets
or Equity Interests issued or sold or otherwise disposed of;


 


(2)          in
the case of a Disposition of Collateral, the consideration from such Disposition is pledged as Collateral (to the extent required
by the Loan Documents), at least until such time it is otherwise applied in accordance with this Agreement; and


 


(3)          at
least 75% of the consideration received in a Disposition by an Operating Loan Party or any of its Restricted Subsidiaries is in
the form of cash, Cash Equivalents or Replacement Assets. For purposes of this provision, each of the following will be deemed
to be cash:


 


(A)       any
Indebtedness or liabilities, as shown on the Parent’s most recent consolidated balance sheet or in the footnotes thereto
(or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the
Parent’s most recent consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place
on or prior to the date of such balance sheet, as determined in good faith by CPI CG), of the Parent or any of its Restricted
Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations) that
are assumed by the transferee of any such assets and for which the Parent or such Restricted Subsidiary has been released in writing;


 


(B)       any
securities, notes or other obligations received by any Operating Loan Party or any such Restricted Subsidiary from such transferee
that are converted by such Operating Loan Party or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of
the receipt thereof, to the extent of the cash or Cash Equivalents received in that conversion;


 


(C)       any
(1) Capital Stock of another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted
Business is or becomes a Restricted Subsidiary of an Operating Loan Party or (2) Replacement Assets or acquire long-term assets
in another Permitted Business; and




    -48-


     


    


(D)       any
Designated Non-cash Consideration received by CPI CG or such Restricted Subsidiary in such Disposition having an aggregate Fair
Market Value (with the Fair Market Value of each item of Designated Non-cash Consideration being determined as of the date of
contractual agreement to such Disposition) taken together with all other Designated Non-cash Consideration received pursuant to
this clause (d) that is at that time outstanding not to exceed the greater of $10,000,000 and 15.0% for the most recently ended
four fiscal quarters for which internal financial statements are available.


 


A
Disposition need not be incurred solely by reference to one category described in the definition of “Permitted Disposition”
but may be incurred under any combination of such categories (including in part under one such category and in part under any
other such category) and in the event that a Disposition (or any portion thereof) meets the criteria of one or more of such categories
described in the definition of “Permitted Dispositions”, the Operating Loan Parties, in their sole discretion, may
classify or may subsequently reclassify at any time such Disposition (or any portion thereof) in any manner that results in compliance
with Section 6.4.


 


“Permitted
Holder” means, collectively (a) each Person that directly or indirectly beneficially owns more than 10% of the Equity
Interests of Parent on the date hereof and (b) the members of the management of Parent and its Subsidiaries.


 


“Permitted
Indebtedness” means:


 


(a)          Indebtedness in respect of the Obligations,


 


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


 


(c)          the incurrence by any Operating Loan Party or any of its Restricted Subsidiaries of Indebtedness represented by Capitalized Lease
Obligations, mortgage financings, industrial revenue bonds, economic development loans and purchase money obligations, in each
case, incurred for the purpose of financing (whether prior to or within 270 days after) all or any part of the purchase price
or cost of design, development, construction, installation or improvement of property, plant or equipment or other assets used
or useful in the business of any Operating Loan Party or any of its Restricted Subsidiaries (whether through the direct purchase
of assets or the Capital Stock of any Person owning such assets and whether such Indebtedness is owed to the seller or Person
carrying out such construction or improvement or to any third party) (including any reasonably related fees or expenses incurred
in connection with such purchase, design, construction, installation or improvement); provided that the aggregate principal
amount at any time outstanding, including all Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease
or discharge any Indebtedness incurred pursuant to this clause (c), shall not exceed the greater of (i) $20,000,000 and (ii) 35.0%
of EBITDA for the most recently ended four fiscal quarters for which internal financial statements are available;


 


(d)          the incurrence by any Operating Loan Party or any of its Restricted Subsidiaries of Refinancing Indebtedness in exchange for,
or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than
intercompany Indebtedness) that was permitted by this Agreement be incurred under clauses (d), (e), (l), (m) or (o) of this definition;




    -49-


     


    


(e)          the incurrence by any Operating Loan Party or any of its Restricted Subsidiaries of intercompany Indebtedness between or among
any Loan Parties and any of their Restricted Subsidiaries; provided, however, that: (i) if any Operating Loan Party
is the obligor on such Indebtedness and the payee is not any Operating Loan Party, such Indebtedness must be expressly subordinated
to the prior payment in full in cash of all Obligations (or obligations under a Guaranty, as applicable) pursuant to a Subordination
Agreement; and (ii) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held
by a Person other than any Operating Loan Party or any of its Restricted Subsidiaries and (B) any sale or other transfer of any
such Indebtedness to a Person that is not any Operating Loan Party or a Restricted Subsidiary of any Operating Loan Party will
be deemed, in each case, to constitute an incurrence of such Indebtedness by any Operating Loan Party or such Restricted Subsidiary,
as the case may be, that was not permitted by this clause (e);


 


(f)          the issuance by any Operating Loan Party or any Operating Loan Party’s Restricted Subsidiaries to any Operating Loan Party
or to any of their Restricted Subsidiaries of shares of preferred stock; provided, however, that: (i) any subsequent
issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than any Operating
Loan Party or a Restricted Subsidiary of any Operating Loan Party; and (ii) any sale or other transfer of any such preferred stock
to a Person that is not any Operating Loan Party or a Restricted Subsidiary of any Operating Loan Party will be deemed, in each
case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (f);


 


(g)         the incurrence by any Operating Loan Party or any of its Restricted Subsidiaries of Hedge Obligations entered into for bona fide
hedging purposes (and not for speculative purposes) as determined in good faith by such Person;


 


(h)         the guarantee by any Operating Loan Party or any of the guarantors of Indebtedness of any Operating Loan Party or a Restricted
Subsidiary of any Operating Loan Party that was permitted to be incurred by another provision of this covenant;


 


(i)          Indebtedness incurred by any Operating Loan Party or any of its Restricted Subsidiaries constituting reimbursement obligations
with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in
respect of workers’ compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations
regarding workers’ compensation claims or self-insurance; provided, however, that either upon the drawing
of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such
drawing or incurrence or self-insurance;


 


(j)           the incurrence by any Operating Loan Party or any of its Restricted Subsidiaries of Indebtedness in respect of workers’
compensation claims, health, disability and other types of employee benefits, social security benefits, unemployment and other
self-insurance obligations, vehicle, property, casualty or liability insurance or other similar bonds, the financing of insurance
premiums in the ordinary course of business, bankers’ acceptances, performance, surety, judgment, appeal, bid and performance
bonds, trade contracts and leases, cash management obligations and netting, overdraft protection and other similar facilities
or arrangements and completion guarantees in the ordinary course of business;


 


(k)          the incurrence by any Operating Loan Party or any of its Restricted Subsidiaries of Indebtedness arising from (i) the honoring
by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, so long as
such Indebtedness is covered within ten Business Days of notification to any Operating Loan Party or any of its Restricted Subsidiaries
of its incurrence and (ii) Cash Management Obligations;




    -50-


     


    


(l)           the incurrence by any Operating Loan Party or any of its Restricted Subsidiaries of Indebtedness arising from agreements of any
Operating Loan Party or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, working
capital adjustments, holdback, earn-outs or similar obligations of any Operating Loan Party or any of its Restricted Subsidiaries
pursuant to such agreements, in each case, incurred in connection with the acquisition or disposition of any Restricted Subsidiary,
business, property or asset;


 


(m)         Acquired Indebtedness and Permitted Purchase Money Indebtedness and any Refinancing Indebtedness incurred to renew, refinance,
replace, defease or discharge any Indebtedness incurred pursuant to this clause (m);


 


(n)          the incurrence by any Operating Loan Party or any of its Restricted Subsidiaries of Indebtedness owed on a short-term basis of
not longer than 30 days to banks and other financial institutions incurred in the ordinary course of business with such banks
or financial institutions in connection with ordinary banking arrangements to manage cash balances of any Operating Loan Party
or any of its Restricted Subsidiaries;


 


(o)          the Senior Secured Notes Indebtedness (subject to the terms of the ABL/Notes Intercreditor Agreement),


 


(p)          the incurrence by any Operating Loan Party or any of its Restricted Subsidiaries of additional Indebtedness, Disqualified Stock
or preferred stock in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all
Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant
to this clause (p), not to exceed the greater of (i) $25,000,000 and (ii) 45.0% of EBITDA for the most recently ended four fiscal
quarters for which internal financial statements are available;


 


(q)          Indebtedness consisting of obligations to make payments to current or former officers, directors, managers, consultants and employees
of any Operating Loan Party or any of its Subsidiaries, its estates, spouses or former spouses with respect to the cancellation,
purchase or redemption of Equity Interests of any Operating Loan Party or any of its Subsidiaries to the extent such cancellation,
purchase or redemption is permitted under Section 6.7;


 


(r)           Indebtedness of any Operating Loan Party or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums
with the providers of such insurance or their affiliates, (ii) take-or-pay obligations contained in supply agreements, in each
case, in the ordinary course of business or consistent with past practice, (iii) deferred compensation or equity-based compensation
to current or former officers, directors, consultants, advisors or employees thereof, in each case in the ordinary course of business,
(iv) customer deposits and advance payments received in the ordinary course of business or consistent with past practice from
customers for goods or services purchased in the ordinary course of business or consistent with past practice and (v) taxes, assessments
or governmental charges to the extent such taxes are being contested in good faith by appropriate proceedings and for which adequate
reserves have been set aside in accordance with GAAP;


 


(s)          Indebtedness in the form of (i) guarantees of loans and advances to officers, directors, consultants, managers and employees,
in an aggregate amount not to exceed $7,500,000 at any one time outstanding and (ii) reimbursements owed to officers, directors,
managers, consultants and employees of any Operating Loan Party or any of its Restricted Subsidiaries for business expenses in
the ordinary course of business of any Operating Loan Party or any of its Restricted Subsidiaries;




    -51-


     


    


(t)           the incurrence by any Operating Loan Party or any of its Restricted Subsidiaries that are Wholly Owned Subsidiaries of Indebtedness
equal to 100.0% of the net cash proceeds received by any Operating Loan Party since the Closing Date from the issuance or sale
of Capital Stock of any Operating Loan Party or cash contributed to the capital of any Operating Loan Party (in each case, other
than proceeds of Disqualified Stock or sales of Capital Stock to any Operating Loan Party or any of its Subsidiaries); provided,
however, that (i) any such net cash proceeds that are so received or contributed shall not increase the amount available
for making Restricted Payments to the extent any Operating Loan Party and its Restricted Subsidiaries incur Indebtedness in reliance
thereon and (ii) any net cash proceeds that are so received or contributed shall be excluded for purposes of incurring Indebtedness
pursuant to this clause to the extent such net cash proceeds or cash have been applied to make Restricted Payments;


 


(u)          obligations in respect of (i) statutory obligations, bids, leases, governmental contracts, trade contracts, performance, surety,
stay, customs, appeal, performance and/or return of money bonds, completion guarantees and similar obligations not in connection
with money borrowed, in each case, provided in the ordinary course of business or consistent with past practice, including those
incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice
and (ii) letters of credit, bank guarantees, surety bonds, performance bonds or similar instruments to support any of the foregoing;


 


(v)          Indebtedness in respect of overdraft facilities, employee credit card programs, netting services, automatic clearinghouse arrangements
and other cash management and similar arrangements and in respect of incentive, supplier finance or similar programs, in each
case, in the ordinary course of business;


 


(w)         Indebtedness in respect of any bankers’ acceptances, bank guarantees, letters of credit or similar instruments or facilities
entered into in the ordinary course of business;


 


(x)          Indebtedness supported by a letter of credit in a principal amount not to exceed the face amount of such letter of credit;


 


(y)         guarantee obligations incurred in the ordinary course of business in respect of obligations to or of suppliers, customers, franchisees,
lessors, licensees, sublicensees or distribution partners to the extent constituting a Permitted Investment;


 


(z)          unfunded pension fund and other employee benefit plan obligations and liabilities incurred by any Operating Loan Party or a Restricted
Subsidiary and their Subsidiaries in the ordinary course of business;


 


(aa)        [reserved];


 


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




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(cc)        Indebtedness comprising Permitted Investments,


 


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


 


(ee)        Subordinated Indebtedness, the aggregate outstanding amount of which does not exceed $20,000,000,


 


(ff)         the incurrence by any Operating Loan Party or any of their Restricted Subsidiaries of additional Indebtedness, Disqualified Stock
or preferred stock in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all
permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred
pursuant to this clause (ff), not to exceed $10,000,000.


 


In
the event that an item of Indebtedness (or any portion thereof, but excluding the Obligations) at any time meets the criteria
of more than one of the categories described in the definition of “Permitted Indebtedness”, the Operating Loan Parties,
in their sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any
portion thereof) and shall only be required to include the amount and type of such Indebtedness in one of the specified clauses.
Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that any Operating Loan Party or any
of its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations
in exchange rates or currency values.


 


“Permitted
Intercompany Advances” means loans made by (a) a Loan Party to another Loan Party, (b) a Subsidiary of a Loan Party
that is not a Loan Party to another Subsidiary of a Loan Party that is not a Loan Party, or (c) a Subsidiary of a Loan Party that
is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement, and
(d) a Loan Party to a Subsidiary of a Loan Party that is not a Loan Party so long as (i) the aggregate amount of all such loans
under this clause (d) does not exceed $2,000,000 outstanding at any one time, and (ii) at the time of the making of such loan,
no Event of Default has occurred and is continuing or would result therefrom.


 


“Permitted
Investments” means:


 


(a)          any
Investment in any Operating Loan Party or a Restricted Subsidiary of any Operating Loan Party;


 


(b)         any Investment in (i) cash and Cash Equivalents, (ii) accounts receivable created or acquired in the ordinary course of business
and payable or dischargeable in accordance with customary terms, (iii) negotiable instruments held for collection in the ordinary
course of business and (iv) lease, utility or other similar deposits in the ordinary course of business;


 


(c)          any Investment by any Operating Loan Party or any Restricted Subsidiary of any Operating Loan Party in a Person, if as a result
of such Investment: (i) such Person becomes a Restricted Subsidiary of any Operating Loan Party; or (ii) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, any
Operating Loan Party or a Restricted Subsidiary of any Operating Loan Party;




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(d)         any Investment made as a result of the receipt of non-cash consideration from a Disposition that was made pursuant to and in compliance
with Section 6.4;


 


(e)         any acquisition of assets or Capital Stock solely in exchange for or out of the net proceeds of the issuance of Equity Interests
(other than Disqualified Stock) of any Operating Loan Party;


 


(f)          any Investments received in settlement, satisfaction, compromise or resolution of: (i) obligations of trade creditors or customers
that were incurred in the ordinary course of business of any Operating Loan Party or any of its Restricted Subsidiaries, including
pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;
or (ii) judgments, foreclosure of Liens, settlement of Indebtedness, litigation, arbitration or other disputes with Persons who
are not Affiliates;


 


(g)         Investments represented by Hedge Obligations;


 


(h)         loans or advances to officers, directors, consultants, managers and employees made in the ordinary course of business (including
without limitation, for business related travel expenses, moving expenses and other similar expenses) of any Operating Loan Party
or any of its Restricted Subsidiaries of any Operating Loan Party in an aggregate principal amount not to exceed $2,500,000 at
any one time outstanding;


 


(i)           repurchases of the Senior Secured Notes;


 


(j)           guarantees of indebtedness of any Operating Loan Party or a Restricted Subsidiary thereof permitted under Section 6.1 and
performance guarantees in the ordinary course of business;


 


(k)          any Investment made in connection with the purchase price adjustments, contingent purchase price payments or other earn-out obligations
paid in connection with any Investment otherwise permitted under this Agreement;


 


(l)           Investments consisting of (i) purchases and acquisitions of inventory, supplies, materials and equipment or licenses, (ii) pledges
or deposits with respect to leases or utilities provided to third parties, (iii) [reserved], (iv) extensions of trade credit or
advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP and endorsements for collection
or deposit, in any case, in the ordinary course of business and otherwise in accordance with the Senior Secured Notes Documents,
(v) loans and advances of payroll payments or other compensation to present or former employees of any Parent Entity (to the extent
such payments or other compensation relate to services provided to such Parent Entity (but excluding, for the avoidance of doubt,
the portion of any such amount, if any, attributable to the ownership or operations of any subsidiary of any Parent Entity other
than any Operating Loan Party, their Restricted Subsidiaries and/or their subsidiaries)), any Operating Loan Party and/or any
Subsidiary in the ordinary course of business, (vi) Investments consisting of the licensing of intellectual property pursuant
to joint marketing arrangements with other Persons entered into in the ordinary course of business, (vii) guarantees of obligations
of suppliers, customers, franchisees and licensees of any Operating Loan Party and/or its Restricted Subsidiaries, in each case,
in the ordinary course of business, (viii) Investments in the ordinary course of business consisting of endorsements for collection
or deposit and customary trade arrangements with customers, (ix) Investments in Subsidiaries in connection with internal reorganizations
and/or restructurings and activities related to tax planning, (x) Investments made in joint ventures as required by, or made pursuant
to, customary buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding
arrangements entered into in the ordinary course of business, provided that, in each instance described in this clause
(x), the Payment Conditions are satisfied, (xi) unfunded pension fund and other employee benefit plan obligations and liabilities
to the extent that the same are permitted to remain unfunded under applicable law;




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(m)         any Investment to the extent that the consideration therefor is Capital Stock (other than Disqualified Stock) of any Operating
Loan Party;


 


(n)          other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and
without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause
(n) that are at the time outstanding, not to exceed the greater of (i) $25,000,000 and (ii) 45.0% of EBITDA for the most recently
ended four fiscal quarters for which internal financial statements are available, provided that, for any Investment permitted
under this clause (n), in each instance, the Payment Conditions are satisfied;


 


(o)          any guarantees of operating leases or of other obligations of any Operating Loan Party or any of its Restricted Subsidiaries that
do not constitute Indebtedness entered into in the ordinary course of business;


 


(p)          any Investments existing on, or made pursuant to binding commitments existing on, the Closing Date and any Investment consisting
of an extension, modification, replacement or renewal of any such Investment existing on, or made pursuant to a binding commitment
existing on, the Closing Date, but only to the extent not involving additional advances, contributions or other Investments of
cash or other assets or other increases thereof other than (i) pursuant to the terms of such Investment or binding commitment,
as the case may be as in effect on the Closing Date (or as subsequently amended or otherwise modified in a manner not disadvantageous
to the Lender Group in any material respect) or (ii) as otherwise permitted by this Agreement;


 


(q)          Investments in a Parent Entity, any Operating Loan Party, any Restricted Subsidiary, any Subsidiary of any Operating Loan Party
or any Restricted Subsidiary and/or any joint venture in connection with intercompany cash management arrangements and related
activities in the ordinary course of business;


 


(r)           additional Investments, in an amount equal to the Available Excluded Contribution Amount at such time, provided that, in
each instance, the Payment Conditions are satisfied;


 


(s)          [reserved];


 


(t)           Investments in (i) any Similar Businesses, (ii) any Unrestricted Subsidiary and (iii) any joint ventures and similar entities,
in the aggregate, not to exceed the greater of $10,000,000 and 20% of EBITDA for the most recently ended four fiscal quarters
for which internal financial statements are available, at any one time outstanding, provided that, in each instance, the
Payment Conditions are satisfied;


 


(u)          purchases of inventory, supplies and materials in the ordinary course of business.


 


(v)          Investments owned by any Operating Loan Party or any of its Subsidiaries on the Closing Date and set forth on Schedule P-1
to this Agreement,


 


(w)         Permitted Acquisitions,




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(x)          Investments arising from Bank Product Obligations,


 


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


 


(z)          other Investments (i) in an aggregate amount not to exceed $2,000,000 per year without the requirement that the Payment Conditions
be satisfied, provided, that, as of the date of any such Investments, no Event of Default exists and is continuing, and
(ii) in excess of $2,000,000 in any year so long as the Payment Conditions are satisfied.


 


An
Investment under clauses (a) through (y) of this definition of “Permitted Investments” need not be incurred solely
by reference to one category of Investment described in the definition of “Permitted Investments” but may be incurred
under any combination of such clauses (including in part under one such clause and in part under any other such clause) and in
the event that an Investment (or any portion thereof) meets the criteria of one or more of such clauses of Investments described
in the definition of “Permitted Investments”, the Operating Loan Parties, in their sole discretion, may classify or
may subsequently reclassify at any time such Investment (or any portion thereof) in any manner that results in compliance with
Section 6.2; it being understood and agreed that any classification or reclassification of any Investment shall be subject
to compliance with the provisions of such applicable clause as of the date of such classification or reclassification.


 


“Permitted
Liens” means:


 


(a)          Liens granted to, or for the benefit of, Agent to secure the Obligations, including Bank Product Obligations;


 


(b)          [reserved];


 


(c)          Liens on property of a Person existing at the time such Person is merged with or into or consolidated with any Operating Loan
Party or any Subsidiary of any Operating Loan Party; provided that such Liens were not incurred in contemplation of such
merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with any Operating
Loan Party or the Subsidiary;


 


(d)          Liens on property (including Capital Stock) existing at the time of acquisition of the property, or the acquisition of the Person
owning such property, by any Operating Loan Party or any Subsidiary of any Operating Loan Party (including, without limitation,
Liens securing Acquired Indebtedness); provided that such Liens were not incurred in contemplation of such acquisition
and do not extend to any assets other than those subject to such acquisition;


 


(e)          Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a
like nature incurred in the ordinary course of business;


 


(f)           purchase money security interests (as defined in Article 9 of the UCC) and other Liens to secure Permitted Indebtedness (including
Capitalized Lease Obligations) pursuant to clause (c) or (f), as applicable, and covering only the property, plant or equipment
(including, without limitation, rental equipment purchased as inventory held for sale or lease) purchased in accordance with such
clause (c) or (f), as applicable and assets reasonably related thereto and the proceeds thereof (or in the case of Capitalized
Lease Obligations, acquired with or financed by such Indebtedness);




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(g)          Liens in existence, or made pursuant to legally binding written commitments in existence, on the Closing Date (other than Liens
permitted under clause (a) above) and replacements thereof encumbering only the assets subject to the Liens being replaced (and
securing obligations not exceeding in aggregate amount the obligations secured on the Closing Date by such Liens being replaced);


 


(h)          Liens for taxes, assessments or governmental charges, claims or levies that are (i) permitted pursuant to the terms of this Agreement
for amounts that are past due, (ii) not yet due or payable or (iii) that are being contested in good faith by appropriate proceedings
promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in
conformity with GAAP has been made therefor for any such Liens described in clause (iii) and if enforcement
proceedings are commenced in respect of such Liens, such proceedings are not effectively stayed;


 


(i)           Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, mechanics’ Liens and other like Liens,
and customary Liens retained by or granted to carriers, landlords and mechanics under the terms of agreements pursuant to which
services are rendered or property is leased by such Persons to any Operating Loan Party or any of its Restricted Subsidiaries,
in each case, either (i) incurred or arising in the ordinary course of business or (ii) for sums not overdue for a period of more
than 30 days or being contested in good faith by appropriate proceedings;


 


(j)           leases or subleases granted to others that do not materially interfere with the ordinary course of business of any Operating Loan
Party and its Restricted Subsidiaries, taken as a whole;


 


(k)          survey exceptions, encroachments, set-back lines, encumbrances, deeds, covenants, conditions, use restrictions, easements, reservations
of or rights of others affecting title to the property, licenses, rights-of-way, sewers, electric lines, water lines, gas lines,
telegraph and telephone lines, storm water, and utility or other similar encumbrances, or building, zoning, land use or other
restrictions as to the ownership, use or operation of real property that were not incurred in connection with Indebtedness and
that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation
of the business of such Person;


 


(l)           Liens created for the benefit of (or to secure) the Senior Secured Notes which Liens that are upon the Collateral are on the terms
set forth in the ABL/Notes Intercreditor Agreement;


 


(m)         Liens to secure any Refinancing Indebtedness permitted under Permitted Indebtedness; provided, however, that: (i)
the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant
to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds
or distributions thereof); and (ii) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum
of (A) the outstanding principal amount, or, if greater, committed amount, of the Refinancing Indebtedness and (B) an amount necessary
to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or
discharge;


 


(n)          Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property
relating to such letters of credit and products and proceeds thereof;


 


(o)          Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements
of any Operating Loan Party or any of its Restricted Subsidiaries, including rights of offset and set-off;




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(p)          Liens arising from precautionary filing of Uniform Commercial Code financing statements in connection with operating leases or
purchase or consignment of goods;


 


(q)          Liens in favor of a banking institution arising as a matter of law encumbering deposits (including, without limitation, rights
of set-off and credit balances) with respect to deposit accounts (as defined under the Uniform Commercial Code) that are within
the general parameters customary to the banking industry;


 


(r)           judgment Liens incurred as a result of a judgment by a court of competent jurisdiction that does not otherwise give rise to an
Event of Default under the Senior Secured Notes Documents, so long as (i) such Liens are adequately bonded and (ii) any appropriate
legal proceedings which may have been duly initiated for the appeal or review of such judgment shall not have been terminated
or the period within which such proceedings may be initiated shall not have expired;


 


(s)          [reserved];


 


(t)           Liens on Equity Interests deemed to exist in connection with any options, put and call agreements, rights of first refusal and
similar rights relating to Investments in Persons that are not Subsidiaries;


 


(u)          Liens on any assets held by a trustee (i) under any indenture or other debt instrument where the proceeds of the securities issued
thereunder are held in escrow pursuant to customary escrow arrangements pending the release thereof and (ii) under any indenture
pursuant to customary discharge, redemption or defeasance provisions;


 


(v)          pledges or deposits made in the ordinary course of business to secure liability insurance carriers and Liens on insurance proceeds
or unearned premiums incurred in the ordinary course of business in connection with the financing of insurance premiums;


 


(w)         pledges or deposits under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith
deposits in connection with bids, tenders, contracts (other than for payment of Indebtedness) or leases to which any Operating
Loan Party or any Subsidiary of any Operating Loan Party is a party;


 


(x)          Liens on and pledges of the assets or Capital Stock of any Unrestricted Subsidiary securing any Indebtedness or other obligations
of such Unrestricted Subsidiary;


 


(y)         Liens relating to pooled deposit or sweep accounts to permit satisfaction of overdraft, cash pooling or similar obligations incurred
in the ordinary course of business;


 


(z)          Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into
in the ordinary course of business;


 


(aa)        Liens incurred by any Operating Loan Party or any of its Restricted Subsidiaries; provided that at the time any such Lien
is incurred, the obligations secured by such Lien, when added to all other obligations secured by Liens incurred pursuant to this
clause (aa), shall not exceed the greater of (i) $25,000,000 and (ii) 45.0% of EBITDA for the most recently ended four fiscal
quarters for which internal financial statements are available (provided that (i) if such Lien secures Indebtedness for
borrowed money, such Lien shall be subordinated to the Lien securing the Obligations pursuant to an Intercreditor Agreement and
(ii) such Indebtedness shall not be secured by any assets included in the Borrowing Base);




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(bb)       Liens (i) upon specific items of equipment purchased by any Operating Loan Party or its Restricted Subsidiaries in the ordinary
course of business in favor of the vendors thereof or (ii) to secure contractual payments (contingent or otherwise) payable by
any Operating Loan Party or any of its Restricted Subsidiaries to a seller after the consummation of an acquisition of a product,
business, license or other asset; provided such Liens secure only such product, business, license or other asset;


 


(cc)        Liens solely on any cash earnest money deposits made by any Operating Loan Party or any of its Restricted Subsidiaries in connection
with any letter of intent or purchase agreement permitted under this Agreement;


 


(dd)       any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture, minority
investment or similar arrangement pursuant to any joint venture, shareholder, investor rights or similar agreement;


 


(ee)        Liens on the assets of any Restricted Subsidiary that is not a Loan Party (or the Capital Stock thereof) securing Indebtedness
of any Restricted Subsidiary that is not a Loan Party;


 


(ff)         judgment Liens that do not constitute an Event of Default under Section 8.3 provided that if such judgment Liens exceed
$2,000,000, such judgment Liens shall not be a permitted Lien hereunder if enforcement proceedings are commenced, and not effectively
stayed, against the ABL Priority Collateral in respect of such judgment Lien;;


 


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


 


(hh)       Liens assumed by any Operating Loan Party or its Restricted Subsidiaries in connection with a Permitted Acquisition that secure
Acquired Indebtedness that is Permitted Indebtedness;


 


(ii)          Liens securing Indebtedness permitted pursuant to clause (m) of the definition of Permitted Indebtedness on assets acquired
or on the Equity Interests in and assets of the relevant newly acquired Subsidiary and such Liens are subject to an Intercreditor
Agreement in form and substance reasonably acceptable to Agent; provided that no such Lien (i) extends to or covers any
other assets (other than the proceeds or products thereof, accessions or additions thereto and improvements thereon) and (ii)
was not created in contemplation of the applicable acquisition of assets or Equity Interests;


 


(jj)          Liens on any assets (other than any assets included in the Borrowing Base) held by a trustee (i) under any indenture or other
debt instrument where the proceeds of the securities issued thereunder are held in escrow pursuant to customary escrow arrangements
pending the release thereof and (ii) under any indenture pursuant to customary discharge, redemption or defeasance provisions;


 


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


 


(ll)          Liens incurred in the ordinary course of business of any Operating Loan Party or its Restricted Subsidiaries with respect to obligations
that do not exceed $10,000,000 and such Liens are subject to an Intercreditor Agreement in form and substance reasonably acceptable
to Agent.




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A
Lien need not be incurred solely by reference to one category of Liens described in the definition of “Permitted Liens”
but may be incurred under any combination of such categories (including in part under one such category and in part under any
other such category) and in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories
of Liens described in the definition of “Permitted Liens”, the Borrowers, in its sole discretion, may classify or
may subsequently reclassify at any time such Lien (or any portion thereof) in any manner that results in compliance with Section
6.2.


 


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


 


“Permitted
Purchase Money Indebtedness” means, as of any date of determination, Indebtedness (other than the Obligations, but including
Capitalized Lease Obligations), incurred after the Closing Date and at the time of, or within twenty (20) days after, the acquisition
of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof, in an aggregate principal amount
outstanding at any one time not in excess of the greater of (a) $25,000,000 and (b) 45.0% of EBITDA for the most recently ended
four fiscal quarters for which internal financial statements are available.


 


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


 


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


 


“Post-Increase
Revolver Lenders” has the meaning specified therefor in Section 2.14 of this Agreement.


 


“Pre-Increase
Revolver Lenders” has the meaning specified therefor in Section 2.14 of this Agreement.


 


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


 


“Pro
Rata Share” means, as of any date of determination:


 


(a)          with
respect to a Lender’s obligation to make all or a portion of the Revolving Loans, with respect to such Lender’s right
to receive payments of interest, fees, and principal with respect to the Revolving Loans, and with respect to all other computations
and other matters related to the Revolver Commitments or the Revolving Loans, the percentage obtained by dividing (i) the Revolving
Loan Exposure of such Lender, by (ii) the aggregate Revolving Loan Exposure of all Lenders,




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(b)          with
respect to a Lender’s obligation to participate in the Letters of Credit, with respect to such Lender’s obligation
to reimburse Issuing Bank, and with respect to such Lender’s right to receive payments of Letter of Credit Fees, and with
respect to all other computations and other matters related to the Letters of Credit, the percentage obtained by dividing (i)
the Revolving Loan Exposure of such Lender, by (ii) the aggregate Revolving Loan Exposure of all Lenders; provided, that
if all of the Revolving Loans have been repaid in full and all Revolver Commitments have been terminated, but Letters of Credit
remain outstanding, Pro Rata Share under this clause shall be the percentage obtained by dividing (A) the Letter of Credit Exposure
of such Lender, by (B) the Letter of Credit Exposure of all Lenders, and


 


(c)          with
respect to all other matters and for all other matters as to a particular Lender (including the indemnification obligations arising
under Section 15.7 of this Agreement), the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender,
by (ii) the aggregate Revolving Loan Exposure of all Lenders, in any such case as the applicable percentage may be adjusted by
assignments permitted pursuant to Section 13.1 of this Agreement; provided, that if all of the Loans have been repaid
in full and all Commitments have been terminated, Pro Rata Share under this clause shall be the percentage obtained by dividing
(A) the Letter of Credit Exposure of such Lender, by (B) the Letter of Credit Exposure of all Lenders.


 


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


 


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


 


“Purchase
Price” means, with respect to any Acquisition, an amount equal to the aggregate consideration, whether cash, property
or securities (including the fair market value of any Equity Interests of Parent issued in connection with such Acquisition and
including the maximum amount of Earn-Outs), paid or delivered by a Loan Party or one of its Subsidiaries in connection with such
Acquisition (whether paid at the closing thereof or payable thereafter and whether fixed or contingent), but excluding therefrom
(a) any cash of the seller and its Affiliates used to fund any portion of such consideration, and (b) any cash or Cash Equivalents
acquired in connection with such Acquisition.


 


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


 


“QFC
Credit Support” has the meaning specified therefor in Section 17.15 of this Agreement.


 


“Qualified
Capital Stock” means any Capital Stock that is not Disqualified Stock.


 


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


 


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


 


“Receivable
Reserves” means, as of any date of determination, those reserves that Agent deems necessary or appropriate, in its Permitted
Discretion and subject to Section 2.1(c), to establish and maintain (including Landlord Reserves for books and records
locations and reserves for rebates, discounts, warranty claims, and returns) with respect to the Eligible Accounts.




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


 


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


 


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


 


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


 


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


 


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


 


(e)          if the Indebtedness that is refinanced, renewed or extended was unsecured, such refinancing, renewal or extension shall be unsecured,
and


 


(f)           if the Indebtedness that is refinanced, renewed, or extended was secured (i) such refinancing, renewal, or extension shall be
secured by substantially the same or less collateral as secured such refinanced, renewed or extended Indebtedness on terms no
less favorable to Agent or the Lender Group and (ii) the Liens securing such refinancing, renewal or extension shall not have
a priority more senior than the Liens securing such Indebtedness that is refinanced, renewed or extended.


 


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


 


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


 


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




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“Related
Taxes” means, without duplication, (1) any franchise or similar taxes (other than, in each case, U.S. federal, state,
local, non-U.S. or other taxes imposed on or measured by income or net income and federal, state, local, or other withholding
taxes imposed by any government or other taxing authority on payments made by any Parent Entity) required to be paid by any Parent
Entity (a) to maintain its corporate existence or (b) by virtue of its being incorporated or having Capital Stock outstanding
(but not by virtue of owning stock or other equity interests of any corporation or other entity other than any Loan Party or any
of any Loan Party’s Subsidiaries) and (2) if and for so long as any Loan Party is a member of a group filing a consolidated,
combined, affiliated, unitary, or similar tax return with any Parent Entity, any U.S. federal, state, or local taxes measured
by income for which such Parent Entity is liable up to an amount not to exceed, with respect to U.S. federal taxes, the amount
of any such taxes that any Loan Party and its Subsidiaries would have been required to pay on a separate company basis or on a
consolidated basis as if any Loan Party had filed a consolidated return on behalf of an affiliated group (as defined in Section
1504 of the Internal Revenue Code) consisting only of any Loan Party and its Subsidiaries, or with respect to state and local
taxes, the amount of any such taxes that any Loan Party and its Subsidiaries would have been required to pay on a separate company
basis, or on a consolidated, combined, unitary, or affiliated basis as if any Loan Party had filed a consolidated, combined, unitary,
or affiliated tax return on behalf of such a group consisting only of any Loan Party and its Subsidiaries; provided that
distributions attributable to the income of any Unrestricted Subsidiary shall be permitted only to the extent that such Unrestricted
Subsidiary made distributions to any Loan Party or any Restricted Subsidiary for such purpose.


 


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


 


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


 


“Replacement
Assets” means, on any date, property or assets (other than current assets that are not purchased accounts receivable)
of a nature or type or that are used or useful in a Permitted Business (or an Investment in a Permitted Business), which shall
include the controlling or majority equity interest in any Person engaged in a Permitted Business.


 


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


 


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


 


“Required
Availability” means that Excess Availability exceeds $15,000,000.


 


“Required
Lenders” means, at any time, Lenders having or holding more than 50% of the aggregate Revolving Loan Exposure of all
Lenders; provided, that (a) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in the determination
of the Required Lenders, and (b) at any time there are two or more Lenders (who are not Affiliates of one another or Defaulting
Lenders), “Required Lenders” must include at least two Lenders (who are not Affiliates of one another).


 


“Reserves”
means, as of any date of determination, Inventory Reserves, Receivables Reserves, Bank Product Reserves, Eligible Cash Reserve
and those other reserves that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c),
including reserves with respect to (a) sums that any Loan Party or its Subsidiaries are required to pay under any Section of this
Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents
or other amounts payable under such leases) and has failed to pay, and (b) amounts owing by any Loan Party or its Subsidiaries
to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien
or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens
or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for
ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral.




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“Responsible
Officer” means the president, chief executive officer, chief financial officer, general counsel, treasurer, chief accounting
officer or any other Authorized Person of any Loan Party.


 


“Restricted
Payment” means (a) any declaration or payment of any dividend or the making of any other payment or distribution, directly
or indirectly, on account of Equity Interests issued by any Operating Loan Party or any of its Restricted Subsidiaries (including
any payment in connection with any merger or consolidation involving Parent) or to the direct or indirect holders of Equity Interests
issued by any Operating Loan Party or any of its Restricted Subsidiaries in their capacity as such (other than dividends or distributions
payable in Qualified Equity Interests issued by Parent or any of its Subsidiaries), or (b) any purchase, redemption, making of
any sinking fund or similar payment, or other acquisition or retirement for value (including in connection with any merger or
consolidation involving Parent) of any Equity Interests issued by any Operating Loan Party or any of its Restricted Subsidiaries,
or (c) any making of any payment to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights
to acquire Equity Interests of any Operating Loan Party or any of its Restricted Subsidiaries now or hereafter outstanding.


 


“Restricted
Subsidiary” of a Person means any direct or indirect Subsidiary of the referent Person that is not an Unrestricted Subsidiary.


 


“Revolver
Commitment” means, with respect to each Revolving Lender, its Revolver Commitment, and, with respect to all Revolving
Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Revolving Lender’s name
under the applicable heading on Schedule C-1 to this Agreement or in the Assignment and Acceptance or Increase Joinder
pursuant to which such Revolving Lender became a Revolving Lender under this Agreement, as such amounts may be reduced or increased
from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of this Agreement, and
as such amounts may be decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c)
hereof.


 


“Revolver
Usage” means, as of any date of determination, the sum of (a) the amount of outstanding Revolving Loans (inclusive of
Swing Loans and Protective Advances), plus (b) the amount of the Letter of Credit Usage.


 


“Revolving
Lender” means a Lender that has a Revolving Loan Exposure or Letter of Credit Exposure.


 


“Revolving
Loan Base Rate Margin” has the meaning set forth in the definition of Applicable Margin.


 


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




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“Revolving
Loan LIBOR Rate Margin” has the meaning set forth in the definition of Applicable Margin.


 


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


 


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


 


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


 


“Sanctions”
means individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral
sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including
those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by
OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the
United Nations Security Council, (c) the European Union or any European Union member state, (d) Her Majesty’s Treasury of
the United Kingdom, or (d) any other Governmental Authority with jurisdiction over any member of Lender Group or any Loan Party
or any of their respective Subsidiaries or Affiliates.


 


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


 


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


 


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


 


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


 


“Senior
Secured Notes” means those certain 8.625% Senior Secured Notes due 2026 issued by Parent pursuant to the Senior Secured
Notes Indenture in the original aggregate principal amount of $310,000,000, as amended, restated, modified and/or supplemented
on or prior to the Closing Date, and as the same may be further amended, restated modified and/or supplemented or refinanced in
connection with Refinancing Indebtedness from time to time in accordance with the terms hereof and thereof.


 


“Senior
Secured Notes Documents” means any and all agreements and guaranties relating to the Senior Secured Notes, including
but not limited to the Senior Secured Notes and the Senior Secured Notes Indenture, as amended, restated, modified and/or supplemented
or refinanced with Refinancing Indebtedness on or prior to the Closing Date, and as the same may be further amended, restated,
modified and/or supplemented from time to time in accordance with the terms hereof and thereof.




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“Senior
Secured Notes Indebtedness” means the Indebtedness and the other obligations owing to the Notes Collateral Agent, the
trustee under the Senior Secured Notes Indenture and holders of the Senior Secured Notes.


 


“Senior
Secured Notes Indenture” means that certain Indenture, dated as of the Closing Date, between Parent, the Borrower, as
issuer, and US Bank National Association, as trustee and Notes Collateral Agent, as amended, restated, modified and/or supplemented
on or prior to the Closing Date, and as the same may be further amended, restated, modified and/or supplemented from time to time
or refinanced with Refinancing Indebtedness in accordance with the terms hereof and thereof.


 


“Settlement”
has the meaning specified therefor in Section 2.3(e)(i) of this Agreement.


 


“Settlement
Date” has the meaning specified therefor in Section 2.3(e)(i) of this Agreement.


 


“Similar
Business” means (a) any businesses, services or activities engaged in by the Parent or any of its Subsidiaries or any
associates on the Closing Date, (b) any businesses, services and activities engaged in by the Parent or any of its Subsidiaries
or any associates that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions
or developments of any thereof, and (c) a Person conducting a business, service or activity specified in clauses (a) and (b),
and any Subsidiary thereof. For the avoidance of doubt, any Person that invests in or owns Capital Stock or Indebtedness of another
Person that is engaged in a Similar Business shall be deemed to be engaged in a Similar Business.


 


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


 


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


 


“Specified
Client A” means the client, as disclosed to Agent in writing on the Closing Date, with whom the Loan Parties had the
second highest amount of account receivables as of the Closing Date.


 


“Specified
Client B” means the client, as disclosed to Agent in writing on the Closing Date, with whom the Loan Parties had the
highest amount of account receivables as of the Closing Date.




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“Sponsor”
means Parallel49 Equity, ULC, Tricor Pacific Capital Partners (Fund IV), Limited Partnership and Tricor Pacific Capital Partners
(Fund IV) US, Limited Partnership, and, in each case, its Affiliates.


 


“Sponsor
Affiliated Entity” means Sponsor or any of its Affiliates (other than Loan Parties or their Subsidiaries and other than
operating portfolio companies of Sponsor and its Affiliates).


 


“Standard
Letter of Credit Practice” means, for Issuing Bank, any domestic or foreign law or letter of credit practices applicable
in the city in which Issuing Bank issued the applicable Letter of Credit or, for its branch or correspondent, such laws and practices
applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be, in each case,
(a) which letter of credit practices are of banks that regularly issue letters of credit in the particular city, and (b) which
laws or letter of credit practices are required or permitted under ISP or UCP, as chosen in the applicable Letter of Credit.


 


“Subordinated
Indebtedness” means any Indebtedness of any Loan Party or its Subsidiaries incurred from time to time that is subordinated
in right of payment to the Obligations and is subject to a Subordination Agreement or contains terms and conditions of subordination
that are acceptable to Agent.


 


“Subordination
Agreement” means any subordination agreement in favor of Agent with respect to Subordinated Indebtedness, which subordination
agreement shall be in form and content acceptable to Agent.


 


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


 


“Supermajority
Lenders” means, at any time, Revolving Lenders having or holding more than 66 2/3% of the aggregate Revolving Loan Exposure
of all Revolving Lenders; provided, that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded
in the determination of the Supermajority Lenders, and (ii) at any time there are two or more Revolving Lenders (who are not Affiliates
of one another), “Supermajority Lenders” must include at least two Revolving Lenders (who are not Affiliates of one
another or Defaulting Lenders).


 


“Supported
QFC” has the meaning specified therefor in Section 17.15 of this Agreement.


 


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


 


“Swing
Lender” means Wells Fargo or any other Lender that, at the request of Borrowers and with the consent of Agent agrees,
in such Lender’s sole discretion, to become the Swing Lender under Section 2.3(b) of this Agreement.


 


“Swing
Loan” has the meaning specified therefor in Section 2.3(b) of this Agreement.


 


“Swing
Loan Exposure” means, as of any date of determination with respect to any Lender, such Lender’s Pro Rata Share
of the Swing Loans on such date.




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


 


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


 


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


 


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


 


“Transactions”
means, collectively, (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party,
the incurrence of Loans on the Closing Date and the use of proceeds thereof, (b) the consummation of the transactions in respect
of the issuance of the Senior Secured Notes, and (c) the payment of all fees and expenses required to be paid by the Loan Parties
in connection with the foregoing in accordance with the terms of the Loan Documents and the Senior Secured Notes Documents.


 


“UCP”
means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, International
Chamber of Commerce Publication No. 600 and any version or revision thereof accepted by Issuing Bank for use.


 


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


 


“Unfinanced
Capital Expenditures” means Capital Expenditures (a) not financed with the proceeds of any incurrence of Indebtedness
(other than the incurrence of any Revolving Loans), the proceeds of any sale or issuance of Equity Interests or equity contributions,
the proceeds of any asset sale (other than the sale of Inventory in the ordinary course of business) or any insurance proceeds,
and (b) that are not reimbursed by a third person (excluding any Loan Party or any of its Affiliates) in the period such expenditures
are made pursuant to a written agreement.


 


“United
States” means the United States of America.


 


“Unrestricted
Subsidiary” means any Subsidiary of the Parent (and any Subsidiary of such Subsidiary) that is designated by the Board
of Directors of the Parent, as the case may be, as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors,
but only to the extent that such Subsidiary is not a Borrower or a Designated Subsidiary Guarantor or:


 


(1)
has no Indebtedness other than Non-Recourse Debt; or


 


(2)
has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Parent or any of its
Restricted Subsidiaries (other than through the pledge of Equity Interests in such Unrestricted Subsidiary).


 


“Unused
Line Fee” has the meaning specified therefor in Section 2.10(b) of this Agreement.




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“U.S.
Special Resolution Regimes” has the meaning specified therefor in Section 17.15 of this Agreement.


 


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


 


“Voting
Stock” of any specified Person as of any date means the Equity Interests of such Person that is at the time entitled
to vote in the election of the Board of Directors of such Person.


 


“Wholly
Owned Domestic Subsidiary” means a Domestic Subsidiary of Parent, all of the Equity Interests of which is owned by a
Borrower or a Guarantor.


 


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


 


1.2             
Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP;
provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to
eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation
of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision
hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application
thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement
that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers
after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change
took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this
Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements”
shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect
of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries on a consolidated
basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial
statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving
effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic
825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value
thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants
shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other
comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.


 


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




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


 


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


 


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




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1.7             
Divisions. For all purposes under
the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different
jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation
or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent
Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date
of its existence by the holders of its Equity Interests at such time.


 


1.8             
Certain Conditions. For purposes of determining compliance with any provision of this Agreement which requires the
calculation of EBITDA (including, without limitation, tests measured as a percentage of EBITDA), Fixed Charge Coverage Ratio or
Excess Availability with respect to any transaction, if such transaction was permitted under this Agreement based on such calculations
as of the date of such transaction, such transactions shall not constitute an Event of Default due to the fact that the applicable
test is not met in any subsequent period.


 


2.           LOANS AND TERMS OF PAYMENT.


 


2.1          Revolving Loans.


 


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


 


(i)           such Lender’s Revolver Commitment, or


 


(ii)          such Lender’s Pro Rata Share of an amount equal to the lesser of:


 


(A)       the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such
time, plus (z) the principal amount of Swing Loans outstanding at such time, and


 


(B)        the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by
Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less
(2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding
at such time.


 


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


 


(c)          Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any
time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves against the Borrowing Base or
the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth
in the definitions of Eligible Accounts, Eligible Inventory and Eligible In-Transit Inventory shall have a reasonable relationship
to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not
be duplicative of any other reserve established and currently maintained or eligibility criteria. Upon establishment or increase
in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may
be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists,
in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall
such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted
Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer
exists or has otherwise been adequately addressed by Borrowers.




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2.2          [Reserved].


 


2.3          Borrowing Procedures and Settlements.


 


(a)          Procedure
for Borrowing Revolving Loans. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent
(which may be delivered through Agent’s electronic platform or portal) and received by Agent no later than 2:00 p.m. (i)
on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan, (ii) on the Business Day that
is one Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the Business
Day that is three Business Days prior to the requested Funding Date in the case of all other requests, specifying (A) the amount
of such Borrowing, and (B) the requested Funding Date (which shall be a Business Day); provided, that Agent may, in its
sole discretion, elect to accept as timely requests that are received later than 2:00 p.m. on the applicable Business Day. All
Borrowing requests which are not made on-line via Agent’s electronic platform or portal shall be subject to (and unless
Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) Agent’s
authentication process (with results satisfactory to Agent) prior to the funding of any such requested Revolving Loan.


 


(b)          Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made
since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement
Date, plus the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole
discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any
such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan”
and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date
applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each
Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section
3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to
Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and
shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions
precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii)
the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine
whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto
prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations,
and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.




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(c)          Making of Revolving Loans.


 


(i)           In the event that Swing Lender is not obligated to make a Swing Loan, then after receipt of a request for a Borrowing pursuant
to Section 2.3(a)(i), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission,
of the requested Borrowing; such notification to be sent on the Business Day that is (A) in the case of a Base Rate Loan, at least
one Business Day prior to the requested Funding Date, or (B) in the case of a LIBOR Rate Loan, prior to 2:00 p.m. at least three
Business Days prior to the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business
Day that is one Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata
Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 1:00
p.m. on the Business Day that is the requested Funding Date. After Agent’s receipt of the proceeds of such Revolving Loans
from the Lenders, Agent shall make the proceeds thereof available to Borrowers on the applicable Funding Date by transferring
immediately available funds equal to such proceeds received by Agent to the Designated Account (or, in the case of the proceeds
received on the Closing Date, in accordance with the Disbursement Letter); provided, that subject to the provisions of
Section 2.3(d)(ii), no Lender shall have an obligation to make any Revolving Loan, if (1) one or more of the applicable
conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing
unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.


 


(ii)          Unless Agent receives notice from a Lender prior to 12:30 p.m. on the Business Day that is the requested Funding Date relative
to a requested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available
as and when required hereunder to Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing,
Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding
Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers a corresponding
amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available
to Agent in immediately available funds and if Agent has made available to Borrowers such amount on the requested Funding Date,
then such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in
immediately available funds, to Agent’s Account, no later than 1:00 p.m. on the Business Day that is the first Business
Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such Borrowing for
the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required
to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrowers
such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting
Lender Rate for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect
to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender
is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s Revolving Loan
for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date,
Agent will notify Administrative Borrower of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to
Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate
per annum equal to the interest rate applicable at the time to the Revolving Loans composing such Borrowing.


 


(d)          Protective
Advances and Optional Overadvances.


 


(i)           Any contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to Section 2.3(d)(iv)),
at any time (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) that any of the other
applicable conditions precedent set forth in Section 3 are not satisfied, Agent hereby is authorized by Borrowers and the
Lenders, from time to time, in Agent’s sole discretion, to make Revolving Loans to, or for the benefit of, Borrowers, on
behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect
the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank
Product Obligations) (the Revolving Loans described in this Section 2.3(d)(i) shall be referred to as “Protective
Advances”). Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders
delivering written notice of such revocation to Agent. Any such revocation shall become effective prospectively upon Agent’s
receipt thereof. Notwithstanding the foregoing, the aggregate amount of all Protective Advances outstanding at any one time shall
not exceed 10% of the Borrowing Base.




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(ii)          Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent or Swing
Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally,
continue to make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created
thereby, so long as (A) after giving effect to such Revolving Loans, the outstanding Revolver Usage does not exceed the Borrowing
Base by more than 10% of the Borrowing Base, and (B) subject to Section 2.3(d)(iv) below, after giving effect to such Revolving
Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender
Group Expenses) does not exceed the Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage
exceeds the amounts permitted by this Section 2.3(d), regardless of the amount of, or reason for, such excess, Agent shall
notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and
excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior
notice would result in imminent harm to the Collateral or its value, in which case Agent may make such Overadvances and provide
notice as promptly as practicable thereafter), and the Lenders with Revolver Commitments thereupon shall, together with Agent,
jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time,
the outstanding principal amount of the Revolving Loans to Borrowers to an amount permitted by the preceding sentence. In such
circumstances, if any Lender with a Revolver Commitment objects to the proposed terms of reduction or repayment of any Overadvance,
the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. In any
event, if any Overadvance not otherwise made or permitted pursuant to this Section 2.3(d)(ii) remains outstanding for more
than 30 days, unless otherwise agreed to by the Required Lenders, Borrowers shall immediately repay Revolving Loans in an amount
sufficient to eliminate all such Overadvances not otherwise made or permitted to this Section 2.3(d). The foregoing provisions
are meant for the benefit of the Lenders and Agent and are not meant for the benefit of Borrowers, which shall continue to be
bound by the provisions of Section 2.4(e). Agent’s and Swing Lender’s authorization to make intentional Overadvances
may be revoked at any time by the Required Lenders delivering written notice of such revocation to Agent. Any such revocation
shall become effective prospectively upon Agent’s receipt thereof.


 


(iii)         Each Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be deemed to be a Revolving
Loan hereunder, except that no Extraordinary Advance shall be eligible to be a LIBOR Rate Loan. Prior to Settlement of any Extraordinary
Advance, all payments with respect thereto, including interest thereon, shall be payable to Agent solely for its own account.
Each Revolving Lender shall be obligated to settle with Agent as provided in Section 2.3(e) (or Section 2.3(g),
as applicable) for the amount of such Lender’s Pro Rata Share of any Extraordinary Advance. The Extraordinary Advances shall
be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable
from time to time to Revolving Loans that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive
benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) in any way.




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(iv)         Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, no Extraordinary Advance may
be made by Agent if such Extraordinary Advance would cause the aggregate Revolver Usage to exceed the Maximum Revolver Amount
or any Lender’s Pro Rata Share of the Revolver Usage to exceed such Lender’s Revolver Commitments; provided,
that Agent may make Extraordinary Advances in excess of the foregoing limitations so long as such Extraordinary Advances that
cause the aggregate Revolver Usage to exceed the Maximum Revolver Amount or a Lender’s Pro Rata Share of the Revolver Usage
to exceed such Lender’s Revolver Commitments are for Agent’s sole and separate account and not for the account of
any Lender. No Lender shall have an obligation to settle with Agent for such Extraordinary Advances that cause the aggregate Revolver
Usage to exceed the Maximum Revolver Amount or a Lender’s Pro Rata Share of the Revolver Usage to exceed such Lender’s
Revolver Commitments as provided in Section 2.3(e) (or Section 2.3(g), as applicable).


 


(e)          Settlement.
It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to equal, at all times,
such Lender’s Pro Rata Share of the outstanding Revolving Loans. Such agreement notwithstanding, Agent, Swing Lender, and
the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate the administration
of this Agreement and the other Loan Documents, settlement among the Lenders as to the Revolving Loans (including Swing Loans
and Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions:


 


(i)           Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis
if so determined by Agent in its sole discretion (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2)
for itself, with respect to the outstanding Extraordinary Advances, and (3) with respect to any Loan Party’s or any of their
Subsidiaries’ payments or other amounts received, as to each by notifying the Lenders by telecopy, telephone, or other similar
form of transmission, of such requested Settlement, no later than 5:00 p.m. on the Business Day immediately prior to the date
of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice
of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans (including Swing Loans and
Extraordinary Advances) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including
Section 2.3(g)): (y) if the amount of the Revolving Loans (including Swing Loans and Extraordinary Advances) made by a
Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans
and Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 3:00 p.m. on the Settlement Date, transfer
in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such
Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including
Swing Loans and Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Swing Loans and Extraordinary
Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary
Advances) as of a Settlement Date, such Lender shall no later than 3:00 p.m. on the Settlement Date transfer in immediately available
funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement
Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances). Such amounts made available
to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans
or Extraordinary Advances and, together with the portion of such Swing Loans or Extraordinary Advances representing Swing Lender’s
Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by
any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover
for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.




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(ii)          In determining whether a Lender’s balance of the Revolving Loans (including Swing Loans and Extraordinary Advances) is less
than, equal to, or greater than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary
Advances) as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments
actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders
hereunder, and proceeds of Collateral.


 


(iii)         Between Settlement Dates, Agent, to the extent Extraordinary Advances or Swing Loans are outstanding, may pay over to Agent or
Swing Lender, as applicable, any payments or other amounts received by Agent, that in accordance with the terms of this Agreement
would be applied to the reduction of the Revolving Loans, for application to the Extraordinary Advances or Swing Loans. Between
Settlement Dates, Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender
any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction
of the Revolving Loans, for application to Swing Lender’s Pro Rata Share of the Revolving Loans. If, as of any Settlement
Date, payments or other amounts of the Loan Parties or their Subsidiaries received since the then immediately preceding Settlement
Date have been applied to Swing Lender’s Pro Rata Share of the Revolving Loans other than to Swing Loans, as provided for
in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders
(other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding
Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement
Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, Swing Lender with respect to Swing
Loans, Agent with respect to Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Swing Loans
and Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the
daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.


 


(iv)         Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent
shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect
to implement the provisions set forth in Section 2.3(g).


 


(f)          Notation.
Consistent with Section 13.1(h), Agent, as a non-fiduciary agent for Borrowers, shall maintain a register showing the principal
amount and stated interest of the Revolving Loans, owing to each Lender, including the Swing Loans owing to Swing Lender, and
Extraordinary Advances owing to Agent, and the interests therein of each Lender, from time to time and such register shall, absent
manifest error, conclusively be presumed to be correct and accurate.




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(g)         Defaulting Lenders.


 


(i)           Notwithstanding the provisions of Section 2.4(b)(iii), Agent shall not be obligated to transfer to a Defaulting Lender
any payments made by Borrowers to Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise
be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer
any such payments (A) first, to Agent to the extent of any Extraordinary Advances that were made by Agent and that were required
to be, but were not, paid by Defaulting Lender, (B) second, to Swing Lender to the extent of any Swing Loans that were made by
Swing Lender and that were required to be, but were not, paid by the Defaulting Lender, (C) third, to Issuing Bank, to the extent
of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (D) fourth,
to each Non-Defaulting Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulting
Lender’s portion of a Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting Lender), (E)
fifth, in Agent’s sole discretion, to a suspense account maintained by Agent, the proceeds of which shall be retained by
Agent and may be made available to be re-advanced to or for the benefit of Borrowers (upon the request of Borrowers and subject
to the conditions set forth in Section 3.2) as if such Defaulting Lender had made its portion of Revolving Loans (or other
funding obligations) hereunder, and (F) sixth, from and after the date on which all other Obligations have been paid in full,
to such Defaulting Lender in accordance with tier (L) of Section 2.4(b)(iii). Subject to the foregoing, Agent may hold
and, in its discretion, re-lend to Borrowers for the account of such Defaulting Lender the amount of all such payments received
and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with
respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating
the fee payable under Section 2.10(b), such Defaulting Lender shall be deemed not to be a “Lender” and such
Lender’s Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any of the matters
governed by Section 14.1(a)(i) through (iii). The provisions of this Section 2.3(g) shall remain effective
with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, Agent, Issuing
Bank, and Borrowers shall have waived, in writing, the application of this Section 2.3(g) to such Defaulting Lender, or
(z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent
all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by
Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long
as no Event of Default has occurred and is continuing, any remaining cash collateral held by Agent pursuant to Section 2.3(g)(ii)
shall be released to Borrowers). The operation of this Section 2.3(g) shall not be construed to increase or otherwise
affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its
duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder
to Agent, Issuing Bank, or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts
that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall
entitle Borrowers, at their option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment
of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of
such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute
and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed
to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations
(other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect
thereof, and (2) an assumption of its Pro Rata Share of its participation in the Letters of Credit); provided, that any
such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’
or Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.
In the event of a direct conflict between the priority provisions of this Section 2.3(g) and any other provision contained
in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together
and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict
that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3(g) shall control and govern.


 


(ii)          If any Swing Loan or Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender, then:


 


(A)       such Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure shall be reallocated among the Non-Defaulting
Lenders in accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all Non-Defaulting Lenders’
Pro Rata Share of Revolver Usage plus such Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure does not
exceed the total of all Non-Defaulting Lenders’ Revolver Commitments and (y) the conditions set forth in Section 3.2
are satisfied at such time;




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(B)        if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one Business
Day following notice by the Agent (x) first, prepay such Defaulting Lender’s Swing Loan Exposure (after giving effect to
any partial reallocation pursuant to clause (A) above), and (y) second, cash collateralize such Defaulting Lender’s Letter
of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to the Agent, for so long as such Letter of Credit
Exposure is outstanding; provided, that Borrowers shall not be obligated to cash collateralize any Defaulting Lender’s
Letter of Credit Exposure if such Defaulting Lender is also Issuing Bank;


 


(C)        if Borrowers cash collateralize any portion of such Defaulting Lender’s Letter of Credit Exposure pursuant to this Section
2.3(g)(ii), Borrowers shall not be required to pay any Letter of Credit Fees to Agent for the account of such Defaulting Lender
pursuant to Section 2.6(b) with respect to such cash collateralized portion of such Defaulting Lender’s Letter of
Credit Exposure during the period such Letter of Credit Exposure is cash collateralized;


 


(D)       to the extent the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.3(g)(ii),
then the Letter of Credit Fees payable to the Non-Defaulting Lenders pursuant to Section 2.6(b) shall be adjusted in accordance
with such Non-Defaulting Lenders’ Letter of Credit Exposure;


 


(E)        to the extent any Defaulting Lender’s Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant
to this Section 2.3(g)(ii), then, without prejudice to any rights or remedies of Issuing Bank or any Lender hereunder,
all Letter of Credit Fees that would have otherwise been payable to such Defaulting Lender under Section 2.6(b) with respect
to such portion of such Letter of Credit Exposure shall instead be payable to Issuing Bank until such portion of such Defaulting
Lender’s Letter of Credit Exposure is cash collateralized or reallocated;


 


(F)        so long as any Lender is a Defaulting Lender, the Swing Lender shall not be required to make any Swing Loan and Issuing Bank shall
not be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) the Defaulting Lender’s
Pro Rata Share of such Swing Loans or Letter of Credit cannot be reallocated pursuant to this Section 2.3(g)(ii), or (y)
the Swing Lender or Issuing Bank, as applicable, has not otherwise entered into arrangements reasonably satisfactory to the Swing
Lender or Issuing Bank, as applicable, and Borrowers to eliminate the Swing Lender’s or Issuing Bank’s risk with respect
to the Defaulting Lender’s participation in Swing Loans or Letters of Credit; and


 


(G)        Agent may release any cash collateral provided by Borrowers pursuant to this Section 2.3(g)(ii) to Issuing Bank and Issuing
Bank may apply any such cash collateral to the payment of such Defaulting Lender’s Pro Rata Share of any Letter of Credit
Disbursement that is not reimbursed by Borrowers pursuant to Section 2.11(d). Subject to Section 17.14, no reallocation
hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that
Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s
increased exposure following such reallocation.




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(h)          Independent Obligations. All Revolving Loans (other than Swing Loans and Extraordinary Advances) shall be made by the Lenders
contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any
failure by any other Lender to perform its obligation to make any Revolving Loan (or other extension of credit) hereunder, nor
shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations
hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations
hereunder.


 


2.4          Payments;
Reductions of Commitments; Prepayments.


 


(a)          Payments
by Borrowers.


 


(i)           Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account
of the Lender Group and shall be made in immediately available funds, no later than 4:30 p.m. on the date specified herein; provided
that, for the avoidance of doubt, any payments deposited into a Controlled Account (as defined the Guaranty and Security Agreement)
shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to Agent’s
Account prior to 4:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent’s
Account later than 4:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it
on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following
Business Day.


 


(ii)          Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not
make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full
to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption,
distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers
do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount
distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount
is distributed to such Lender until the date repaid.


 


(b)          Apportionment and Application.


 


(i)           So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting
Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the
unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses
received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of Issuing
Bank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which
a particular fee or expense relates.


 


(ii)          Subject to Section 2.4(b)(v), Section 2.4(d)(ii), and Section 2.4(e), and subject to the ABL/Notes Intercreditor
Agreement, all payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments, and all proceeds of
Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing and except as otherwise
provided herein with respect to Defaulting Lenders, to reduce the balance of the Revolving Loans outstanding and, thereafter,
to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.




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


 


(A)         first,
to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents
and to pay interest and principal on Extraordinary Advances that are held solely by Agent pursuant to the terms of Section
2.3(d)(iv), until paid in full,


 


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


 


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


 


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


 


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


 


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


 


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


 


(H)          eighth, to pay the principal of all Swing Loans, until paid in full,


 


(I)           ninth, ratably, to pay interest accrued in respect of the Revolving Loans (other than Protective Advances and Swing Loans,
until paid in full,


 


(J)           tenth,


 


i.           ratably, to pay the principal of all Revolving Loans (other than Protective Advances and Swing Loans) until paid in full,


 


ii.          to Agent, to be held by Agent, for the benefit of Issuing Bank (and for the ratable benefit of each of the Lenders that have an
obligation to pay to Agent, for the account of Issuing Bank, a share of each Letter of Credit Disbursement), as cash collateral
in an amount up to 105% of the Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be
applied to the reimbursement of any Letter of Credit Disbursement as and when such disbursement occurs and, if a Letter of Credit
expires undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable
law, be reapplied pursuant to this Section 2.4(b)(iii), beginning with tier (A) hereof),




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iii.         ratably, up to the amount (after taking into account any amounts previously paid pursuant to this clause iii. during the continuation
of the applicable Application Event) of the most recently established Bank Product Reserve, which amount was established prior
to the occurrence of, and not in contemplation of, the subject Application Event, (after taking into account any amounts previously
paid pursuant to this clause iii. during the continuation of the applicable Application Event), to (I) the Bank Product Providers
based upon amounts then certified by each applicable Bank Product Provider to Agent (in form and substance satisfactory to Agent)
to be due and payable to such Bank Product Provider on account of Bank Product Obligations (but not in excess of the Bank Product
Reserve established for the Bank Product Obligations of such Bank Product Provider), and (II) with any balance to be paid to Agent,
to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released
by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of
any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when
such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise
satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to
this Section 2.4(b)(iii), beginning with tier (A) hereof


 


(K)       eleventh,
to pay any other Obligations other than Obligations owed to Defaulting Lenders (including being paid, ratably, to the Bank Product
Providers on account of all amounts then due and payable in respect of Bank Product Obligations, with any balance to be paid to
Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may
be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement
of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when
such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise
satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to
this Section 2.4(b)(iii), beginning with tier (A) hereof),


 


(L)        twelfth, ratably to pay any Obligations owed to Defaulting Lenders; and


 


(M)      thirteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable
law.


 


(iv)         Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing,
such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).


 


(v)          In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(ii) shall not apply to
any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable
(or prepayable) under any provision of this Agreement or any other Loan Document.


 


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


 


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




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(c)          Reduction of Commitments. The Revolver Commitments shall terminate on the Maturity Date or earlier termination thereof
pursuant to the terms of this Agreement.  Borrowers may reduce the Revolver Commitments, without premium or penalty, to an
amount (which may be zero) not less than the sum of (A) the Revolver Usage as of such date, plus (B) the principal
amount of all Revolving Loans not yet made as to which a request has been given by Borrowers under Section 2.3(a), plus
(C) the amount of all Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to Section
2.11(a).  Each such reduction shall be in an amount which is not less than $1,000,000 (unless the Revolver Commitments
are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than
$1,000,000), shall be made by providing not less than ten Business Days prior written notice to Agent, and shall be irrevocable. 
The Revolver Commitments, once reduced, may not be increased.  Each such reduction of the Revolver Commitments shall reduce
the Revolver Commitments of each Lender proportionately in accordance with its ratable share thereof.  In connection with
any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin
Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly
executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to
enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.


 


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


 


(e)          Mandatory Prepayments.


 


(i)           Borrowing
Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the
Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as
adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall promptly, but in any
event, within one Business Day, prepay the outstanding principal of the Obligations in accordance with Section 2.4(f) in
an aggregate amount equal to the amount of such excess.


 


(ii)          [Reserved].


 


(iii)         Dispositions. Immediately upon any sale or other disposition of ABL Priority Collateral not in the ordinary course of business
by any Loan Party or its Subsidiaries or not otherwise permitted pursuant to Section 6.4, if a Cash Dominion Period exists,
Borrowers shall prepay the outstanding principal of the Revolving Loans in accordance with Section 2.4(f) in an amount
equal to one hundred percent (100%) of the net cash proceeds received by such Person in connection with such sale or disposition.


 


(iv)         Extraordinary Receipts. Within one Business Day of the date of receipt by any Loan Party or any of its Subsidiaries of
any Extraordinary Receipts in excess of $500,000, if a Cash Dominion Period exists, Borrowers shall prepay the outstanding principal
amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Extraordinary Receipts,
net of any reasonable expenses incurred in collecting such Extraordinary Receipts.




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(v)          Indebtedness. Within one Business Day of the date of incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness
(other than Permitted Indebtedness) in excess of $500,000, if a Cash Dominion Period exists, Borrowers shall prepay the outstanding
principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of the Net Cash Proceeds
in excess of $500,000 received by such Person in connection with such incurrence. The provisions of this Section 2.4(e)(v)
shall not be deemed to be implied consent to any such incurrence otherwise prohibited by the terms of this Agreement.


 


(f)           Application of Payments.


 


(i)           Each prepayment pursuant to Section 2.4(e)(i) shall, (A) so long as no Application Event shall have occurred
and be continuing, be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full, and
second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then outstanding Letter of Credit
Usage, and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(iii).


 


(ii)          Each prepayment pursuant to Section 2.4(e)(iii), 2.4(e)(iv), or 2.4(e)(v) shall (A) so long as no Application
Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Revolving Loans
(with a corresponding permanent reduction in the Maximum Revolver Amount), until paid in full, and second, to cash collateralize
the Letters of Credit in an amount equal to 105% of the then outstanding Letter of Credit Usage (without a corresponding permanent
reduction in the Maximum Revolver Amount); provided that such cash collateral shall be returned to Borrowers promptly if
an Overadvance does not exist (or after an Overadvance no longer exists) upon delivery to Agent of a written request of Administrative
Borrower requesting the return of such cash collateral, and (B) if an Application Event shall have occurred and be continuing,
be applied in the manner set forth in Section 2.4(b)(iii).


 


2.5          Promise
to Pay; Promissory Notes.


 


(a)          Borrowers agree to pay the Lender Group Expenses on the earlier of (i) the first day of the month following the date on which
the applicable Lender Group Expenses were first incurred, or (ii) five (5) days after the date on which demand therefor is made
by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account
pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes
of this subclause (ii)). Borrowers promise to pay all of the Obligations (including principal, interest, premiums, if any, fees,
costs, and expenses (including Lender Group Expenses)) in full on the Maturity Date or, if earlier, on the date on which the Obligations
(other than the Bank Product Obligations) become due and payable pursuant to the terms of this Agreement. Borrowers agree that
their obligations contained in the first sentence of this Section 2.5(a) shall survive payment or satisfaction in full
of all other Obligations.


 


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




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2.6          Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.


 


(a)          Interest
Rates. Except as provided in Section 2.6(c) and Section 2.12(d), all Obligations (except for undrawn Letters
of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest as follows:


 


(i)           if the relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR
Rate Margin, and


 


(ii)          otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin.


 


(b)          Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Revolving Lenders), a Letter of Credit
fee (the “Letter of Credit Fee”) (which fee shall be in addition to the fronting fees and commissions, other
fees, charges and expenses set forth in Section 2.11(k)) that shall accrue at a per annum rate equal to the LIBOR
Rate Margin times the times the average amount of the Letter of Credit Usage during the immediately preceding month (or
portion thereof).


 


(c)          Default Rate. (i) Automatically upon the occurrence and during the continuation of an Event of Default under Section
8.4 or 8.5 and (ii) upon the occurrence and during the continuation of any other Event of Default (other than an Event
of Default under Section 8.4 or 8.5), at the direction of Agent or the Required Lenders, and upon written notice
by Agent to Borrowers of such direction (provided, that such notice shall not be required for any Event of Default under
Section 8.1), (A) all Loans and all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan
Account pursuant to the terms hereof shall bear interest at a per annum rate equal to two percentage points above the per
annum rate otherwise applicable thereunder, and (B) the Letter of Credit Fee shall be increased to two percentage points above
the per annum rate otherwise applicable hereunder.


 


(d)          Payment. Except to the extent provided to the contrary in Section 2.10, Section 2.11(k) or Section 2.12(a),
(i) all interest and all other fees payable hereunder or under any of the other Loan Documents (other than Letter of Credit Fees)
shall be due and payable, in arrears, on the first day of each month, (ii) all Letter of Credit Fees payable hereunder, and all
fronting fees and all commissions, other fees, charges and expenses provided for in Section 2.11(k) shall be due and payable,
in arrears, on the first Business Day of each month, and (iii) all costs and expenses payable hereunder or under any of the other
Loan Documents, and all other Lender Group Expenses shall be due and payable on (x) with respect to Lender Group Expenses outstanding
as of the Closing Date, the Closing Date, and (y) otherwise, the earlier of (A) the first day of the
month following the date on which the applicable costs, expenses, or Lender Group Expenses were first incurred, or (B) the date
on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender
Group Expenses to the Loan Account pursuant to the provisions of the following sentence shall be deemed to constitute a demand
for payment thereof for the purposes of this subclause (y)). Borrowers hereby authorize Agent, from time to time without
prior notice to Borrowers, to charge to the Loan Account (A) on the first day of each month, all interest accrued during the prior
month on the Revolving Loans hereunder, (B) on the first Business Day of each month, all Letter of Credit Fees accrued or chargeable
hereunder during the prior month, (C) as and when incurred or accrued, all fees and costs provided for in Section 2.10(a)
or (c), (D) on the first day of each month, the Unused Line Fee accrued during the prior month pursuant to Section
2.10(b), (E) as and when due and payable, all other fees payable hereunder or under any of the other Loan Documents, (F) on
the Closing Date and thereafter as and when incurred or accrued, all other Lender Group Expenses, and (G) as and when due and
payable all other payment obligations payable under any Loan Document or any Bank Product Agreement (including any amounts due
and payable to the Bank Product Providers in respect of Bank Products). All amounts (including interest, fees, costs, expenses,
Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement)
charged to the Loan Account shall thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and
shall initially accrue interest at the rate then applicable to Revolving Loans that are Base Rate Loans (unless and until converted
into LIBOR Rate Loans in accordance with the terms of this Agreement).




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


 


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


 


2.7          Crediting
Payments. The receipt of any payment item by Agent shall not be required to be considered a payment on account unless
such payment item is a wire transfer of immediately available funds made to Agent’s Account or unless and until such payment
item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers
shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained
herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into Agent’s Account on
a Business Day on or before 4:30 p.m. If any payment item is received into Agent’s Account on a non-Business Day or after
4:30 p.m. on a Business Day (unless Agent, in its sole discretion, elects to credit it on the date received), it shall be deemed
to have been received by Agent as of the opening of business on the immediately following Business Day.


 


2.8          Designated Account. Agent is authorized to make the Revolving Loans and Issuing Bank is authorized to issue the
Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized
Person or, without instructions, if pursuant to Section 2.6(d). Borrowers agree to establish and maintain the Designated
Account with the Designated Account Bank for the purpose of receiving the proceeds of the Revolving Loans requested by Borrowers
and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrowers, any Revolving Loan or Swing Loan requested
by Borrowers and made by Agent or the Lenders hereunder shall be made to the Designated Account.


 


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




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2.10        Fees.


 


(a)          Agent
Fees. Borrowers shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Fee Letter,
the fees set forth in the Fee Letter.


 


(b)          Unused Line Fee. Borrowers shall pay to Agent, for the ratable account of the Revolving Lenders, an unused line fee (the
 “Unused Line Fee”) in an amount equal to (i) if the Average Revolver Usage during the immediately preceding
month (or portion thereof) is greater than 50% of the Maximum Revolver Amount, 0.375% per annum times the result of (A) the aggregate
amount of the Revolver Commitments, less (B) the Average Revolver Usage during the immediately preceding month (or portion thereof),
or (ii) if the Average Revolver Usage during the immediately preceding month (or portion thereof) is less than or equal to 50%
of the Maximum Revolver Amount, 0.50% per annum times the result of (A) the aggregate amount of the Revolver Commitments, less
(B) the Average Revolver Usage during the immediately preceding month (or portion thereof). The Unused Line Fee shall be due and
payable, in arrears, on the first day of each month from and after the Closing Date up to the first day of the month prior to
the date on which the Obligations are paid in full and on the date on which the Obligations are paid in full.


 


(c)          Field Examination and Other Fees. Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to
Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee
of $1,000 per day, per examiner, plus reasonable and documented out-of-pocket expenses (including travel, meals,
and lodging) for each field examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent, and (ii) the
fees, charges or expenses paid or incurred by Agent if it elects to employ the services of one or more third Persons to appraise
the Collateral, or any portion thereof, or to assess any Loan Party’s or its Subsidiaries’ business valuation.


 


2.11        Letters
of Credit.


 


(a)               
Subject to the terms and conditions of this Agreement, upon the request and for the account of Borrowers made in accordance herewith,
and prior to the Maturity Date, Issuing Bank agrees to issue a requested standby Letter of Credit or a sight commercial Letter
of Credit to or for the benefit of the Loan Parties or their Subsidiaries. By submitting a request to Issuing Bank for the issuance
of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Bank issue the requested Letter of Credit. Each
request for the issuance of a Letter of Credit, or the amendment or extension of any outstanding Letter of Credit, shall be (i)
irrevocable and made in writing by an Authorized Person, (ii) delivered to Agent and Issuing Bank via telefacsimile or other electronic
method of transmission reasonably acceptable to Agent and Issuing Bank and reasonably in advance of the requested date of issuance,
amendment or extension, and (iii) subject to Issuing Bank’s authentication procedures with results satisfactory to Issuing
Bank. Each such request shall be in form and substance reasonably satisfactory to Agent and Issuing Bank and (i) shall specify
(A) the amount of such Letter of Credit, (B) the date of issuance, amendment or extension of such Letter of Credit, (C) the proposed
expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other
information (including, the conditions to drawing, and, in the case of an amendment or extension, identification of the Letter
of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit,
and (ii) shall be accompanied by such Issuer Documents as Agent or Issuing Bank may request or require, to the extent that such
requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for Letters of Credit in
similar circumstances. Issuing Bank’s records of the content of any such request will be conclusive. Anything contained
herein to the contrary notwithstanding, Issuing Bank may, but shall not be obligated to, issue a Letter of Credit that supports
the obligations of a Loan Party or one of its Subsidiaries in respect of (x) a lease of real property to the extent that the face
amount of such Letter of Credit exceeds the highest rent (including all rent-like charges) payable under such lease for a period
of one year, or (y) an employment contract to the extent that the face amount of such Letter of Credit exceeds the highest compensation
payable under such contract for a period of one year.




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(b)          Issuing Bank shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to
the requested issuance:


 


(i)           the Letter of Credit Usage would exceed the Letter of Credit Sublimit, or


 


(ii)          [reserved], or


 


(iii)         the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Revolving Loans
(including Swing Loans), or


 


(iv)         the Letter of Credit Usage would exceed the Borrowing Base at such time less the outstanding principal balance of
the Revolving Loans (inclusive of Swing Loans) at such time.


 


(c)          In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, Issuing Bank shall
not be required to issue or arrange for such Letter of Credit to the extent (i) the Defaulting Lender’s Letter of Credit
Exposure with respect to such Letter of Credit may not be reallocated pursuant to Section 2.3(g)(ii), or (ii) Issuing Bank
has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate Issuing Bank’s risk
with respect to the participation in such Letter of Credit of the Defaulting Lender, which arrangements may include Borrowers
cash collateralizing such Defaulting Lender’s Letter of Credit Exposure in accordance with Section 2.3(g)(ii). Additionally,
Issuing Bank shall have no obligation to issue or extend a Letter of Credit if (A) any order, judgment, or decree of any Governmental
Authority or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Bank from issuing such Letter of Credit, or
any law applicable to Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over Issuing Bank shall prohibit or request that Issuing Bank refrain from the issuance of letters
of credit generally or such Letter of Credit in particular, (B) the issuance of such Letter of Credit would violate one or more
policies of Issuing Bank applicable to letters of credit generally, or (C) if amounts demanded to be paid under any Letter of
Credit will not or may not be in United States Dollars.


 


(d)          Any Issuing Bank (other than Wells Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day
prior to the Business Day on which such Issuing Bank issues any Letter of Credit. In addition, each Issuing Bank (other than Wells
Fargo or any of its Affiliates) shall, on the first Business Day of each week, submit to Agent a report detailing the daily undrawn
amount of each Letter of Credit issued by such Issuing Bank during the prior calendar week. Each Letter of Credit shall be in
form and substance reasonably acceptable to Issuing Bank, including the requirement that the amounts payable thereunder must be
payable in Dollars. If Issuing Bank makes a payment under a Letter of Credit, Borrowers shall pay to Agent an amount equal to
the applicable Letter of Credit Disbursement on the Business Day such Letter of Credit Disbursement is made and, in the absence
of such payment, the amount of the Letter of Credit Disbursement immediately and automatically shall be deemed to be a Revolving
Loan hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and, initially,
shall bear interest at the rate then applicable to Revolving Loans that are Base Rate Loans. If a Letter of Credit Disbursement
is deemed to be a Revolving Loan hereunder, Borrowers’ obligation to pay the amount of such Letter of Credit Disbursement
to Issuing Bank shall be automatically converted into an obligation to pay the resulting Revolving Loan. Promptly following receipt
by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to Issuing Bank or, to
the extent that Revolving Lenders have made payments pursuant to Section 2.11(e) to reimburse Issuing Bank, then to such
Revolving Lenders and Issuing Bank as their interests may appear.




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(e)         Promptly following receipt of a notice of a Letter of Credit Disbursement pursuant to Section 2.11(d), each Revolving
Lender agrees to fund its Pro Rata Share of any Revolving Loan deemed made pursuant to Section 2.11(d) on the same terms
and conditions as if Borrowers had requested the amount thereof as a Revolving Loan and Agent shall promptly pay to Issuing Bank
the amounts so received by it from the Revolving Lenders. By the issuance of a Letter of Credit (or an amendment or extension
of a Letter of Credit) and without any further action on the part of Issuing Bank or the Revolving Lenders, Issuing Bank shall
be deemed to have granted to each Revolving Lender, and each Revolving Lender shall be deemed to have purchased, a participation
in each Letter of Credit issued by Issuing Bank, in an amount equal to its Pro Rata Share of such Letter of Credit, and each such
Revolving Lender agrees to pay to Agent, for the account of Issuing Bank, such Revolving Lender’s Pro Rata Share of any
Letter of Credit Disbursement made by Issuing Bank under the applicable Letter of Credit. In consideration and in furtherance
of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of Issuing
Bank, such Revolving Lender’s Pro Rata Share of each Letter of Credit Disbursement made by Issuing Bank and not reimbursed
by Borrowers on the date due as provided in Section 2.11(d), or of any reimbursement payment that is required to be refunded
(or that Agent or Issuing Bank elects, based upon the advice of counsel, to refund) to Borrowers for any reason. Each Revolving
Lender acknowledges and agrees that its obligation to deliver to Agent, for the account of Issuing Bank, an amount equal to its
respective Pro Rata Share of each Letter of Credit Disbursement pursuant to this Section 2.11(e) shall be absolute and
unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default
or the failure to satisfy any condition set forth in Section 3. If any such Revolving Lender fails to make available to
Agent the amount of such Revolving Lender’s Pro Rata Share of a Letter of Credit Disbursement as provided in this Section,
such Revolving Lender shall be deemed to be a Defaulting Lender and Agent (for the account of Issuing Bank) shall be entitled
to recover such amount on demand from such Revolving Lender together with interest thereon at the Defaulting Lender Rate until
paid in full.


 


(f)          Each Borrower agrees to indemnify, defend and hold harmless each member of the Lender Group (including Issuing Bank and its branches,
Affiliates, and correspondents) and each such Person’s respective directors, officers, employees, attorneys and agents (each,
including Issuing Bank, a “Letter of Credit Related Person”) (to the fullest extent permitted by law) from
and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and
damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually
incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred
and irrespective of whether suit is brought), which may be incurred by or awarded against any such Letter of Credit Related Person
(other than Taxes, which shall be governed by Section 16) (the “Letter of Credit Indemnified Costs”),
and which arise out of or in connection with, or as a result of:


 


(i)           any Letter of Credit or any pre-advice of its issuance;




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(ii)          any transfer, sale, delivery, surrender or endorsement (or lack thereof) of any Drawing Document at any time(s) held by any such
Letter of Credit Related Person in connection with any Letter of Credit;


 


(iii)         any action or proceeding arising out of, or in connection with, any Letter of Credit (whether administrative, judicial or in connection
with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Letter of Credit,
or for the wrongful dishonor of, or honoring a presentation under, any Letter of Credit;


 


(iv)         any independent undertakings issued by the beneficiary of any Letter of Credit;


 


(v)          any unauthorized instruction or request made to Issuing Bank in connection with any Letter of Credit or requested Letter of Credit,
or any error, omission, interruption or delay in such instruction or request, whether transmitted by mail, courier, electronic
transmission, SWIFT, or any other telecommunication including communications through a correspondent;


 


(vi)         an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated;


 


(vii)        any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of Letter of
Credit proceeds or holder of an instrument or document;


 


(viii)       the fraud, forgery or illegal action of parties other than the Letter of Credit Related Person;


 


(ix)         any prohibition on payment or delay in payment of any amount payable by Issuing Bank to a beneficiary or transferee beneficiary
of a Letter of Credit arising out of Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions;


 


(x)          Issuing Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation;


 


(xi)         any foreign language translation provided to Issuing Bank in connection with any Letter of Credit;


 


(xii)        any foreign law or usage as it relates to Issuing Bank’s issuance of a Letter of Credit in support of a foreign guaranty
including the expiration of such guaranty after the related Letter of Credit expiration date and any resulting drawing paid by
Issuing Bank in connection therewith; or


 


(xiii)       the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority
or cause or event beyond the control of the Letter of Credit Related Person;


 


provided,
that such indemnity shall not be available to any Letter of Credit Related Person claiming indemnification under clauses (i) through
(xiii) above to the extent that such Letter of Credit Indemnified Costs may be finally determined in a final, non-appealable judgment
of a court of competent jurisdiction to have resulted directly from the gross negligence, bad faith or willful misconduct of the
Letter of Credit Related Person claiming indemnity. Borrowers hereby agree to pay the Letter of Credit Related Person claiming
indemnity on demand from time to time all amounts owing under this Section 2.11(f). If and to the extent that the obligations
of Borrowers under this Section 2.11(f) are unenforceable for any reason, Borrowers agree to make the maximum contribution
to the Letter of Credit Indemnified Costs permissible under applicable law. This indemnification provision shall survive termination
of this Agreement and all Letters of Credit.




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(g)          The liability of Issuing Bank (or any other Letter of Credit Related Person) under, in connection with or arising out of any Letter
of Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages
suffered by Borrowers that are caused directly by Issuing Bank’s gross negligence, bad faith
or willful misconduct in (i) honoring a presentation under a Letter of Credit that on its face does not at least substantially
comply with the terms and conditions of such Letter of Credit, (ii) failing to honor a presentation under a Letter of Credit that
strictly complies with the terms and conditions of such Letter of Credit, or (iii) retaining Drawing Documents presented under
a Letter of Credit. Borrowers’ aggregate remedies against Issuing Bank and any Letter of Credit Related Person for wrongfully
honoring a presentation under any Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed
the aggregate amount paid by Borrowers to Issuing Bank in respect of the honored presentation in connection with such Letter of
Credit under Section 2.11(d), plus interest at the rate then applicable to Base Rate Loans hereunder. Borrowers
shall take action to avoid and mitigate the amount of any damages claimed against Issuing Bank or any other Letter of Credit Related
Person, including by enforcing its rights against the beneficiaries of the Letters of Credit. Any claim by Borrowers under or
in connection with any Letter of Credit shall be reduced by an amount equal to the sum of (x) the amount (if any) saved by Borrowers
as a result of the breach or alleged wrongful conduct complained of, and (y) the amount (if any) of the loss that would have been
avoided had Borrowers taken all reasonable steps to mitigate any loss, and in case of a claim of wrongful dishonor, by specifically
and timely authorizing Issuing Bank to effect a cure.


 


(h)          Borrowers are responsible for the final text of the Letter of Credit as issued by Issuing Bank, irrespective of any assistance
Issuing Bank may provide such as drafting or recommending text or by Issuing Bank’s use or refusal to use text submitted
by Borrowers. Borrowers understand that the final form of any Letter of Credit may be subject to such revisions and changes as
are deemed necessary or appropriate by Issuing Bank, and Borrowers hereby consent to such revisions and changes not materially
different from the application executed in connection therewith. Borrowers are solely responsible for the suitability of the Letter
of Credit for Borrowers’ purposes. If Borrowers request Issuing Bank to issue a Letter of Credit for an affiliated or unaffiliated
third party (an “Account Party”), (i) such Account Party shall have no rights against Issuing Bank; (ii) Borrowers
shall be responsible for the application and obligations under this Agreement; and (iii) communications (including notices) related
to the respective Letter of Credit shall be among Issuing Bank and Borrowers. Borrowers will examine the copy of the Letter of
Credit and any other documents sent by Issuing Bank in connection therewith and shall promptly notify Issuing Bank (not later
than three (3) Business Days following Borrowers’ receipt of documents from Issuing Bank) of any non-compliance with Borrowers’
instructions and of any discrepancy in any document under any presentment or other irregularity. Borrowers understand and agree
that Issuing Bank is not required to extend the expiration date of any Letter of Credit for any reason. With respect to any Letter
of Credit containing an “automatic amendment” to extend the expiration date of such Letter of Credit, Issuing Bank,
in its sole and absolute discretion, may give notice of non-extension of such Letter of Credit and, if Borrowers do not at any
time want the then current expiration date of such Letter of Credit to be extended, Borrowers will so notify Agent and Issuing
Bank at least 30 calendar days before Issuing Bank is required to notify the beneficiary of such Letter of Credit or any advising
bank of such non-extension pursuant to the terms of such Letter of Credit.




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(i)           Borrowers’ reimbursement and payment obligations under this Section 2.11 are absolute, unconditional and irrevocable
and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including:


 


(i)           any lack of validity, enforceability or legal effect of any Letter of Credit, any Issuer Document, this Agreement, or any Loan
Document, or any term or provision therein or herein;


 


(ii)          payment against presentation of any draft, demand or claim for payment under any Drawing Document that does not comply in whole
or in part with the terms of the applicable Letter of Credit or which proves to be fraudulent, forged or invalid in any respect
or any statement therein being untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a transferee
of such Person purporting to be a successor or transferee of the beneficiary of such Letter of Credit;


 


(iii)         Issuing Bank or any of its branches or Affiliates being the beneficiary of any Letter of Credit;


 


(iv)         Issuing Bank or any correspondent honoring a drawing against a Drawing Document up to the amount available under any Letter of
Credit even if such Drawing Document claims an amount in excess of the amount available under the Letter of Credit;


 


(v)          the existence of any claim, set-off, defense or other right that any Loan Party or any of its Subsidiaries may have at any time
against any beneficiary or transferee beneficiary, any assignee of proceeds, Issuing Bank or any other Person;


 


(vi)         Issuing Bank or any correspondent honoring a drawing upon receipt of an electronic presentation under a Letter of Credit requiring
the same, regardless of whether the original Drawing Documents arrive at Issuing Bank’s counters or are different from the
electronic presentation;


 


(vii)        any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing that might, but for this Section
2.11(i), constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, any Borrower’s
or any of its Subsidiaries’ reimbursement and other payment obligations and liabilities, arising under, or in connection
with, any Letter of Credit, whether against Issuing Bank, the beneficiary or any other Person; or


 


(viii)       the fact that any Default or Event of Default shall have occurred and be continuing;


 


provided,
that subject to Section 2.11(g) above, the foregoing shall not release Issuing Bank from such liability to Borrowers as
may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction against Issuing Bank following
reimbursement or payment of the obligations and liabilities, including reimbursement and other payment obligations, of Borrowers
to Issuing Bank arising under, or in connection with, this Section 2.11 or any Letter of Credit.




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(j)           Without limiting any other provision of this Agreement, Issuing Bank and each other Letter of Credit Related Person (if applicable)
shall not be responsible to Borrowers for, and Issuing Bank’s rights and remedies against Borrowers and the obligation of
Borrowers to reimburse Issuing Bank for each drawing under each Letter of Credit shall not be impaired by:


 


(i)           honor of a presentation under any Letter of Credit that on its face substantially complies with the terms and conditions of such
Letter of Credit, even if the Letter of Credit requires strict compliance by the beneficiary;


 


(ii)          honor of a presentation of any Drawing Document that appears on its face to have been signed, presented or issued (A) by any purported
successor or transferee of any beneficiary or other Person required to sign, present or issue such Drawing Document or (B) under
a new name of the beneficiary;


 


(iii)         acceptance as a draft of any written or electronic demand or request for payment under a Letter of Credit, even if nonnegotiable
or not in the form of a draft or notwithstanding any requirement that such draft, demand or request bear any or adequate reference
to the Letter of Credit;


 


(iv)         the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect
of any Drawing Document (other than Issuing Bank’s determination that such Drawing Document appears on its face substantially
to comply with the terms and conditions of the Letter of Credit);


 


(v)          acting upon any instruction or request relative to a Letter of Credit or requested Letter of Credit that Issuing Bank in good
faith believes to have been given by a Person authorized to give such instruction or request;


 


(vi)         any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how
sent or transmitted) or for errors in interpretation of technical terms or in translation or any delay in giving or failing to
give notice to any Borrower;


 


(vii)        any acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any other Person or
any breach of contract between any beneficiary and any Borrower or any of the parties to the underlying transaction to which the
Letter of Credit relates;


 


(viii)       assertion or waiver of any provision of the ISP or UCP that primarily benefits an issuer of a letter of credit, including any
requirement that any Drawing Document be presented to it at a particular hour or place;


 


(ix)         payment to any presenting bank (designated or permitted by the terms of the applicable Letter of Credit) claiming that it rightfully
honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it;


 


(x)          acting or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where Issuing Bank has
issued, confirmed, advised or negotiated such Letter of Credit, as the case may be;


 


(xi)         honor of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to
such expiration date and dishonored by Issuing Bank if subsequently Issuing Bank or any court or other finder of fact determines
such presentation should have been honored;


 


(xii)        dishonor of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor; or




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(xiii)       honor of a presentation that is subsequently determined by Issuing Bank to have been made in violation of international, federal,
state or local restrictions on the transaction of business with certain prohibited Persons.


 


(k)          Borrowers shall pay immediately upon demand to Agent for the account of Issuing Bank as non-refundable fees, commissions, and
charges (it being acknowledged and agreed that any charging of such fees, commissions, and charges to the Loan Account pursuant
to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this
Section 2.11(k)): (i) a fronting fee which shall be imposed by Issuing Bank equal to 0.125% per annum times the average
amount of the Letter of Credit Usage during the immediately preceding month (or portion thereof), plus (ii) any
and all other customary commissions, fees and charges then in effect imposed by, and any and all expenses incurred by, Issuing
Bank, or by any adviser, confirming institution or entity or other nominated person, relating to Letters of Credit, at the time
of issuance of any Letter of Credit and upon the occurrence of any other activity with respect to any Letter of Credit (including
transfers, assignments of proceeds, amendments, drawings, extensions or cancellations).


 


(l)           If by reason of (x) any Change in Law, or (y) compliance by Issuing Bank or any other member of the Lender Group with any direction,
request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority
including, Regulation D of the Board of Governors as from time to time in effect (and any successor thereto):


 


(i)           any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued or caused
to be issued hereunder or hereby, or any Loans or obligations to make Loans hereunder or hereby, or


 


(ii)          there shall be imposed on Issuing Bank or any other member of the Lender Group any other condition regarding any Letter of Credit,
Loans, or obligations to make Loans hereunder, and the result of the foregoing is to increase, directly or indirectly, the cost
to Issuing Bank or any other member of the Lender Group of issuing, making, participating in, or maintaining any Letter of Credit
or to reduce the amount receivable in respect thereof, then, and in any such case, Agent may, at any time within a reasonable
period after the additional cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay within
30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate Issuing Bank or any other member
of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand
until payment in full thereof at the rate then applicable to Base Rate Loans hereunder; provided, that (A) Borrowers shall
not be required to provide any compensation pursuant to this Section 2.11(l) for any such amounts incurred more than 180
days prior to the date on which the demand for payment of such amounts is first made to Borrowers, and (B) if an event or circumstance
giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period
of retroactive effect thereof. The determination by Agent of any amount due pursuant to this Section 2.11(l), as set forth
in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable
error, be final and conclusive and binding on all of the parties hereto.


 


(m)         Each standby Letter of Credit shall expire not later than the date that is 12 months after the date of the issuance of such Letter
of Credit; provided, that any standby Letter of Credit may provide for the automatic extension thereof for any number of
additional periods each of up to one year in duration; provided further, that with respect to any Letter of Credit which
extends beyond the Maturity Date, Letter of Credit Collateralization shall be provided therefor on or before the date that is
five Business Days prior to the Maturity Date. Each commercial Letter of Credit shall expire on the earlier of (i) 120 days after
the date of the issuance of such commercial Letter of Credit and (ii) five Business Days prior to the Maturity Date.




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(n)          If (i) any Event of Default shall occur and be continuing, or (ii) Availability shall at any time be less than zero, then on the
Business Day following the date when the Administrative Borrower receives notice from Agent or the Required Lenders (or, if the
maturity of the Obligations has been accelerated, Revolving Lenders with Letter of Credit Exposure representing greater than 50%
of the total Letter of Credit Exposure) demanding Letter of Credit Collateralization pursuant to this Section 2.11(n) upon
such demand, Borrowers shall provide Letter of Credit Collateralization with respect to the then existing Letter of Credit Usage
to the extent not already cash collateralized in accordance with the terms thereof. If Borrowers fail to provide Letter of Credit
Collateralization as required by this Section 2.11(n), the Revolving Lenders may (and, upon direction of Agent, shall)
advance, as Revolving Loans the amount of the cash collateral required pursuant to the Letter of Credit Collateralization provision
so that the then existing Letter of Credit Usage is cash collateralized in accordance with the Letter of Credit Collateralization
provision (whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 3
are satisfied).


 


(o)          Unless otherwise expressly agreed by Issuing Bank and Borrowers when a Letter of Credit is issued, (i) the rules of the ISP shall
apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.


 


(p)          Issuing Bank shall be deemed to have acted with due diligence and reasonable care if Issuing Bank’s conduct is in accordance
with Standard Letter of Credit Practice or in accordance with this Agreement.


 


(q)          In the event of a direct conflict between the provisions of this Section 2.11 and any provision contained in any Issuer
Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent
possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid,
the terms and provisions of this Section 2.11 shall control and govern.


 


(r)           The provisions of this Section 2.11 shall survive the termination of this Agreement and the repayment in full of the Obligations
with respect to any Letters of Credit that remain outstanding.


 


(s)          At Borrowers’ costs and expense, Borrowers shall execute and deliver to Issuing Bank such additional certificates, instruments
and/or documents and take such additional action as may be reasonably requested by Issuing Bank to enable Issuing Bank to issue
any Letter of Credit pursuant to this Agreement and related Issuer Document, to protect, exercise and/or enforce Issuing Banks’
rights and interests under this Agreement or to give effect to the terms and provisions of this Agreement or any Issuer Document.
Each Borrower irrevocably appoints Issuing Bank as its attorney-in-fact and authorizes Issuing Bank, without notice to Borrowers,
to execute and deliver ancillary documents and letters customary in the letter of credit business that may include but are not
limited to advisements, indemnities, checks, bills of exchange and issuance documents. The power of attorney granted by the Borrowers
is limited solely to such actions related to the issuance, confirmation or amendment of any Letter of Credit and to ancillary
documents or letters customary in the letter of credit business. This appointment is coupled with an interest.




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2.12        LIBOR Option.


 


(a)          Interest
and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have
the option, subject to Section 2.12(b) below (the “LIBOR Option”) to have interest on all or a portion
of the Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base
Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon
the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable
thereto; provided, that subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than
three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest
Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated
pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last
day of each applicable Interest Period, unless Borrowers have properly exercised the LIBOR Option with respect thereto, the interest
rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans
of the same type hereunder. At any time that an Event of Default has occurred and is continuing, at the written election of Agent
or the Required Lenders, Borrowers no longer shall have the option to request that Revolving Loans bear interest at a rate based
upon the LIBOR Rate.


 


(b)          LIBOR Election.


 


(i)           Borrowers may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise
the LIBOR Option by notifying Agent prior to 2:00 p.m. at least three Business Days prior to the commencement of the proposed
Interest Period (the “LIBOR Deadline”). Notice of Borrowers’ election of the LIBOR Option for a permitted
portion of the Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice
received by Agent before the LIBOR Deadline. Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof
to each of the affected Lenders.


 


(ii)          Each LIBOR Notice shall be irrevocable and binding on Borrowers. In connection with each LIBOR Rate Loan, each Borrower shall
indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any
Lender as a result of (A) the payment or required assignment of any principal of any LIBOR Rate Loan other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate
Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or
prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses,
 “Funding Losses”). A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail
any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive
absent manifest error. Borrowers shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its
receipt of such certificate. If a payment of a LIBOR Rate Loan on a day other than the last day of the applicable Interest Period
would result in a Funding Loss, Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment
as cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment
of the applicable LIBOR Rate Loan on such last day, it being agreed that Agent has no obligation to so defer the application of
payments to any LIBOR Rate Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated
to pay any resulting Funding Losses.


 


(iii)         Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five LIBOR Rate Loans in effect at
any given time. Borrowers may only exercise the LIBOR Option for proposed LIBOR Rate Loans of at least $1,000,000.




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(c)          Conversion; Prepayment. Borrowers may convert LIBOR Rate Loans to Base Rate Loans or prepay LIBOR Rate Loans at any time;
provided, that in the event that LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the
Interest Period applicable thereto, including as a result of any prepayment through the required application by Agent of any payments
or proceeds of Collateral in accordance with Section 2.4(b) or for any other reason, including early termination of the
term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, each Borrower shall
indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance
with Section 2.12 (b)(ii).


 


(d)          Special Provisions Applicable to LIBOR Rate.


 


(i)           The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional
or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs (other than Taxes which
shall be governed by Section 16), in each case, due to changes in applicable law occurring subsequent to the commencement
of the then applicable Interest Period, including any Changes in Law and changes in the reserve requirements imposed by the Board
of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at
the LIBOR Rate. In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment
and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender,
Borrowers may, by notice to such affected Lender (A) require such Lender to furnish to Borrowers a statement setting forth in
reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (B)
repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under Section
2.12(b)(ii)).


 


(ii)          Subject to the provisions set forth in Section 2.12(d)(iii) below, in the event that any change in market conditions or
any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical
for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest
rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly
shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding,
the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate
Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base
Rate Loans, and (z) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer
be unlawful or impractical to do so.


 


(iii)         Effect of Benchmark Transition Event.


 


(A)       Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark
Transition Event or an Early Opt-in Election, as applicable, Agent and Administrative Borrower may amend this Agreement to replace
the LIBOR Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective
at 5:00 p.m. on the fifth (5th) Business Day after Agent has posted such proposed amendment to all Lenders and Administrative
Borrower so long as Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising
the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders
comprising the Required Lenders have delivered to Agent written notice that such Required Lenders accept such amendment. No replacement
of the LIBOR Rate with a Benchmark Replacement pursuant to this Section 2.12(d)(iii) will occur prior to the applicable
Benchmark Transition Start Date.




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


 


(C)        Notices; Standards for Decisions and Determinations. Agent will promptly notify Administrative Borrower and the Lenders
of (1) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement
Date and Benchmark Transition Start Date, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark
Replacement Conforming Changes and (4) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by Agent or Lenders pursuant to this Section 2.12(d)(iii) including any determination
with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their
sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this
Section 2.12(d)(iii).


 


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


 


(e)          No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender,
nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation
as to which interest accrues at the LIBOR Rate.


 


2.13        Capital Requirements.


 


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




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(b)          If Issuing Bank or any Lender requests additional or increased costs referred to in Section 2.11(l) or Section 2.12(d)(i)
or amounts under Section 2.13(a) or sends a notice under Section 2.12(d)(ii) relative to changed circumstances
(such Issuing Bank or Lender, an “Affected Lender”), then, at the request of Administrative Borrower, such
Affected Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights
and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such
designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.11(l), Section 2.12(d)(i)
or Section 2.13(a), as applicable, or would eliminate the illegality or impracticality of funding or maintaining LIBOR
Rate Loans, and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to
any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrowers agree to pay
all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment.
If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign
its rights to another of its offices or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such
Affected Lender pursuant to Section 2.11(l), Section 2.12(d)(i) or Section 2.13(a), as applicable, or to
enable Borrowers to obtain LIBOR Rate Loans, then Borrowers (without prejudice to any amounts then due to such Affected Lender
under Section 2.11(l), Section 2.12(d)(i) or Section 2.13(a), as applicable) may, unless prior to the effective
date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section 2.11(l),
Section 2.12(d)(i) or Section 2.13(a), as applicable, or indicates that it is no longer unlawful or impractical
to fund or maintain LIBOR Rate Loans, may designate a different Issuing Bank or substitute a Lender or prospective Lender, in
each case, reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s
commitments hereunder (a “Replacement Lender”), and if such Replacement Lender agrees to such purchase, such
Affected Lender shall assign to the Replacement Lender its Obligations and commitments, and upon such purchase by the Replacement
Lender, which such Replacement Lender shall be deemed to be “Issuing Bank” or a “Lender” (as the case
may be) for purposes of this Agreement and such Affected Lender shall cease to be “Issuing Bank” or a “Lender”
(as the case may be) for purposes of this Agreement, provided that the provisions of Section 17.9 shall continue
to apply to such Affected Lender after such assignment.


 


(c)          Notwithstanding anything herein to the contrary, the protection of Sections 2.11(l), 2.12(d), and 2.13 shall
be available to Issuing Bank and each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability
of the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred
or been imposed, so long as it shall be customary for issuing banks or lenders affected thereby to comply therewith. Notwithstanding
any other provision herein, neither Issuing Bank nor any Lender shall demand compensation pursuant to this Section 2.13
if it shall not at the time be the general policy or practice of Issuing Bank or such Lender (as the case may be) to demand such
compensation in similar circumstances under comparable provisions of other credit agreements, if any.




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2.14        Incremental Facilities.


 


(a)          At any time during the period from and after the Closing Date, at the option of Borrowers (but subject to the conditions set forth
in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate
for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Revolver Increase
Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments
(it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase
at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in
connection with such proposed Increase, then Agent or Borrowers may invite any prospective lender who is reasonably satisfactory
to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of at least
$5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver
Amount be increased pursuant to this Section 2.14 on more than 3 occasions in the aggregate for all such Increases. Additionally,
for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver
Commitments exceed $15,000,000.


 


(b)          Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount:


 


(i)           Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory
to Agent and Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), Borrowers, and Agent
have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably
satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party,


 


(ii)          each of the conditions precedent set forth in Section 3.2 are satisfied,


 


(iii)         in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers
shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered
by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders
to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board, and


 


(iv)         The interest rate margins with respect to the Revolving Loans to be made pursuant to the increased Revolver Commitments shall
be the same as the interest rate margin applicable to Revolving Loans hereunder immediately prior to the date of the effectiveness
of the increased Revolver Commitments and the Maximum Revolver Amount (such date being the “Increase Date”).
Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed
Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary to effectuate the provisions
of this Section 2.14.


 


(c)          Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans
shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments
and Maximum Revolver Amount pursuant to this Section 2.14.




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(d)          Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”)
shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase
Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at
the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase
Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and
participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders
ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.


 


(e)          The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall
constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits
afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably
from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required
by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected
under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver
Amount.


 


2.15        Joint
and Several Liability of Borrowers.


 


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


 


(b)          Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including
any Obligations arising under this Section 2.15), it being the intention of the parties hereto that all the Obligations
shall be the joint and several obligations of each Borrower without preferences or distinction among them. Accordingly, each Borrower
hereby waives any and all suretyship defenses that would otherwise be available to such Borrower under applicable law (other than
the defense of prior payment or satisfaction).


 


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


 


(d)          The Obligations of each Borrower under the provisions of this Section 2.15 constitute the absolute and unconditional, full
recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective
of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(d)) or
any other circumstances whatsoever.




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(e)          Without limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, each Borrower hereby
waives presentments, demands for performance, protests and notices, including notices of acceptance of its joint and several liability,
notice of any Revolving Loans, or any Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of
any Default, Event of Default, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this
Agreement, notices of the existence, creation, or incurring of new or additional Obligations or other financial accommodations
or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under
or in respect of any of the Obligations, any right to proceed against any other Borrower or any other Person, to proceed against
or exhaust any security held from any other Borrower or any other Person, to protect, secure, perfect, or insure any security
interest or Lien on any property subject thereto or exhaust any right to take any action against any other Borrower, any other
Person, or any collateral, to pursue any other remedy in any member of the Lender Group’s or any Bank Product Provider’s
power whatsoever, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law,
all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this
Agreement), any right to assert against any member of the Lender Group or any Bank Product Provider, any defense (legal or equitable),
set-off, counterclaim, or claim which each Borrower may now or at any time hereafter have against any other Borrower or any other
party liable to any member of the Lender Group or any Bank Product Provider, any defense, set-off, counterclaim, or claim, of
any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability
of the Obligations or any security therefor, and any right or defense arising by reason of any claim or defense based upon an
election of remedies by any member of the Lender Group or any Bank Product Provider including any defense based upon an impairment
or elimination of such Borrower’s rights of subrogation, reimbursement, contribution, or indemnity of such Borrower against
any other Borrower. Without limiting the generality of the foregoing, each Borrower hereby assents to, and waives notice of, any
extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations,
the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any
time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or
provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations,
and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations
or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing,
each Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect
to the failure by any Borrower to comply with any of its respective Obligations, including any failure strictly or diligently
to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but
for the provisions of this Section 2.15 afford grounds for terminating, discharging or relieving any Borrower, in whole
or in part, from any of its Obligations under this Section 2.15, it being the intention of each Borrower that, so long
as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.15 shall
not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under
this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation,
reconstruction or similar proceeding with respect to any other Borrower or any Agent or Lender. Each of the Borrowers waives,
to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement
hereof. Any payment by any Borrower or other circumstance which operates to toll any statute of limitations as to any Borrower
shall operate to toll the statute of limitations as to each of the Borrowers. Each of the Borrowers waives any defense based on
or arising out of any defense of any Borrower or any other Person, other than payment of the Obligations to the extent of such
payment, based on or arising out of the disability of any Borrower or any other Person, or the validity, legality, or unenforceability
of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower other
than payment of the Obligations to the extent of such payment. Agent may, at the election of the Required Lenders, foreclose upon
any Collateral held by Agent by one or more judicial or nonjudicial sales or other dispositions, whether or not every aspect of
any such sale is commercially reasonable or otherwise fails to comply with applicable law or may exercise any other right or remedy
Agent, any other member of the Lender Group, or any Bank Product Provider may have against any Borrower or any other Person, or
any security, in each case, without affecting or impairing in any way the liability of any of the Borrowers hereunder except to
the extent the Obligations have been paid.




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


 


(g)          The provisions of this Section 2.15 are made for the benefit of Agent, each member of the Lender Group, each Bank Product
Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all
Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group,
any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any
of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort
to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions
of this Section 2.15 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully
satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise
be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise,
the provisions of this Section 2.15 will forthwith be reinstated in effect, as though such payment had not been made.


 


(h)          Each Borrower hereby agrees that it will not enforce any of its rights that arise from the existence, payment, performance or
enforcement of the provisions of this Section 2.15, including rights of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of Agent, any other member of the Lender Group, or any
Bank Product Provider against any Borrower, whether or not such claim, remedy or right arises in equity or under contract, statute
or common law, including the right to take or receive from any Borrower, directly or indirectly, in cash or other property or
by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until such
time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower
with respect to any payments to any Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements
are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations
arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency,
bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating
to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash
before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other
Borrower therefor. If any amount shall be paid to any Borrower in violation of the immediately preceding sentence, such amount
shall be held in trust for the benefit of Agent, for the benefit of the Lender Group and the Bank Product Providers, and shall
forthwith be paid to Agent to be credited and applied to the Obligations and all other amounts payable under this Agreement, whether
matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Obligations or other
amounts payable under this Agreement thereafter arising.  Notwithstanding anything to the contrary contained in this Agreement,
no Borrower may exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and
may not proceed or seek recourse against or with respect to any property or asset of, any other Borrower (the “Foreclosed
Borrower”), including after payment in full of the Obligations, if all or any portion of the Obligations have been satisfied
in connection with an exercise of remedies in respect of the Equity Interests of such Foreclosed Borrower whether pursuant to
this Agreement or otherwise.




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3.           CONDITIONS;
TERM OF AGREEMENT.


 


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


 


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


 


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


 


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


 


3.3          Maturity.
The Commitments shall continue in full force and effect for a term ending on the Maturity Date (unless terminated earlier in accordance
with the terms hereof).


 


3.4          Effect of Maturity. On the Maturity Date, all commitments of the Lender Group to provide additional credit hereunder
shall automatically be terminated and all of the Obligations (other than Hedge Obligations, Bank Product Obligations not yet due
and payable and contingent indemnification and reimbursement Obligations for which no claim has been made in accordance with the
Loan Documents (collectively, “Contingent Surviving Obligations”)) immediately shall become due and payable
without notice or demand and Borrowers shall be required to repay all of the Obligations (other than Contingent Surviving Obligations)
in full. No termination of the obligations of the Lender Group (other than payment in full of the Obligations (other than Contingent
Surviving Obligations) and termination of the Commitments) shall relieve or discharge any Loan Party of its duties, obligations,
or covenants hereunder or under any other Loan Document and Agent’s Liens in the Collateral shall continue to secure the
Obligations and shall remain in effect until all Obligations (other than Contingent Surviving Obligations) have been paid in full.
When all of the Obligations (other than Contingent Surviving Obligations) have been paid in full, Agent will, at Borrowers’
sole expense, promptly execute and deliver any termination statements, lien releases, discharges of security interests, and other
similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of
record, Agent’s Liens and all notices of security interests and liens previously filed by Agent.




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3.5          Early Termination by Borrowers. Borrowers have the option, at any time upon five Business Days prior written notice
to Agent (or such shorter period as Agent may agree in its discretion), to repay all of the Obligations in full and terminate
the Commitments. The foregoing notwithstanding, (a) Borrowers may rescind termination notices relative to proposed payments in
full of the Obligations with the proceeds of third party Indebtedness if the closing for such issuance or incurrence does not
happen on or before the date of the proposed termination (in which case, a new notice shall be required to be sent in connection
with any subsequent termination), and (b) Borrowers may extend the date of termination at any time with the consent of Agent (which
consent shall not be unreasonably withheld or delayed).


 


3.6          Conditions Subsequent. The obligation of the Lender Group (or any member thereof) to continue to make Revolving
Loans (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions
subsequent set forth on Schedule 3.6 to this Agreement (the failure by Borrowers to so perform or cause to be performed
such conditions subsequent as and when required by the terms thereof (unless such date is extended, in writing, by Agent, which
Agent may do without obtaining the consent of the other members of the Lender Group), shall constitute an Event of Default).


 


4.           REPRESENTATIONS AND WARRANTIES.


 


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


 


4.1          Due Organization and Qualification; Subsidiaries.


 


(a)          Each Loan Party and each of its Subsidiaries (other than CPI Card Group – Europe Limited, CPI Card Group – Liverpool
Limited and CPI Card Group – Petersfield Limited) (i) is duly organized and existing and in good standing (to the extent
such concept exists in the relevant jurisdictions) under the laws of the jurisdiction of its organization, (ii) is qualified to
do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect,
and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and
as proposed to be conducted, to enter into each Loan Document to which it is a party and to carry out the transactions contemplated
thereby.


 


(b)          Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting
from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of
each Loan Party, by class as of the Closing Date, and thereafter, as of the most recent date on which Loan Parties provided the
Compliance Certificate pursuant to Section 5.1, and, as of the Closing Date, a description of the number of shares of each
such class that are issued and outstanding.




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(c)          Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting
from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect
Subsidiaries as of the Closing Date, and thereafter, as of the most recent date on which Loan Parties provided the Compliance
Certificate pursuant to Section 5.1, in each case, showing: (i) the number of shares of each class of common and preferred
Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of
each such class owned directly or indirectly by each Loan Party. All of the outstanding Equity Interests of each such Subsidiary
has been validly issued and is fully paid and non-assessable (to the extent such concepts are applicable in the relevant jurisdiction).


 


(d)          Except as set forth on Schedule 4.1(d) to this Agreement (as such Schedule may be updated from time to time to reflect
changes resulting from transactions permitted under this Agreement), as of the Closing Date, and thereafter, as of the most recent
date on which Loan Parties provided the Compliance Certificate pursuant to Section 5.1, there are no subscriptions, options,
warrants, or calls relating to any shares of any Loan Party’s or any of its Subsidiaries’ Equity Interests, including
any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is subject to any obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible
into or exchangeable for any of its Equity Interests.


 


4.2          Due
Authorization; No Conflict.


 


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


 


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


 


4.3          Governmental
Consents. The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is
a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration
with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations,
consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings
and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as of the
Closing Date.




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4.4          Binding Obligations; Perfected Liens.


 


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


 


(b)          Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate
of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims (other than
those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and
Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement,
and subject only to the filing of financing statements, the recordation of the Copyright Security Agreement, and the recordation
of the Mortgages, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens.


 


4.5          Title
to Assets; No Encumbrances. Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to
(in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real
or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective
assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets
disposed of since the date of such financial statements to the extent permitted hereby and except, in the case of fee interests
in Real Property, for minor defects in title that do not interfere with its ability to conduct its business as currently conducted
or as proposed to be conducted or to utilize such properties for their intended purposes, and except where the failure to do so
could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All of such assets are
free and clear of Liens except for Permitted Liens.


 


4.6          Litigation.


 


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


 


(b)          Schedule 4.6(b) to this Agreement sets forth a complete and accurate description of each of the actions, suits, or proceedings
with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $5,000,000
that, as of the Closing Date, is pending or, to the knowledge of any Responsible Officer of the Borrower, after due inquiry, threatened
in writing against a Loan Party or any of its Subsidiaries.


 


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




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4.8          No Material Adverse Effect. All historical financial statements relating to the Loan Parties and their Subsidiaries
that have been delivered by Borrowers to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial
statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects,
the Loan Parties’ and their Subsidiaries’ consolidated financial condition as of the date thereof and results of operations
for the period then ended. Since December 31, 2020, no event, circumstance, or change has occurred that has or could reasonably
be expected to result in a Material Adverse Effect.


 


4.9          Solvency.


 


(a)          The Loan Parties, on a consolidated basis, are Solvent.


 


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


 


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


 


4.11        Environmental Condition. Except as set forth on Schedule 4.11 to this Agreement or with respect to any matters
that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) to each Borrower’s
knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its
Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport,
any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation,
in any material respect, of any applicable Environmental Law, (b) to each Borrower’s knowledge, after due inquiry, no Loan
Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant
to any environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries
has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned
or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective
facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person
relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect.




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4.12        Complete Disclosure. All written factual information taken as a whole in combination with Parent’s most recent
Form 10-K, and each Form 10-Q and Form 8-K subsequent to such Form 10-K, in each case, filed or furnished with the SEC (other
than forward-looking information and projections and information of a general economic nature and general information about the
industry of any Loan Party or its Subsidiaries) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent
or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or
in connection with this Agreement or the other Loan Documents (in each case, as modified or supplemented by other information
so furnished), and all other such written factual information taken as a whole in combination with Parent’s most recent
Form 10-K, and each Form 10-Q and Form 8-K subsequent to such Form 10-K, in each case, filed or furnished with the SEC (other
than materials marked as drafts and forward-looking information and projections and information of a general economic nature and
general information about the industry of any Loan Party or its Subsidiaries) hereafter furnished by or on behalf of a Loan Party
or its Subsidiaries in writing to Agent or any Lender for purposes of or pursuant to the terms of this Agreement or the other
Loan Documents will be, true and accurate, in all material respects, on the date as of which such information is dated or certified
and not incomplete by omitting to state any fact necessary to make such information (taken as a whole after giving effect any
updates provided) not misleading in any material respect at such time in light of the circumstances under which such information
was provided (considered in the context of all other information furnished to the Agent); it being understood that financial statements
only contain disclosures as are required by GAAP. The Projections delivered to Agent dated February 19, 2021 represent, and as
of the date on which any other Projections are delivered to Agent, such additional Projections represent, Borrowers’ good
faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Subsidiaries’ future performance
for the periods covered thereby based upon assumptions believed by Borrowers to be reasonable at the time of the delivery thereof
to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which
are beyond the control of the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections will be
realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions
which Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that
actual results during the period or periods covered by the Projections may differ materially from projected or estimated results).
As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.


 


4.13        Patriot
Act. To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the
Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001, as amended) (the
 “Patriot Act”).


 


4.14        Indebtedness. Set forth on Schedule 4.14 to this Agreement is a true and complete list of all Indebtedness
of each Loan Party and each of its Subsidiaries outstanding immediately prior to the Closing Date ‎that is to remain outstanding
immediately after giving effect to the closing hereunder on the Closing Date and such Schedule accurately sets forth (or sets
forth an amount not less than) the aggregate principal amount of such Indebtedness as of the Closing Date.


 


4.15        Payment of Taxes. Except as otherwise permitted under Section 5.5 and as disclosed in Parent’s most
recent Form 10-K, and each Form 10-Q and Form 8-K subsequent to such Form 10-K, in each case, filed or furnished with the SEC
all material Tax returns of each Loan Party and its Subsidiaries required to be filed by any of them have been timely filed (except
for extensions duly obtained), and all material Taxes shown on such Tax returns to be due and payable and all other material Taxes
upon a Loan Party and its Subsidiaries and upon their respective assets, income, businesses and franchises that are due and payable
have been paid when due and payable. Except as disclosed in Parent’s most recent Form 10-K, and each Form 10-Q and Form
8-K subsequent to such Form 10-K, in each case, filed or furnished with the SEC, each Loan Party and each of its Subsidiaries
have made adequate provision in accordance with GAAP for all material Taxes not yet due and payable. Except as disclosed in Parent’s
most recent Form 10-K, and each Form 10-Q and Form 8-K subsequent to such Form 10-K, in each case, filed or furnished with the
SEC, no Borrower knows of any proposed material Tax assessment against a Loan Party or any of its Subsidiaries that is not being
actively contested by such Loan Party or such Subsidiary diligently, in good faith, and by appropriate proceedings; provided,
that such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made
or provided therefor.




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4.16        Margin Stock. Neither any Loan Party nor any of its Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock or, as of the Closing
Date, owns any Margin Stock.  No part of the proceeds of the Loans made by the Lender Group to Borrowers will be used to
purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or
for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors.


 


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


 


4.18        OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. No Loan Party or any of its Subsidiaries is in
violation of any Sanctions. No Loan Party nor any of its Subsidiaries nor, to the knowledge of such Loan Party, any director,
officer, employee, agent or Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned Person or a Sanctioned Entity,
(b) has any assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned
Persons or Sanctioned Entities (except, in the case of this clause (c), as permitted by applicable Sanctions or other applicable
requirements of laws related to Sanctions). Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect
policies and procedures reasonably designed to ensure compliance with Sanctions, Anti-Corruption Laws and Anti-Money Laundering
Laws. Each of the Loan Parties and its Subsidiaries, and to the knowledge of each such Loan Party, each director, officer, employee,
agent and Affiliate of each such Loan Party and each such Subsidiary, is in compliance (i) with all Sanctions, and (ii) in all
material respects, with all Anti-Corruption Laws and Anti-Money Laundering Laws. No proceeds of any Loan made or Letter of Credit
issued hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a
Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would result in a violation of any Sanction, Anti-Corruption
Law or Anti-Money Laundering Law by any Person (including any Lender, Bank Product Provider, or other individual or entity participating
in any transaction).


 


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




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4.20        [Reserved].


 


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


 


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


 


4.23        Eligible Inventory. As to each item of Inventory that is identified by Borrowers as Eligible Finished Goods Inventory,
Eligible Raw Materials Inventory, Eligible In-Transit Inventory or Eligible Work-In-Process Inventory in a Borrowing Base Certificate
submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible
by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of
Eligible Inventory (and in the case of Eligible In-Transit Inventory, after giving effect to any exclusions therefrom specified
in the definition of Eligible In-Transit Inventory).


 


4.24        [Reserved].


 


4.25        Location of Inventory. Except as set forth in Schedule 4.25 (as such Schedule has been updated pursuant to
Section 5.14) the Inventory of Borrowers and their Subsidiaries is not stored with a bailee, warehouseman, or similar party
and is located only at, or in-transit between or to, the locations identified on Schedule 4.25 to this Agreement (as such
Schedule has been updated pursuant to Section 5.14); it being understood and agreed that any location that contains less
than $250,000 of Inventory (other than Eligible Inventory) does not need to be identified on Schedule 4.25 but shall be
deemed to be so scheduled for all purposes of this Agreement (including the calculation of the Borrowing Base) and the other Loan
Documents.


 


4.26        Inventory Records. Each Borrower and each Designated Subsidiary Guarantor keeps correct and accurate records, in
all material respects, of its Inventory and the book value thereof.


 


4.27        Material Contracts. Set forth on Schedule 4.27 (as such Schedule may be updated from time to time in accordance
herewith) is a reasonably detailed description of the Material Contracts of each Loan Party and its Subsidiaries as of the most
recent date on which Loan Parties provided the Compliance Certificate pursuant to Section 5.1; provided, that Loan
Parties may amend Schedule 4.27 to add additional or delete existing Material Contracts so long as such amendment occurs
by written notice to Agent on or prior to the date that Loan Parties provide the Compliance Certificate.




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4.28        Senior Secured Notes Documents. Borrowers have delivered to Agent a complete and correct copy of the Senior Secured
Notes Documents, including all schedules and exhibits thereto, executed on the Closing Date.


 


4.29        Immaterial Subsidiaries. No Immaterial Subsidiary (a) owns 5% or more of the consolidated total assets of the Loan
Parties and their Subsidiaries, (b) generates 5% or more of the consolidated revenues of the Loan Parties and their Subsidiaries,
(c) is the owner of Equity Interests of any Subsidiary of a Loan Party that otherwise constitutes a Material Subsidiary.


 


4.30        Hedge Agreements. On each date that any Hedge Agreement is entered into between any Hedge Provider and any applicable
Loan Party, each applicable Loan Party constitutes an “eligible contract participant” as defined in the Commodity
Exchange Act and the Commodity Futures Trading Commission regulations with respect to any Swap Obligation other than an Excluded
Swap Obligation.


 


5.           AFFIRMATIVE COVENANTS.


 


Each
of Parent and each Borrower covenants and agrees that, until the termination of all of the Commitments and payment in full of
the Obligations (other than Contingent Surviving Obligations):


 


5.1          Financial
Statements, Reports, Certificates. Borrowers (a) will deliver to Agent (who will deliver to each Lender), each of the
financial statements, reports, and other items set forth on Schedule 5.1 to this Agreement no later than the times specified
therein, (b) agree that no Subsidiary of a Loan Party will have a fiscal year different from that of Parent, (c) agree to maintain
a system of accounting that enables Loan Parties to produce financial statements in accordance with GAAP, and (d) agree that they
will, and will cause each other Loan Party to, (i) keep a reporting system that shows all additions, sales, claims, returns, and
allowances with respect to their and their Subsidiaries’ sales, and (ii) maintain their billing systems and practices substantially
as in effect as of the Closing Date (without prohibiting improvements to billing systems and practices as reasonably determined
by management of the Borrower) and shall not make any modifications thereto that are materially adverse to the Lenders except
with notice to, and with the consent of, Agent.


 


5.2          Reporting. Borrowers (a) will deliver to Agent (and if so requested by Agent, with copies for each Lender) each
of the reports set forth on Schedule 5.2 to this Agreement at the times specified therein, and (b) agree to use commercially
reasonable efforts in cooperation with Agent to facilitate and implement a system of electronic collateral reporting in order
to provide electronic reporting of each of the items set forth on such Schedule. Loan Parties and Agent hereby agree that the
delivery of the Borrowing Base Certificate through Agent’s electronic platform or portal, subject to Agent’s authentication
process, by such other electronic method as may be approved by Agent from time to time in its sole discretion, or by such other
electronic input of information necessary to calculate the Borrowing Bases as may be approved by Agent from time to time in its
sole discretion, shall in each case be deemed to satisfy the obligation of the Administrative Borrower to deliver such Borrowing
Base Certificate, with the same legal effect as if such Borrowing Base Certificate had been manually executed by the Administrative
Borrower and delivered to Agent.


 


5.3          Existence. Except as otherwise permitted under Section 6.3 or Section 6.4, each Loan Party will, and
will cause each of its Subsidiaries (other than CPI Card Group – Europe Limited, CPI Card Group – Liverpool Limited
and CPI Card Group – Petersfield Limited) to, at all times preserve and keep in full force and effect such Person’s
valid existence and good standing (to the extent such concept is applicable in the relevant jurisdiction) in its jurisdiction
of organization and, except as could not reasonably be expected to result in a Material Adverse Effect, good standing (to the
extent such concept is applicable in the relevant jurisdiction) with respect to all other jurisdictions in which it is qualified
to do business and any rights, franchises, permits, licenses, accreditations, authorizations, or other approvals material to their
businesses.




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5.4          Maintenance of Properties. Each Loan Party will, and will cause each of its Subsidiaries to, maintain and preserve
all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary
wear, tear, casualty, and condemnation and Permitted Dispositions excepted (and except where the failure to so maintain and preserve
assets could not reasonably be expected to result in a Material Adverse Effect).


 


5.5          Taxes. Each Loan Party will, and will cause each of its Subsidiaries to, pay in full before delinquency or before
the expiration of any extension period all Taxes imposed, levied, or assessed against it, or any of its assets or in respect of
any of its income, businesses, or franchises, other than (a) to the extent the failure to make payment could not reasonably be
expected, individually or in the aggregate, to result on a Material Adverse Effect or (b) to the extent that the validity of such
Tax is the subject of a Permitted Protest.


 


5.6          Insurance.


 


(a)          Each Loan Party will, and will cause each of its Subsidiaries to, at Borrowers’ expense, maintain insurance respecting each
of each Loan Party’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are
customarily are insured against by other Persons engaged in same or similar businesses and similarly situated and located. All
such policies of insurance shall be with financially sound and reputable insurance companies (in the good faith judgment of management
of the Loan Parties) and in such amounts as is carried generally in accordance with sound business practice by companies in similar
businesses similarly situated and located. All property insurance policies are to be made payable to Agent for the benefit of
Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard lender’s loss payable endorsement
with a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions
as Agent may reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made
under such policies. All certificates of property and general liability insurance are to be delivered to Agent, with the lender’s
loss payable and additional insured endorsements in favor of Agent and shall provide for not less than thirty days (ten days in
the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If any Loan Party or its
Subsidiaries fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without
any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of
the coverage, or the collection of claims.


 


(b)          Borrowers shall give Agent prompt notice of any loss exceeding $500,000 covered by the casualty or business interruption insurance
of any Loan Party or its Subsidiaries upon acceptance of such claim by the applicable insurer. Upon the occurrence and during
the continuance of an Event of Default, Agent shall have the sole right to file claims under any property and general liability
insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable
thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may
be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. Notwithstanding
the foregoing and anything to the contrary in any Loan Document, the Loan Parties may self-insure any Notes Priority Collateral
against such risks and in such amounts as are customary in Borrowers’ industry, in which case no such insurance certificates
and endorsements otherwise required by the Loan Documents will be required.




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(c)          If at any time the area in which any Real Property that is subject to a Mortgage is located is designated a “flood hazard
area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain
flood insurance in such total amount and on terms that are satisfactory to Agent and all Lenders from time to time, and otherwise
comply with the Flood Laws or as is otherwise satisfactory to Agent and all Lenders.


 


5.7          Inspection.


 


(a)          Each Loan Party will, and will cause each of its Subsidiaries to, permit Agent, any Lender, and each of their respective duly
authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine
and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the
same by, its officers and employees (provided, that an authorized representative of a Borrower shall be allowed to be present)
at such reasonable times and intervals as Agent or any Lender, as applicable, may designate and, with reasonable prior notice
to Borrowers and during regular business hours (and in any case, subject to compliance by Agent, each Lender, and any authorized
representatives or agents thereof with any visitor protocols in place at the properties of the Loan Parties), subject to the limitations
set forth below in Section 5.7(c).


 


(b)          Each Loan Party will, and will cause each of its Subsidiaries to, permit Agent and each of its duly authorized representatives
or agents to conduct field examinations, appraisals or valuations at such reasonable times and intervals as Agent may designate,
at Borrowers’ expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in
Section 5.7(c) (and in any case, subject to compliance by Agent, each Lender, and any authorized representatives or agents
thereof with any visitor protocols in place at the properties of the Loan Parties).


 


(c)          So long as no Event of Default shall have occurred and be continuing during a calendar year, Borrowers shall not be obligated
to reimburse Agent for more than one (1) field examinations in such calendar year (increasing to two (2) field examinations if
an Increased Reporting Event has occurred during such calendar year), and one (1) inventory appraisals in such calendar year (increasing
to two (2) inventory appraisals if an Increased Reporting Event has occurred during such calendar year), in each case, exclusive
of any field examinations and appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated).


 


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


 


5.9          Environmental. Each Loan Party will, and will cause each of its Subsidiaries to,


 


(a)          Keep any property either owned or operated by any Loan Party or its Subsidiaries free of any Environmental Liens or post bonds
or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, in each
case, other than Permitted Liens.,


 


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


 


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




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


 


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


 


5.11        Formation of Subsidiaries. Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary,
acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a
Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within ten days of such event (or such
later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new
Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent,
that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to
provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements
(including Mortgages with respect to any Material Real Property Asset), as well as appropriate financing statements, all in form
and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted
Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the Joinder, the joinder to the
Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect
to any Subsidiary of any Loan Party that is a CFC if providing such agreements would result in material adverse tax consequences
or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined
by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded
thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty
and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial
ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65%
of the total outstanding voting Equity Interests of any first tier Subsidiary of a Loan Party that is a CFC (and none of the Equity
Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material
adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by
Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which
pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide
to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably
satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation
referred to above (including policies of title insurance, flood certification documentation or other documentation with respect
to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant
to this Section 5.11 shall constitute a Loan Document.




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5.12        Further Assurances. Except to the extent not required by the Guaranty and Security Agreement, each Loan Party shall
take such actions as Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors
and are secured by substantially all of the assets of the Loan Parties, including all of the outstanding capital Equity Interests
of each Loan Party (in each case, other than with respect to any assets expressly excluded from the Collateral (as defined in
the Guaranty and Security Agreement) pursuant to Section 3 of the Guaranty and Security Agreement). Notwithstanding anything
to the contrary contained herein (including Section 5.11 hereof and this Section 5.12) or in any other Loan Document,
(x) Agent shall not accept delivery of any Mortgage from any Loan Party unless each of the Lenders has received 45 days prior
written notice thereof and Agent has received confirmation from each Lender that such Lender has completed its flood insurance
diligence, has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been
completed as required by the Flood Laws or as otherwise satisfactory to such Lender and (y) Agent shall not accept delivery of
any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary
that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered
a Beneficial Ownership Certification in relation to such Subsidiary and Agent has completed its Patriot Act searches, OFAC/PEP
searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent.
The failure of the Agent to accept delivery of a Mortgage or a joinder pursuant to the immediately preceding sentence shall not
be deemed to cause noncompliance by any Loan Party with any of the provisions hereof or of any other Loan Document.


 


5.13        Lender Meetings. Borrowers will, within 90 days after the close of each fiscal year of Parent, at the request of
Agent or of the Required Lenders and upon reasonable prior written notice, hold a meeting (at a mutually agreeable location and
time or, at the option of Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall
be reviewed the financial results of the previous fiscal year and the financial condition of the Loan Parties and their Subsidiaries
and the Projections presented for the current fiscal year of Parent.


 


5.14        Location of Inventory; Chief Executive Office. Each Loan Party will, and will cause each of its Subsidiaries to,
keep (a) their Inventory only at, or in transit between or to, the locations identified on Schedule 4.25 to this Agreement
except with respect to such Inventory that is at other locations where the Inventory does not, (i) at any single location, exceed
$250,000 or (ii) at all such locations, exceed $750,000 in the aggregate (provided that Borrowers may amend Schedule
4.25 to this Agreement so long as such amendment occurs by written notice to Agent not less than ten days (or such shorter
period as agreed to by the Agent in its sole discretion) prior to the date on which such Inventory is moved to such new location
and such new location is within the continental United States), and (b) their respective chief executive offices only at the locations
identified on Schedule 7 to the Guaranty and Security Agreement (or as otherwise notified to the Agent in accordance with the
Guaranty and Security Agreement). Each Loan Party will, and will cause each of its Subsidiaries to, subject to Section 3.6,
use their commercially reasonable efforts to obtain Collateral Access Agreements for each of the locations identified on Schedule
7 to the Guaranty and Security Agreement and Schedule 4.25 to this Agreement.




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5.15        OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. Each Loan Party will, and will cause each of
its Subsidiaries to comply with all applicable Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan
Parties and its Subsidiaries shall implement and maintain in effect policies and procedures reasonably designed to ensure compliance
by the Loan Parties and their Subsidiaries and their respective directors, officers, employees, agents and Affiliates with Sanctions,
Anti-Corruption Laws and Anti-Money Laundering Laws.


 


6.           NEGATIVE COVENANTS.


 


Each
Borrower covenants and agrees that, until the termination of all of the Commitments and the payment in full of the Obligations
(other than Contingent Surviving Obligations):


 


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


 


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


 


6.3          Restrictions on Fundamental Changes. Each Operating Loan Party will not, except
as otherwise permitted by this Agreement,


 


(a)          Other than in order to consummate a Permitted Acquisition, consummate any merger, consolidation, reorganization, or recapitalization,
or reclassify its Equity Interests, except for (i) any merger between Loan Parties; provided, that a Borrower must be the
surviving entity of any such merger to which it is a party and no merger may occur between Parent and any Borrower, (ii) any merger
between an Operating Loan Party and a Subsidiary of such Operating Loan Party that is not an Operating Loan Party so long as such
Operating Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Operating Loan
Party that are not Operating Loan Parties, and (iv) any distribution of assets, including Equity Interests of any Subsidiary,
by an Operating Loan Party to another Operating Loan Party, or by any Subsidiary of an Operating Loan Party which is not an Operating
Loan Party to another Subsidiary which is not an Operating Loan Party, it being understood that the foregoing shall not prohibit
the merger of CPI Card Group – Tennessee, Inc., a Tennessee corporation, with and into a newly formed Domestic Subsidiary
that becomes a Loan Party hereunder in accordance with Section 5.11,


 


(b)          liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for the liquidation or dissolution of
an Operating Loan Party (other than any Borrower) so long as all of the assets (including any interest in any Equity Interests)
of such liquidating or dissolving Operating Loan Party are transferred to an Operating Loan Party that is not liquidating or dissolving,


 


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


 


(d)          in the case of Loan Parties only, change its classification/status for U.S. federal income tax purposes.




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6.4          Disposal
of Assets. Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.9,
each Operating Loan Party will not, and will not permit any of its Restricted
Subsidiaries to, make any Dispositions of any of its or their assets (including by an allocation of assets among newly
divided limited liability companies pursuant to a “plan of division”).


 


6.5          Nature of Business. The Operating Loan Parties and their Restricted Subsidiaries, taken
as a whole, will not make any change in the principal nature of its or their business as conducted on the Closing Date or acquire
any properties or assets that are not reasonably related to the conduct of such business activities; provided, that the
foregoing shall not prevent any Operating Loan Party and its Restricted Subsidiaries from engaging in any business that is reasonably
related or ancillary or complementary to its or their business.


 


6.6          Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,


 


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


 


(i)           optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party or its Subsidiaries, other
than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances and other
intercompany advances made by any Loan Party, (D) Subordinated Indebtedness in accordance with the applicable Subordination Agreement,
or (E) other Indebtedness so long as the Payment Conditions are satisfied, or


 


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


 


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


 


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


 


(ii)          any Senior Secured Notes Documents in a manner prohibited by or inconsistent with the ABL/Notes Intercreditor Agreement.


 


6.7          Restricted
Payments. Each Operating Loan Party will not, and will not permit any of its Restricted
Subsidiaries to, make any Restricted Payment; provided, that so long as it is permitted by law, the following Restricted
Payments shall be permitted:


 


(a)          the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of
declaration of the dividend or distribution or the giving of a redemption notice, as the case may be, if at the date of declaration
or the giving of a redemption notice, (i) the dividend, distribution or redemption payment would have complied with the provisions
of this Agreement; and (ii) no Event of Default exists and is continuing;


 


(b)          the making of any Restricted Payment in exchange for, or within 60 days out of the net cash proceeds of the sale (other than to
a Subsidiary of a Loan Party) of, Equity Interests of any Operating Loan Party (other than Disqualified
Stock) or within 60 days from the contribution of common equity capital to any Operating Loan Party,
provided that, such Restricted Payment is made with such net cash proceeds from such sale or with the proceeds from such
common equity capital contribution;




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(c)          (i) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of any Operating
Loan Party, including premium, if any, and accrued interest, within 60 days with the net cash proceeds from an incurrence
of permitted Refinancing Indebtedness or in exchange for permitted Refinancing Indebtedness or (ii) the repurchase, redemption,
defeasance or other acquisition or retirement for value of Disqualified Stock of any Operating Loan
Party or preferred stock of any Restricted Subsidiaries of any Operating Loan Party within 60
days with the net cash proceeds from an incurrence of Disqualified Stock of any Operating Loan
Party or preferred stock of any Restricted Subsidiary of any Operating Loan Party or in exchange
for Disqualified Stock of any Operating Loan Party or preferred stock of any Restricted Subsidiary
of any Operating Loan Party;


 


(d)          the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted
Subsidiary of any Operating Loan Party to the holders of its Equity Interests on a pro rata
basis;


 


(e)          the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of any Operating
Loan Party or any of its Restricted Subsidiaries held by any current or former officer, director, manager, employee or
consultant of any Operating Loan Party or any of its Subsidiaries (or, in each case, their permitted
transferees, heirs or estates) pursuant to any employment agreement, equity subscription agreement, equity incentive plan, stock
option agreement, shareholders’ agreement, employee benefit plan or arrangement or other similar agreement, plan or arrangement;
provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not
exceed (i) $5,000,000 in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar
years subject to a maximum (without giving effect to clause (ii)) of $10,000,000 in any calendar year), plus (ii) the aggregate
cash proceeds received by any Operating Loan Party and its Restricted Subsidiaries from any
issuance or reissuance of Equity Interests to directors, officers, managers, employees and consultants and the proceeds of any
 “key man” life insurance policies; provided further that (A) in the case of any cash payments to be made under
this clause (e), such payments shall be permitted so long as the Payment Conditions are satisfied in each instance, and (B) the
cancellation of Indebtedness owing to any Operating Loan Party or its Restricted Subsidiaries
from members of management in connection with such repurchase of Equity Interests will not be deemed to be a Restricted Payment;


 


(f)           the repurchase, acquisition or retirement of Equity Interests deemed to occur upon the vesting of restricted shares or the exercise
of stock options, warrants, other convertible securities or stock appreciation or similar rights to the extent such Equity Interests
represent all or a portion of the exercise price of those stock options, warrants, other convertible securities or similar rights,
or the withholding of a portion of the Equity Interests granted or awarded to pay for the taxes payable upon such grant or award
(or the vesting thereof) and the payment of cash in lieu of fractional Equity Interest pursuant to the exchange or conversion
of any exchangeable or convertible securities; so long as, in the case of any cash payments, the Payment Conditions are satisfied;


 


(g)          (i) cash payments in lieu of issuance of fractional shares (A) in connection with the exercise of stock options, warrants or similar
rights or other securities convertible into or exchangeable for Capital Stock of any Operating Loan
Party (or any Parent Entity) or (B) in connection with any other dividend, split or combination thereof or any Permitted Acquisition,
in each case, otherwise permitted hereunder and (ii) any Operating Loan Party may repurchase
(or make Restricted Payments to any Parent Entity to enable it to repurchase) Capital Stock upon the exercise of warrants, options
or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the
exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless”
exercise; so long as, in the case of any cash payments, the Payment Conditions are satisfied;




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(h)          the declaration and payment of regularly scheduled or accrued dividends or distributions to holders of any class or series of
Disqualified Stock of any Loan Party or any class or series of preferred stock of any Restricted Subsidiary of any Loan Party
issued on or after the date of this Agreement in accordance with Section 6.1; so long as, in the case of any cash payments,
the Payment Conditions are satisfied;


 


(i)           purchases of fractional Equity Interests of any Operating Loan Party arising out of a consolidation,
merger or sale of all or substantially all of the properties or assets of any Operating Loan
Party that is permitted pursuant to Section 6.3;


 


(j)           payments or distributions in an amount determined by judgment or settlement approved by a court of competent jurisdiction, solely
in the nature of satisfaction of dissenting stockholder rights, pursuant to or in connection with a consolidation, merger or transfer
of assets that complies with Section 6.3;


 


(k)          payments or distributions to any Parent Entity of amounts (i) required for any such Person to pay any Related Taxes or (ii) to
pay any Parent Entity Expenses;


 


(l)           other Restricted Payments in an aggregate amount not to exceed the greater of (i) $20,000,000 and (ii) 35.0% of EBITDA for the
most recently ended four fiscal quarters for which internal financial statements are available; so long as, in the case of any
cash payments, the Payment Conditions are satisfied;


 


(m)         to the extent constituting Restricted Payments, the payment of contingent liabilities in respect of any adjustment of purchase
price, earn outs, deferred compensation and similar obligations of any Operating Loan Party
or any of its Restricted Subsidiaries;


 


(n)          the repurchase, redemption or other acquisition or retirement for value of any preferred stock of any Operating
Loan Party or any of its Restricted Subsidiaries, or any Subordinated Indebtedness, in each case, pursuant to customary
repurchase or change of control and other redemption provisions; so long as, in the case of any cash payments, the Payment Conditions
are satisfied;


 


(o)          additional Restricted Payments, in an amount equal to the Available Excluded Contribution Amount at such time;


 


(p)          Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable with respect to any present
or former employee (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators,
heirs, legatees or distributees of any of the foregoing) and any repurchases of Capital Stock in consideration of such payments
including deemed repurchases in connection with the exercise of stock options or the vesting of restricted stock, and any repurchases
of Capital Stock to fund such withholding or similar taxes;


 


(q)          Restricted Payments made on the Closing Date in connection with the execution of the Transactions and the use of proceeds therefrom;


 


(r)           [reserved];


 


(s)          the declaration and payment of dividends on any Operating Loan Party’s common stock (or
the payment of dividends to Parent or any Parent Entity to fund a payment of dividends on such company’s common stock),
in an aggregate amount per annum not to exceed 6% of Market Capitalization; so long as, in the case of any cash payments, the
Payment Conditions are satisfied; and




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(t)           other Restricted Payments in an aggregate amount not to exceed, in any year (i) the greater of (A) 5% of EBITDA for immediately
preceding fiscal year and (B) $2,000,000 without the requirement that the Payment Conditions be satisfied provided, that,
as of the date of any such Restricted Payment, no Event of Default exists and is continuing, and (ii) for any Restricted Payments,
in any year, in excess of the greater of (A) 5% of EBITDA for immediately preceding fiscal year and (B) $2,000,000, such Restricted
Payments shall be permitted so long as the Payment Conditions are satisfied.


 


For
purposes of determining compliance with this Section 6.7, for all Restricted Payments permitted under clauses (a) through
(s) of this Section 6.7, (i) Restricted Payments under clauses (a) through (s) of this Section 6.7 need not be permitted
solely by reference to one category of permitted Restricted Payments described in such clauses but may be permitted in part under
any combination thereof and (ii) in the event that a Restricted Payment (or any portion thereof) meets the criteria of one or
more of the categories of permitted Restricted Payments described in clauses (a) through (s) of this Section 6.7, the Administrative
Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Restricted Payment
(or any portion thereof) in any manner that complies with clauses (a) through (s) of this Section 6.7; it being understood
and agreed that any classification or reclassification of any Restricted Payment shall be subject to compliance with the provisions
of such applicable clause as of the date of such classification or reclassification.


 


6.8          Accounting
Methods. Each Loan Party will not, and will not permit any of its Subsidiaries to, modify or change its fiscal year or
its method of accounting (other than permissible under GAAP).


 


6.9          Investments. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, make or acquire any Investment except for Permitted Investments.


 


6.10        Transactions with Affiliates. Each Operating Loan Party will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to
exist any transaction with any Affiliate of any Operating Loan Party or any of its Restricted
Subsidiaries except for:


 


(a)          transactions no less favorable, taken as a whole, to such Operating Loan Party or such Restricted
Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate (and for
any transaction or series of related transactions involving aggregate consideration in excess of $10,000,000, with respect to
which Administrative Borrower delivers to the Agent a resolution adopted in good faith by a majority of the disinterested members
of the Board of Directors of Administrative Borrower approving such transaction and resolving that such transaction complies with
the foregoing),


 


(b)          any employment agreement, employee benefit plan, employee stock ownership plan, program or arrangement, indemnification or reimbursement
agreement or arrangement for directors, officers, employees, agents and consultants, stock option, stock repurchase agreement,
service agreement, incentive agreement, consulting agreement, severance agreement, insurance plan or any similar agreement, plan
or arrangement (including director compensation), in each case entered into by any Operating Loan Party
or any of their Restricted Subsidiaries in the ordinary course of business and payment
pursuant thereto,


 


(c)          any indemnity provided for the benefit of directors (or comparable managers) of an Operating Loan
Party or one of its Restricted Subsidiaries so long as it has been approved by such Operating
Loan Party’s or such Restricted Subsidiary’s board of directors (or comparable
governing body) in accordance with applicable law,


 


(d)          [reserved];




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(e)          payment of reasonable directors’ fees and reasonable compensation to officers, employees and consultants,


 


(f)           transactions solely among the Operating Loan Parties, and/or Restricted
Subsidiaries,


 


(g)          Loans and other transactions pursuant to the Senior Secured Notes Documents as in effect on the date hereof or as amended in accordance
with the terms hereof or the ABL/Notes Intercreditor Agreement,


 


(h)          any issuance of Equity Interests (other than Disqualified Stock) of any Operating Loan Party
to Affiliates, directors, officers or employees of any Operating Loan Party or any of their
Restricted Subsidiaries or to holders of Equity Interests in any Operating Loan Party;


 


(i)           transactions permitted by Section 6.1, Section 6.3, Section 6.7, or Section 6.9,


 


(j)           loans and advances paid to officers, directors, consultants, managers or employees of the Loan Parties or any of their Restricted
Subsidiaries in an amount not to exceed $2,500,000 in the aggregate at any one time outstanding;


 


(k)          transactions with Affiliates that are customers, clients, lessors, lessees, suppliers, contractors, joint venture partners or
purchasers or sellers of goods or services, in each case which are in the ordinary course of business and otherwise in compliance
with the terms of this Agreement, and which are fair to the Operating Loan Parties or their
Restricted Subsidiaries, as applicable, in the reasonable determination of the Operating Loan
Parties or their Restricted Subsidiaries, as applicable, or are on terms that, taken as a whole, are materially not less favorable
to the Operating Loan Parties or their Restricted Subsidiaries than could be obtained, at the
time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement
providing therefor, in a comparable arm’s-length transaction with a Person that is not an Affiliate;


 


(l)           transactions between the Loan Parties or their Restricted Subsidiaries and any Person that is an Affiliate of the Loan Parties
or their Restricted Subsidiaries solely because a director of such Person is also a director of any Loan Party; provided,
however, that such director abstains from voting as a director on any matter involving such other Person;


 


(m)         transactions with any Person solely in its capacity as a holder of Indebtedness or Capital Stock of the Operating
Loan Parties or their Restricted Subsidiaries if such transaction provides for equal treatment of such Person and all other
holders, in their capacity as holders, of the same series of such Indebtedness or of the same class of such Capital Stock;


 


(n)          [reserved];


 


(o)          contracts or arrangements between any Operating Loan Party or any of its Subsidiaries and any
of its Affiliates regarding coordination or joint defense of any litigation or any other action, suit, proceeding, claim or dispute
before any courts, arbitrators or governmental authority;


 


(p)          the granting of registration and other customary rights in connection with the issuance of Equity Interests or other securities
by any Operating Loan Party or any of its Restricted Subsidiaries;


 


(q)          [reserved];




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(r)           employment and severance or termination arrangements between any Operating Loan Party, any Restricted
Subsidiary or the Parent and any of their respective employees (including management and employee benefit plans or agreements,
subscription agreements or similar agreements pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar
rights with current or former employees and stock option or incentive plans and other compensation arrangements) in the ordinary
course of business and otherwise permitted under this Agreement; and


 


(s)          [reserved], or


 


(t)           agreements for the non-exclusive licensing of intellectual property, or distribution of products, in each case, among the Operating
Loan Parties and their Restricted Subsidiaries for the purpose of the counterparty thereof
operating its business, and agreements for the assignment of intellectual property from any Operating
Loan Party or any of its Restricted Subsidiaries to any Operating
Loan Party.


 


6.11        Use of Proceeds. Each Loan Party will not, and will not permit any of its Subsidiaries to, use the proceeds of any
Loan made hereunder for any purpose other than (a) on the Closing Date, (i) to repay, in full, the outstanding principal, accrued
interest, and accrued fees and expenses owing under or in connection with the Existing Credit Facility, and (ii) to pay the fees,
costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby
and thereby, in each case, as set forth in the Flow of Funds Agreement, and (b) thereafter, consistent with the terms and conditions
hereof, for their lawful and permitted purposes; provided, that (x) no part of the proceeds of the Loans will be used to
purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or
for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors, (y) no part of the proceeds of
any Loan or Letter of Credit will be used, directly or indirectly, to make any payments to a Sanctioned Entity or a Sanctioned
Person, to fund any investments, loans or contributions in, or otherwise make such proceeds available to, a Sanctioned Entity
or a Sanctioned Person, to fund any operations, activities or business of a Sanctioned Entity or a Sanctioned Person, or in any
other manner that would result in a violation of Sanctions by any Person, and (z) that no part of the proceeds of any Loan or
Letter of Credit will be used, directly or indirectly, in furtherance of an offer, payment, promise to pay, or authorization of
the payment or giving of money, or anything else of value, to any Person in violation of any Sanctions, Anti-Corruption Laws or
Anti-Money Laundering Laws.


 


6.12        Limitations on Activities of Parent. Parent will not:


 


(a)          conduct, transact or otherwise engage in any business or operations other than (i) those incidental to its ownership of the Capital
Stock of CPI CG and those incidental to other Investments by or in Parent (including the issuance of preferred stock (other than
Disqualified Stock)) in consideration for the purchase of its Capital Stock from present or former employees (and their spouses,
former spouses, heirs, estates and assigns) of CPI CG or any other Operating Loan Party or pursuant to any equity subscription,
shareholder, employment or other agreement, (ii) activities incidental to the maintenance of its existence and compliance with
applicable Laws and legal, tax, accounting and administrative matters related thereto or to Parent being a member of the consolidated
group with the Operating Loan Parties and their Subsidiaries, (iii) activities relating to the performance of obligations under
the Senior Secured Notes Documents, the Loan Documents and any other Indebtedness permitted to be incurred hereunder to which
Parent is a party or in respect of which Parent is a guarantor or any other Indebtedness otherwise permitted hereunder for which
Parent provides a guarantee, (iv) the receipt and payment by Parent of Restricted Payments permitted under Section 6.7,
(v) preparing reports to governmental authorities and to its shareholders, (vi) providing indemnification for its employees, (vii)
making payments permitted under Section 6.10 and the performance of its obligations under any document, agreement and/or
Investments consisting of guarantee obligations (other than in respect of Indebtedness) entered into in the ordinary course of
business, (viii) the other transactions expressly permitted under this Section 6.12, and (ix) activities incidental to
any of the foregoing;




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(b)          incur, create, assume or suffer to exist any Indebtedness or any Liens on its assets, except (i) the Indebtedness incurred by
Parent under the Loan Documents or the Senior Secured Notes Documents, (and any Permitted Refinancing Indebtedness in respect
of the Indebtedness thereunder), (ii) guarantee obligations or other obligations of the Operating Loan Parties that are otherwise
permitted hereunder, (iii) the Liens created under the Loan Documents and Senior Secured Notes Documents to which it is a party
(and, in each case, under the security documents entered into in connection with any Permitted Refinancing Indebtedness in respect
thereof) and, subject to the Intercreditor Agreements, any security documents relating to any Notes Priority Collateral that are
secured on a pari passu (without regard to the control of remedies) or junior basis with the Senior Secured Notes Indebtedness,
(v) Permitted Liens arising in the ordinary course of business or by operation of Law and (vi) the other transactions expressly
permitted under this this Section 6.12;


 


(c)          own, lease, manage or otherwise operate or transfer any properties or assets (including cash) other than (i) the ownership of
shares of Capital Stock of CPI CG and de minimis amounts of other assets incidental to its business, (ii) (A) cash, Cash Equivalents
and other assets received in connection with Restricted Payments permitted under Section 6.7 received from any of its Subsidiaries
or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Parent pending the application
thereof, and (B) the proceeds of Indebtedness permitted under Section 6.1, (iii) the other transactions expressly permitted
under this Section 6.12, (iv) assets temporarily held by Parent pending contribution to CPI CG or any other Operating Loan
Party) and (iv) ownership of intellectual property set forth on Schedule 6.12 and the transfer thereof to CPI CG; or


 


(d)          consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution),
or dispose of all or substantially all of its any properties, assets or business.


 


6.13        Inventory
with Bailees. Each Borrower will not, and will not permit any of its Subsidiaries to, store its Inventory at any time
with a bailee, warehouseman, or similar party except as set forth on Schedule 4.25 (as such Schedule has been amended in
accordance with Section 5.14).


 


6.14        [Reserved].


 


6.15        Immaterial Subsidiaries. Each Loan Party will not permit any Immaterial Subsidiary to (a) own 5% or more of the
consolidated total assets of the Loan Parties and their Subsidiaries, (b) generate 5% or more of the consolidated revenues of
the Loan Parties and their Subsidiaries, (c) become the owner of Equity Interests of any Subsidiary of a Loan Party that otherwise
constitutes a Material Subsidiary.


 


7.           FINANCIAL
COVENANT.


 


Loan
Parties covenant and agree that, until the termination of all of the Commitments and the payment in full of the Obligations (other
than Contingent Surviving Obligations), Loan Parties will maintain, commencing with the fiscal month immediately following the
fiscal month in which a Covenant Trigger Event has occurred, a Fixed Charge Coverage Ratio, calculated for each 12 month period
ending on the first day of any Covenant Testing Period and the last day of each fiscal month occurring until the end of any Covenant
Testing Period (including the last day thereof), in each case, of at least 1.00 to 1.00.




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8.           EVENTS
OF DEFAULT.


 


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


 


8.1          Payments. If Borrowers fail to pay when due and payable, or when declared due and payable, (a) all or any portion
of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other
amounts (other than any portion thereof constituting principal) constituting Obligations (including any portion thereof that accrues
after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim
in any such Insolvency Proceeding), and such failure continues for a period of five Business Days, (b) all or any portion of the
principal of the Loans, or (c) any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit;


 


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


 


(a)          fails to perform or observe any covenant or other agreement contained in any of (i) Sections 3.6, 5.1, 5.2, 5.3
(solely if any Borrower is not in good standing in its jurisdiction of organization), 5.6, 5.7 (solely if any
Borrower refuses, within five days of a request by Agent, to allow Agent or its representatives or agents to visit any Borrower’s
properties, inspect its assets or books or records, examine and make copies of its books and records, or discuss Borrowers’
affairs, finances, and accounts with officers and employees of any Borrower), 5.10, 5.11 or 5.14(b) of this Agreement,
(ii) Section 6 of this Agreement, (iii) Section 7 of this Agreement, or (iv) Section 7 of the Guaranty and
Security Agreement;


 


(b)          (x) fails to perform or observe any covenant or other agreement contained in any of Sections 5.3 (other than if any Borrower
is not in good standing in its jurisdiction of organization), 5.4, 5.5, 5.8, 5.12, or 5.13
and of this Agreement and such failure continues for a period of ten days after the earlier of (i) the date on which such failure
shall first become known to any Responsible Officer of any Loan Party, or (ii) the date on which written notice thereof is
given to Borrowers by Agent; or (y) fails to perform or observe any covenant or other agreement contained in Section 5.14
(other than Section 5.14(b)) and such failure continues for a period of five days after the earlier of (i) the date on
which such failure shall first become known to any Responsible Officer of any Loan Party, or (ii) the date on which written notice
thereof is given to Borrowers by Agent; or


 


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


 


8.3          Judgments.
If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of $10,000,000, or more (except
to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has
not denied coverage or valid third party indemnifications for which the indemnifying party thereof has been notified of such claim
and has not challenged such indemnification) is entered or filed against a Loan Party or any of its Subsidiaries, or with respect
to any of their respective assets, and either (a) there is a period of sixty consecutive days at any time after the entry of any
such judgment, order, or award during which (i) the same is not discharged, satisfied, vacated, or bonded pending appeal, or (ii)
a stay of enforcement thereof is not in effect, or (b) enforcement proceedings are commenced upon such judgment, order, or award;




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


 


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


 


8.6          Default Under Other Agreements. If there is (a) a default in one or more agreements to which a Loan Party or any
of its Subsidiaries is a party with one or more third Persons relative to a Loan Party’s or any of its Subsidiaries’
Indebtedness involving an aggregate amount of $10,000,000 or more, and such default (after giving effect to any applicable grace
or cure period with respect thereto) (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right
by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party’s or its Subsidiary’s
obligations thereunder, or (b) a default in or an involuntary early termination of one or more Hedge Agreements to which a Loan
Party or any of its Subsidiaries is a party involving an aggregate amount equal to $500,000 or more, or (c) a termination or cancellation
of any Material Contract (except for a termination or non-renewal in accordance with such Material Contract’s terms so long
as such termination or non-renewal could not reasonably be expected to have a Material Adverse Effect); provided, that,
so long as the Agent has not exercised any remedies under this Section 8.6, any Default or Event of Default under this
Section 8.6 shall be immediately cured and no longer continuing (without any action on the part of the Agent, any Lender
or otherwise) as and when any such failure (A) is remedied by the applicable Loan Party or Subsidiary or (B) is waived (including
in the form of amendment) by the requisite holders of any applicable Indebtedness in respect of which any such failure occurred;


 


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


 


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


 


8.9          Security Documents. If the Guaranty and Security Agreement or any other Loan Document that purports to create a
Lien, shall, for any reason, fail or cease to create a valid and perfected and first priority Lien on the Collateral covered thereby
subject only to Permitted Liens, except (a) as a result of a disposition of the applicable Collateral in a transaction permitted
under this Agreement, (b) with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at
any time, $500,000, (c) as to Collateral consisting of real property to the extent that such losses are covered by a lender’s
title insurance policy and such insurer has not denied coverage, or (d) solely as the result of an action or failure to act on
the part of Agent;




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


 


8.11        Change of Control. A Change of Control shall occur.


 


9.           RIGHTS
AND REMEDIES.


 


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


 


(a)          by written notice to Borrowers, (i) declare the principal of, and any and all accrued and unpaid interest and fees in respect
of, the Loans and all other Obligations (other than the Contingent Surviving Obligations), whether evidenced by this Agreement
or by any of the other Loan Documents to be immediately due and payable, whereupon the same shall become and be immediately due
and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or
further notice or other requirements of any kind, all of which are hereby expressly waived by each Borrower, and (ii) direct Borrowers
to provide (and Borrowers agree that upon receipt of such notice Borrowers will provide) Letter of Credit Collateralization to
Agent to be held as security for Borrowers’ reimbursement obligations for drawings that may subsequently occur under issued
and outstanding Letters of Credit;


 


(b)          by written notice to Borrowers, declare the Commitments terminated, whereupon the Commitments shall immediately be terminated
together with (i) any obligation of any Revolving Lender to make Revolving Loans, (ii) the obligation of the Swing Lender to make
Swing Loans, and (iii) the obligation of Issuing Bank to issue Letters of Credit; and


 


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


 


The
foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 8.4 or Section
8.5, in addition to the remedies set forth above, without any notice to Borrowers or any other Person or any act by the Lender
Group, the Commitments shall automatically terminate and the Obligations (other than the Contingent Surviving Obligations), inclusive
of the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other
than the Contingent Surviving Obligations), whether evidenced by this Agreement or by any of the other Loan Documents, shall automatically
become and be immediately due and payable and Borrowers shall automatically be obligated to repay all of such Obligations in full
(including Borrowers being obligated to provide (and Borrowers agree that they will provide) (1) Letter of Credit Collateralization
to Agent to be held as security for Borrowers’ reimbursement obligations in respect of drawings that may subsequently occur
under issued and outstanding Letters of Credit and (2) Bank Product Collateralization to be held as security for Borrowers’
or their Subsidiaries’ obligations in respect of outstanding Bank Products), without presentment, demand, protest, or notice
or other requirements of any kind, all of which are expressly waived by Parent and Borrowers. If any amount remains on deposit
as Letter of Credit Collateralization after all Letters of Credit have either been fully drawn or expired, terminated, cancelled
or returned, such remaining amount shall be applied to the other Obligations, if any, in the order set forth in Section 2.4(b)(ii).




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


 


10.         WAIVERS;
INDEMNIFICATION.


 


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


 


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




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




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11.         NOTICES.


 


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


 


	If
    to any Loan Party:	c/o
Administrative Borrower 

        10368
West Centennial Road 

	 	Littleton,
    CO  80127
	 	Attn:
    John Lowe
	 	Chief
    Financial Officer
	 	Fax
No. 720-681-6129 

                                                          

        With
copy to (same address): 

         

        Attn:
Sarah Kilgore 

                   Chief Legal and Compliance Officer 

        Email:
[*****]

        legalnotice@cpicardgroup.com 

	 	 
	with
    copies to:	Sidley
    Austin LLP
	 	One
    South Dearborn
	 	Chicago,
    Illinois 60603
	 	Attn:  Anny
    Huang, Esq.
	 	Fax
    No.:  312-853-7036
	 	 
	If
    to Agent:	WELLS
    FARGO BANK, NATIONAL ASSOCIATION
	 	1800
Century Park E 

        Floor
11, 1100 

        Los
Angeles, CA 90067-2113 

	 	Attn:
    Loan Portfolio Manager
	 	 
	with
    copies to:	Blank
    Rome LLP
	 	1271
    Avenue of the Americas
	 	New
    York, NY 10020
	 	Attn:  Mitchell
    M. Brand, Esq.
	 	Fax
No.: (917) 332-3768 

        Email:
[*****]



 


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




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


 


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


 


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


 


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


 


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




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


 


13.         ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.


 


13.1       
Assignments and Participations.


 


(a)          (i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of its
rights and duties under the Loan Documents (including the Obligations owed to it and its Commitments) to one or more assignees
so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”), with the prior written
consent (such consent not be unreasonably withheld or delayed) of:


 


(A)       Borrowers; provided, that no consent of Borrowers shall be required (1) if a Default or Event of Default has occurred and
is continuing, or (2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons)
of a Lender; provided further, that Borrowers shall be deemed to have consented to a proposed assignment unless they object
thereto by written notice to Agent within five Business Days after having received notice thereof; and


 


(B)        Agent, Swing Lender, and Issuing Bank.


 


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


 


(A)       no assignment may be made to a natural person or a Disqualified Institution,


 


(B)        no assignment may be made to a Loan Party, an Affiliate of a Loan Party, or any Sponsor Affiliated Entity,


 


(C)        the amount of the Commitments and the other rights and obligations of the assigning Lender hereunder and under the other Loan
Documents subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment
is delivered to Agent) shall be in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum amount shall not
apply to (I) an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of such
Lender, or (II) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the
extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000),




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


 


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


 


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


 


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


 


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


 


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




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


 


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


 


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




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(g)          Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all
or any portion of its rights under and interest in this Agreement to secure obligations of such Lender, including any pledge in
favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR
 §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable
law; provided, that no such pledge shall release such Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.


 


(h)          Agent (as a non-fiduciary agent on behalf of Borrowers) shall maintain, or cause to be maintained, a register (the “Register”)
on which it enters the name and address of each Lender as the registered owner of the Loans (and the principal amount thereof
and stated interest thereon) held by such Lender (each, a “Registered Loan”). Other than in connection with
an assignment by a Lender of all or any portion of its portion of the Loans to an Affiliate of such Lender or a Related Fund of
such Lender (i) a Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in
part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide) and
(ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may
be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note,
if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the
holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered
notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration
of assignment or sale of any Registered Loan (and the registered note, if any evidencing the same), Borrowers shall treat the
Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof
for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case
of any assignment by a Lender of all or any portion of its Loans to an Affiliate of such Lender or a Related Fund of such Lender,
and which assignment is not recorded in the Register, the assigning Lender, as a non-fiduciary agent on behalf of Borrowers, shall
maintain a register comparable to the Register, which shall in any event contain the names and addresses of each such assignee
and the principal amounts and stated interest of such Loans, and such Lender agrees to disclose such register to the extent necessary
to establish that the applicable commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations. The entries in the Register shall be conclusive absent manifest error, and Borrowers,
Agent and Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement. This Section 13.1(h) shall be construed so that the Commitments, Loans or its other
obligations under any Loan Document are at all times maintained in “registered form” within the meanings of Sections
163(f), 871(h)(2) and 881(c)(2) of the IRC and any Treasury Regulations (and any successor provisions) promulgated thereunder,
including Treasury Regulations Sections 5f.103-1(c) and 1.871-14.


 


(i)           In the event that a Lender sells participations in the Registered Loan, such Lender, as a non-fiduciary agent on behalf of Borrowers,
shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans
held by it (and the principal amount (and stated interest thereon) of the portion of such Registered Loans that is subject to
such participations) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing
the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and
each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any,
evidencing the same) may be effected only by the registration of such participation on the Participant Register. No Lender shall
have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any
information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan,
letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for
maintaining a Participant Register.




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


 


13.2        Successors.
This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided,
that no Borrower may assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent
and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release
any Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder
and thereunder pursuant to Section 13.1 and, except as expressly required pursuant to Section 13.1, no consent or
approval by any Borrower is required in connection with any such assignment.


 


14.         AMENDMENTS;
WAIVERS.


 


14.1        Amendments
and Waivers.


 


(a)          No amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than any amendment
to effect an Increase contemplated by Section 2.14 and any amendment or modification to the Fee Letter), and no consent
with respect to any departure by Parent or any Borrower therefrom, shall be effective unless the same shall be in writing and
signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party
thereto and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose
for which given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the
Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:


 


(i)           increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the last sentence
of Section 2.4(c)(i),


 


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


 


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


 


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


 


(v)          amend, modify, or eliminate Section 3.1 or 3.2,




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


 


(vii)        other than as permitted by Section 15.11, release or contractually subordinate Agent’s Lien in and to any of the
Collateral (other than to the extent such release or subordination is required by the ABL/Notes Intercreditor Agreement, in which
case no consent of the Lenders shall be required),


 


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


 


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


 


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


 


(xi)          at any time that any Real Property is included in the Collateral, add, increase, renew or extend any Loan, Letter of Credit or
Commitment hereunder until the completion of flood due diligence, documentation and coverage as required by the Flood Laws or
as otherwise satisfactory to all Lenders, or


 


(xii)         amend, modify, or eliminate any of the provisions of Section 13.1 with respect to assignments to, or participations with,
Persons who are Loan Parties, Affiliates of a Loan Party, or Sponsor Affiliated Entities;


 


(b)          No amendment, waiver, modification, or consent shall amend, modify, waive, or eliminate,


 


(i)           the definition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrowers (and
shall not require the written consent of any of the Lenders),


 


(ii)          any provision of Section 15 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other
Loan Documents, without the written consent of Agent, Borrowers, and the Required Lenders;


 


(c)          No amendment, waiver, modification, elimination, or consent shall amend, without written consent of Agent, Borrowers and the Supermajority
Lenders, modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible
Accounts, Eligible Cash, Eligible Finished Goods Inventory, Eligible Raw Material Inventory, Eligible Work-in-Process Inventory,
Eligible In-Transit Inventory and Eligible Inventory) that are used in such definition to the extent that any such change results
in more credit being made available to Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Maximum
Revolver Amount, or change Section 2.1(c);


 


(d)          No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the
other Loan Documents pertaining to Issuing Bank, or any other rights or duties of Issuing Bank under this Agreement or the other
Loan Documents, without the written consent of Issuing Bank, Agent, Borrowers, and the Required Lenders;




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(e)          No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the
other Loan Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this Agreement or the other
Loan Documents, without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders; and


 


(f)           Anything in this Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination, waiver, consent,
termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to
the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of any Loan Party, shall
not require consent by or the agreement of any Loan Party, (ii) any amendment, waiver, modification, elimination, or consent of
or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over
the objection of, any Defaulting Lender [other than any of the matters governed by Section 14.1(a)(i) through (iii)
that affect such Lender, and (iii) any amendment contemplated by Section 2.12(d)(iii) of this Agreement in connection
with a Benchmark Transition Event or an Early Opt-in Election shall be effective as contemplated by such Section 2.12(d)(iii)
hereof.


 


14.2        Replacement of Certain Lenders.


 


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


 


(b)          Prior to the effective date of such replacement, the Non-Consenting Lender or Tax Lender, as applicable, and each Replacement
Lender shall execute and deliver an Assignment and Acceptance, subject only to the Non-Consenting Lender or Tax Lender, as applicable,
being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including
(i) all interest, fees and other amounts that may be due in payable in respect thereof, (ii) an assumption of its Pro Rata Share
of participations in the Letters of Credit, and (iii) Funding Losses). If the Non-Consenting Lender or Tax Lender, as applicable,
shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement,
Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the
Non-Consenting Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and
Acceptance, the Non-Consenting Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such Assignment
and Acceptance. The replacement of any Non-Consenting Lender or Tax Lender, as applicable, shall be made in accordance with the
terms of Section 13.1. Until such time as one or more Replacement Lenders shall have acquired all of the Obligations, the
Commitments, and the other rights and obligations of the Non-Consenting Lender or Tax Lender, as applicable, hereunder and under
the other Loan Documents, the Non-Consenting Lender or Tax Lender, as applicable, shall remain obligated to make the Non-Consenting
Lender’s or Tax Lender’s, as applicable, Pro Rata Share of Revolving Loans and to purchase a participation in each
Letter of Credit, in an amount equal to its Pro Rata Share of participations in such Letters of Credit.




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


 


15.         AGENT; THE LENDER GROUP.


 


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




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


 


15.3        Liability of Agent. None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be
taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby
(except for its own gross negligence, bad faith or willful misconduct), or (b) be responsible in any manner to any of the Lenders
(or Bank Product Providers) for any recital, statement, representation or warranty made by any Loan Party or any of its Subsidiaries
or Affiliates, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement
or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any
other Loan Document, or for any failure of any Loan Party or its Subsidiaries or any other party to any Loan Document to perform
its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lenders (or Bank Product
Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the books and records or properties of any Loan Party or its Subsidiaries.
No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request
for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be required
to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any
Loan Document or applicable law or regulation.


 


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




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15.5        Notice of Default or Event of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of
any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required
to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge,
unless Agent shall have received written notice from a Lender or Borrowers referring to this Agreement, describing such Default
or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders
of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual
knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each
Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall
take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with
Section 9; provided, that unless and until Agent has received any such request, Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.


 


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




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


 


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




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15.9        Successor Agent. Agent may resign as Agent upon 30 days (ten days if an Event of Default has occurred and is continuing)
prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is
waived by Borrowers or a Default or Event of Default has occurred and is continuing) and without any notice to the Bank Product
Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default
has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned),
appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent’s resignation is
effective, it is acting as Issuing Bank or the Swing Lender, such resignation shall also operate to effectuate its resignation
as Issuing Bank or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue
Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of
Agent, Agent may appoint, after consulting with the Lenders and Borrowers, a successor Agent. If Agent has materially breached
or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing
to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and
is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event,
upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers,
and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s
appointment, powers, and duties as Agent shall be terminated; provided that the retiring Agent’s obligations under
Section 17.9 of this Agreement shall survive. After any retiring Agent’s resignation hereunder as Agent, the provisions
of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under
this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s
notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and Required Lenders
shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent
as provided for above; provided that in such circumstance, the Required Lenders shall designate a single Lender for purposes
of giving to or receiving from Borrowers any notices, documents, certificates, schedules, updates or other information, written
or otherwise, until a successor agent shall have been appointed pursuant to the terms hereof, and each obligation of Borrowers
to deliver notices, documents, certificates, schedules, updates or other information to Agent shall be deemed satisfied when delivered
by Borrowers to such designated Lender for such period of time.


 


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




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15.11     
Collateral Matters.


 


(a)          The
Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed
to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction
in full by the Loan Parties and their Subsidiaries of all of the Obligations other than Contingent Surviving Obligations, (ii)
constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers
certify to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement (and Agent may rely conclusively
on any such certificate, without further inquiry), (iii) constituting property in which no Loan Party or any of its Subsidiaries
owned any interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased
or licensed to a Loan Party or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted
under this Agreement, (v) in connection with a credit bid or purchase authorized under this Section 15.11, (vi) as to the
pledge of Equity Interests of First-Tier Foreign Subsidiaries, in connection with a reorganization, change or modification of
the direct or indirect ownership of such First-Tier Foreign Subsidiaries by a Borrower or a Guarantor, as applicable, in compliance
with this Agreement, a release may be obtained as to such Equity Interests in connection with the substitution of a pledge of
the applicable percentage as required pursuant to the Guaranty and Security Agreement of any one or more new or replacement First-Tier
Foreign Subsidiaries pursuant to valid security documents to the extent required by the Guaranty or Security Agreement, (vii)
with respect to and to the extent of the Collateral pledged by a Guarantor, upon the release of the guarantee of such Guarantor
pursuant to this Section 15.11, or (viii) to the extent required by the terms of the ABL/Notes Intercreditor Agreement.
The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product
Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (a) consent to the sale of,
credit bid, or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any
sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid
or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other
disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or
(c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at
any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding
or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed
to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations
with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would
not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral
and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to
credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest
in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations
are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation
to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or
in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon
the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any
entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the
Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate
amount of Obligations so credit bid) based upon the value of such non-cash consideration; provided, that Bank Product Obligations
not entitled to the application set forth in Section 2.4(b)(iii)(J) of this Agreement shall not be entitled to be, and
shall not be, credit bid, or used in the calculation of the ratable interest of the Lenders and Bank Product Providers in the
Obligations which are credit bid. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral
without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders
(without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring
the authorization of the Bank Product Providers). Upon request by Agent or Borrowers at any time, the Lenders will (and if so
requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any such Liens on particular
types or items of Collateral pursuant to this Section 15.11; provided, that (1) anything to the contrary contained
in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary
to evidence such release on terms that, in Agent’s opinion, could expose Agent to liability or create any obligation or
entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release
shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or
obligations of Borrowers in respect of) any and all interests retained by any Borrower, including, the proceeds of any sale, all
of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably
authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize)
Agent, at its option and in its sole discretion, to subordinate (by contract or otherwise) any Lien
granted to or held by Agent on any property under any Loan Document (a) to the holder of any Permitted Lien on such property
if such Permitted Lien secures purchase money Indebtedness (including Capitalized Lease Obligations) which constitute Permitted
Indebtedness and (b) to the extent Agent has the authority under this Section 15.11 to release its Lien on such property.
Notwithstanding the provisions of this Section 15.11, the Agent shall be authorized, without the consent of any Lender
and without the requirement that an asset sale consisting of the sale, transfer or other disposition having occurred, to release
any security interest in any building, structure or improvement located in an area determined by the Federal Emergency Management
Agency to have special flood hazards provided, that such building, structure or improvement
has an immaterial fair market value.




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


 


(c)          A Guaranty of a Guarantor (other than Parent) will be automatically and unconditionally released (and thereupon shall terminate
and be discharged and be of no further force and effect):


 


(i)           in connection with any sale or other disposition (including by merger or otherwise) of Equity Interests of the Guarantor after
which such Guarantor is no longer a Subsidiary, if the sale or disposition of such Equity Interests of that Guarantor complies
with Section 6.4 of this Agreement; and


 


(ii)          in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way
of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Parent or a Subsidiary,
if the sale or other disposition does not violate Section 6.4 of this Agreement.


 


Except
as provided above, Agent will not execute and deliver a release of any Guaranty without the prior written authorization of the
Required Lenders whose consent would be required pursuant to Section 14.1 of this Agreement. Upon any occurrence giving
rise to a release of a Guaranty as specified above, Agent shall execute any documents reasonably required in order to evidence
or effect such release, suspension, discharge and termination in respect of such Guaranty.




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15.12     
Restrictions on Actions by Lenders; Sharing of Payments.


 


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


 


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


 


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


 


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


 


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




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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




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16.         WITHHOLDING
TAXES.


 


16.1        Payments. All payments made by any Loan Party under any Loan Document will be made free and clear of, and without
deduction or withholding for, any Taxes, except as otherwise required by applicable law, and in the event any deduction or withholding
of Taxes is required, the applicable Loan Party shall make the requisite withholding, promptly pay over to the applicable Governmental
Authority the withheld tax, and furnish to Agent as promptly as practicable after the date the payment of any such Tax is due
pursuant to applicable law, certified copies or other evidence reasonably satisfactory to Agent of tax receipts evidencing such
payment by the Loan Parties. Furthermore, if any such Tax is an Indemnified Tax or an Indemnified Tax is so levied or imposed,
the Loan Parties agree to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that
the applicable Lender or Participant receives an amount equal to the sum it would have received had no such Indemnified Tax been
so levied or imposed. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other Taxes upon Agent’s
demand. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in Section 10.3 of this
Agreement) (collectively a “Tax Indemnitee”) for the full amount of Indemnified Taxes arising in connection
with this Agreement or any other Loan Document or breach thereof by any Loan Party (including any Indemnified Taxes imposed or
asserted on, or attributable to, amounts payable under this Section 16) imposed on, or paid by, such Tax Indemnitee and
all reasonable costs and expenses related thereto (including fees and disbursements of attorneys and other tax professionals),
as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that
a court of competent jurisdiction finally determines to have resulted from the gross negligence, bad faith or willful misconduct
of such Tax Indemnitee). The obligations of the Loan Parties under this Section 16 shall survive the termination of this
Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.


 


16.2        Exemptions.


 


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


 


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




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


 


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


 


(iv)         if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding
tax because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (including
a withholding statement and copies of the tax certification documentation for its beneficial owner(s) of the income paid to the
intermediary, if required based on its status provided on the Form W-8IMY); or


 


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


 


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


 


(c)          If a Lender or Participant claims an exemption from or reduction of withholding tax in a jurisdiction other than the United States,
such Lender or such Participant agrees with and in favor of Agent and Borrowers, to deliver to Agent and Administrative Borrower
(or, in the case of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under
the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax
before receiving its first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver
such forms, or the providing of or delivery of such forms in the Lender’s reasonable judgment would not subject such Lender
to any material unreimbursed cost or expense or materially prejudice the legal or commercial position of such Lender (or its Affiliates);
provided, further, that nothing in this Section 16.2(c) shall require a Lender or Participant to disclose
any information that it deems to be confidential (including its tax returns). Each Lender and each Participant shall provide new
forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and promptly notify Agent and
Administrative Borrower (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances
which would modify or render invalid any claimed exemption or reduction.


 


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




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


 


16.3        Reductions.


 


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


 


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




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16.4        Refunds.
If Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified
Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event
of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan
Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16
with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and
without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided,
that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus
any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest
or other charges imposed as a result of the willful misconduct, bad faith or gross negligence of Agent or Lender hereunder as
finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required
to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section
16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which
it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying
party pursuant to this Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less
favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to
such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect
to such Tax had never been paid.


 


17.         GENERAL
PROVISIONS.


 


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


 


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


 


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


 


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


 


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




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


 


17.7        Counterparts; Electronic Execution. This Agreement and any notices delivered under this Agreement may be executed
by means of (a) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act,
state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (b)
an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned,
or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as
an original manual signature. Agent reserves the right, in its sole discretion, to accept, deny, or condition acceptance of any
electronic signature on this Agreement or on any notice delivered to Agent under this Agreement. This Agreement and any notices
delivered under this Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one instrument. Delivery of an executed counterpart of a signature page
of this Agreement and any notices as set forth herein will be as effective as delivery of a manually executed counterpart of this
Agreement or notice. The foregoing shall apply to each other Loan Document mutatis mutandis.




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17.8        Revival and Reinstatement of Obligations; Certain Waivers.


 


(a)          If any member of the Lender Group or any Bank Product Provider repays, refunds, restores, or returns in whole
or in part, any payment or property (including any proceeds of Collateral) previously paid or transferred to such
member of the Lender Group or such Bank Product Provider in full or partial satisfaction of any Obligation or on account
of any other obligation of any Loan Party under any Loan Document or any Bank Product Agreement, because the
payment, transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void, voidable, or otherwise
recoverable under any law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent transfers,
preferences, or other voidable or recoverable obligations or transfers (each, a “Voidable Transfer”),
or because such member of the Lender Group or Bank Product Provider elects to do so on the reasonable advice of its counsel
in connection with a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer, then, as to any
such Voidable Transfer, or the amount thereof that such member of the Lender Group or Bank Product Provider elects to repay,
restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all reasonable and documented
out of pocket costs, expenses, and reasonable and documented attorneys’ fees of such member of the Lender Group or
Bank Product Provider related thereto, (i) the liability of the Loan Parties with respect to the amount or property
paid, refunded, restored, or returned will automatically and immediately be revived, reinstated, and restored and will exist,
and (ii) Agent’s Liens securing such liability shall be effective, revived, and remain in full force and effect,
in each case, as fully as if such Voidable Transfer had never been made.  If, prior to any of the foregoing, (A)
Agent’s Liens shall have been released or terminated, or (B) any provision of this Agreement shall have been terminated
or cancelled, Agent’s Liens, or such provision of this Agreement, shall be reinstated in full force and effect
and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect
the obligation of any Loan Party in respect of such liability or any Collateral securing such liability. This provision
shall survive the termination of this Agreement and the repayment in full of the Obligations.


 


17.9        Confidentiality.


 


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




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


 


(c)          Each Loan Party agrees that Agent may make materials or information provided by or on behalf of Borrowers hereunder (collectively,
 “Borrower Materials”) available to the Lenders by posting the communications on IntraLinks, SyndTrak or a substantially
similar secure electronic transmission system (the “Platform”). The Platform is provided “as is”
and “as available.” Agent does not warrant the accuracy or completeness of Borrower Materials, or the adequacy of
the Platform and expressly disclaim liability for errors or omissions in the communications. No warranty of any kind, express,
implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party
rights or freedom from viruses or other code defects, is made by Agent in connection with Borrower Materials or the Platform.
In no event shall Agent or any of the Agent-Related Persons have any liability to the Loan Parties, any Lender or any other person
for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether
in tort, contract or otherwise) arising out of any Loan Party’s or Agent’s transmission of communications through
the Internet, except to the extent the liability of such person is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from such person’s gross negligence bad faith or willful misconduct. Each Loan Party further
agrees that certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive
material non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”).
The Loan Parties shall be deemed to have authorized Agent and its Affiliates and the Lenders to treat Borrower Materials marked
 “PUBLIC” or otherwise at any time filed with the SEC as not containing any material non-public information with respect
to the Loan Parties or their securities for purposes of United States federal and state securities laws; provided, however,
that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section
17.9(a) of this Agreement. All Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated as “Public Investor” (or another similar term). Agent and its Affiliates and the
Lenders shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” or that are not at any time
filed with the SEC as being suitable only for posting on a portion of the Platform not marked as “Public Investor”
(or such other similar term).




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


 


17.11     
Patriot Act; Due Diligence. Each Lender that is subject to the requirements of the Patriot Act hereby notifies the
Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that
identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will
allow such Lender to identify each Loan Party in accordance with the Patriot Act. In addition, Agent and each Lender shall have
the right to periodically conduct due diligence on all Loan Parties, their senior management and key principals and legal and
beneficial owners. Each Loan Party agrees to cooperate in respect of the conduct of such due diligence and further agrees that
the reasonable costs and charges for any such due diligence by Agent shall constitute Lender Group Expenses hereunder and be for
the account of Borrowers.


 


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


 


17.13     
CPI CG as Agent for Borrowers. Each Borrower hereby irrevocably appoints CPI CG as the borrowing agent and attorney-in-fact
for all Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless
and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that
another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative
Borrower (a) to provide Agent with all notices with respect to Revolving Loans and Letters of Credit obtained for the benefit
of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction
provided by Administrative Borrower shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive
notices and instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender
Group to the Administrative Borrower in accordance with the terms hereof shall be deemed to have been given to each Borrower),
(c) to enter into Bank Product Provider Agreements on behalf of Borrowers and their Subsidiaries, and (d) to take such action
as the Administrative Borrower deems appropriate on its behalf to obtain Revolving Loans and Letters of Credit and to exercise
such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the
handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation
to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and
at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to
derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the
successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce
the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member
of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of
damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason
of (i) the handling of the Loan Account and Collateral of Borrowers as herein provided, or (ii) the Lender Group’s
relying on any instructions of the Administrative Borrower, except that Borrowers will have no liability to the
relevant Agent-Related Person or Lender-Related Person under this Section 17.13 with respect to any liability that has
been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence, bad faith or willful
misconduct of such Agent-Related Person or Lender-Related Person, as the case may be.




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17.14     
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in
any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


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


 


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


 


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


 


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


 


(iii)         the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA
Resolution Authority.




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17.15     
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or
of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC
(each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC
and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered
Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the
Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws
of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply
to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised
to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC
and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no
event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


17.16     
ABL/Notes Intercreditor Agreement. Notwithstanding anything to the contrary herein, this Agreement and the other
Loan Documents, the Liens granted to Agent pursuant to the Loan Documents and the exercise of any right or remedy by Agent thereunder
with respect to the Collateral, are subject to the provisions of the ABL/Notes Intercreditor Agreement. In the event of any conflict
between the terms of the ABL/Notes Intercreditor Agreement and the Loan Documents, the terms of the ABL/Notes Intercreditor Agreement
shall govern and control (including as to whether a particular Lien of Agent shall have priority over other Liens of Notes Collateral
Agent). So long as the ABL/Notes Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations to deliver possession
or control of any Collateral to Agent by delivering possession or control of (a) any ABL Priority Collateral to Agent (or its
agent, designee or bailee) or (b) any Notes Priority Collateral to Notes Collateral Agent (or its agent, designee or bailee).


 


[Signature
pages to follow.]




    -156-


     


    


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


 


	PARENT:	CPI
    CARD GROUP INC., a Delaware corporation
	 	 
	 	By:	/s/
    John Lowe 
	 	Name:	John
    Lowe 
	 	Title:	Chief
    Financial Officer and Vice President
	 	 
	BORROWERS:	CPI
    CG Inc., a Delaware corporation
	 	 
	 	By:	/s/
    John Lowe 
	 	Name:	John
    Lowe 
	 	Title:	Vice President 



 





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	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, 

        a
national banking association, as Agent and as a Lender 

	 	 
	 	By:	/s/
    Chris Heckman 
	 	Name:	Chris
    Heckman 
	 	 	Authorized Signatory



 





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[SIGNATURE PAGE TO CREDIT AGREEMENT]