Exhibit 10.1


 


 


	 	 




 


	 

    CREDIT AGREEMENT

     

    dated as of

     

    September 30, 2022

     

    among

     

    THE TILE SHOP, LLC,

     

    The other Loan Parties Party Hereto

     

    The Lenders Party Hereto

     

    and

     

    JPMORGAN CHASE BANK, N.A.,

    as Administrative Agent

     

    


 



 

    JPMORGAN CHASE BANK, N.A.,

    as Sole Bookrunner and Sole Lead Arranger

     






 






     


     


    

 


TABLE OF CONTENTS

(continued)


 


	 	Page
	 	 
	Article I Definitions	1
	SECTION 1.01 Defined Terms	1
	SECTION 1.02 Classification of Loans and Borrowings	39
	SECTION 1.03 Terms Generally	39
	SECTION 1.04 Accounting Terms; GAAP	39
	SECTION 1.05 Interest Rates; Benchmark Notifications	40
	SECTION 1.06 Pro Forma Adjustments for Acquisitions and Dispositions	41
	SECTION 1.07 Status of Obligations	41
	SECTION 1.08 Letters of Credit	41
	SECTION 1.09 Divisions	42
	 	 
	Article II The Credits	42
	SECTION 2.01 Revolving Commitments	42
	SECTION 2.02 Loans and Borrowings	42
	SECTION 2.03 Requests for Borrowings	43
	SECTION 2.04 [Intentionally Omitted]	44
	SECTION 2.05 Swingline Loans	44
	SECTION 2.06 Letters of Credit	45
	SECTION 2.07 Funding of Borrowings	51
	SECTION 2.08 Interest Elections	51
	SECTION 2.09 Termination and Reduction of Commitments; Increase
    in Revolving Commitments	53
	SECTION 2.10 Repayment and Amortization of Loans; Evidence of
    Debt	55
	SECTION 2.11 Prepayment of Loans	56
	SECTION 2.12 Fees	57
	SECTION 2.13 Interest	58
	SECTION 2.14 Alternate Rate of Interest; Illegality	59
	SECTION 2.15 Increased Costs	61
	SECTION 2.16 Break Funding Payments	63
	SECTION 2.17 Withholding of Taxes; Gross-Up	63
	SECTION 2.18 Payments Generally; Allocation of Proceeds; Sharing
    of Setoffs	68
	SECTION 2.19 Mitigation Obligations; Replacement of Lenders	70
	SECTION 2.20 Defaulting Lenders	71
	SECTION 2.21 Returned Payments	74
	SECTION 2.22 Banking Services and Swap Agreements	74
	 	 







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TABLE OF CONTENTS

(continued)


 


	 	Page



 



	Article III Representations and Warranties	74
	SECTION 3.01 Organization; Powers	74
	SECTION 3.02 Authorization; Enforceability	75
	SECTION 3.03 Governmental Approvals; No Conflicts	75
	SECTION 3.04 Financial Condition; No Material Adverse Change	75
	SECTION 3.05 Properties	75
	SECTION 3.06 Litigation and Environmental Matters	76
	SECTION 3.07 Compliance with Laws and Agreements; No Default	76
	SECTION 3.08 Investment Company Status	76
	SECTION 3.09 Taxes	76
	SECTION 3.10 ERISA	77
	SECTION 3.11 Disclosure	77
	SECTION 3.12 Material Agreements	77
	SECTION 3.13 Solvency	77
	SECTION 3.14 Insurance	78
	SECTION 3.15 Capitalization and Subsidiaries	78
	SECTION 3.16 Security Interest in Collateral	78
	SECTION 3.17 Employment Matters	78
	SECTION 3.18 Margin Regulations	79
	SECTION 3.19 Use of Proceeds	79
	SECTION 3.20 No Burdensome Restrictions	79
	SECTION 3.21 Anti-Corruption Laws and Sanctions	79
	SECTION 3.22 Affected Financial Institutions	79
	SECTION 3.23 Plan Assets; Prohibited Transactions	79
	 	 
	Article IV Conditions	80
	SECTION 4.01 Effective Date	80
	SECTION 4.02 Each Credit Event	82
	 	 
	Article V Affirmative Covenants	83
	SECTION 5.01 Financial Statements; Other Information	83
	SECTION 5.02 Notices of Material Events	86
	SECTION 5.03 Existence; Conduct of Business	86
	SECTION 5.04 Payment of Obligations	87
	SECTION 5.05 Maintenance of Properties	87
	SECTION 5.06 Books and Records; Inspection Rights	87
	SECTION 5.07 Compliance with Laws and Material Contractual Obligations	88
	SECTION 5.08 Use of Proceeds	88
	SECTION 5.09 Accuracy of Information	88
	SECTION 5.10 Insurance	88
	SECTION 5.11 Appraisals	89
	SECTION 5.12 Casualty and Condemnation	89
	SECTION 5.13 Depository Banks	89
	SECTION 5.14 Additional Collateral; Further Assurances	89
	SECTION 5.15 Compliance with Terms of Leaseholds	90
	 	 
	Article VI Negative Covenants	91
	SECTION 6.01 Indebtedness	91
	SECTION 6.02 Liens	93
	SECTION 6.03 Fundamental Changes	94
	SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions	95
	SECTION 6.05 Asset Sales	97
	SECTION 6.06 Sale and Leaseback Transactions	98
	SECTION 6.07 Swap Agreements	98
	SECTION 6.08 Restricted Payments; Certain Payments of Indebtedness	99
	SECTION 6.09 Transactions with Affiliates	99
	SECTION 6.10 Restrictive Agreements	100
	SECTION 6.11 Amendment of Material Documents	100
	SECTION 6.12 Financial Covenants	101
	SECTION 6.13 Amendments of New Markets Tax Credit Financing Documents	101







    ii 


     


    

 


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(continued)


 


	 	Page



 



	Article VII Events of Default	101
	 	 
	Article VIII The Administrative Agent	104
	SECTION 8.01 Authorization and Action	104
	SECTION 8.02 Administrative Agent’s Reliance, Limitation
    of Liability, Etc.	107
	SECTION 8.03 Posting of Communications	108
	SECTION 8.04 The Administrative Agent Individually	110
	SECTION 8.05 Successor Administrative Agent	110
	SECTION 8.06 Acknowledgements of Lenders and Issuing Banks	111
	SECTION 8.07 Collateral Matters	114
	SECTION 8.08 Credit Bidding	115
	SECTION 8.09 Certain ERISA Matters	116
	SECTION 8.10 Flood Laws	117
	 	 
	Article IX Miscellaneous	117
	SECTION 9.01 Notices	117
	SECTION 9.02 Waivers; Amendments	119
	SECTION 9.03 Expenses; Limitation of Liability; Indemnity; Etc.	122
	SECTION 9.04 Successors and Assigns	124
	SECTION 9.05 Survival	128
	SECTION 9.06 Counterparts; Integration; Effectiveness; Electronic
    Execution	129
	SECTION 9.07 Severability	130
	SECTION 9.08 Right of Setoff	130
	SECTION 9.09 Governing Law; Jurisdiction; Consent to Service
    of Process	131
	SECTION 9.10 WAIVER OF JURY TRIAL	132
	SECTION 9.11 Headings	132
	SECTION 9.12 Confidentiality	132
	SECTION 9.13 Several Obligations; Nonreliance; Violation of
    Law	133
	SECTION 9.14 USA PATRIOT Act	133
	SECTION 9.15 Disclosure	134
	SECTION 9.16 Appointment for Perfection	134
	SECTION 9.17 Interest Rate Limitation	134
	SECTION 9.18 No Fiduciary Duty, etc.	134
	SECTION 9.19 Marketing Consent	135
	SECTION 9.20 Acknowledgement and Consent to Bail-In of Affected
    Financial Institutions	135
	SECTION 9.21 Acknowledgement Regarding Any Supported QFCs	136
	SECTION 9.22 Joint and Several	137



 






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TABLE OF CONTENTS

(continued)


 


	 	Page



 



	Article X Loan Guaranty	138
	SECTION 10.01 Guaranty	138
	SECTION 10.02 Guaranty of Payment	138
	SECTION 10.03 No Discharge or Diminishment of Loan Guaranty	138
	SECTION 10.04 Defenses Waived	139
	SECTION 10.05 Rights of Subrogation	139
	SECTION 10.06 Reinstatement; Stay of Acceleration	140
	SECTION 10.07 Information	140
	SECTION 10.08 Termination	140
	SECTION 10.09 Taxes	140
	SECTION 10.10 Maximum Liability	140
	SECTION 10.11 Contribution	141
	SECTION 10.12 Liability Cumulative	142
	SECTION 10.13 Keepwell	142
	 	 
	Article XI the borrower representative	142
	SECTION 11.01 Appointment; Nature of Relationship	142
	SECTION 11.02 Powers	142
	SECTION 11.03 Employment of Agents	142
	SECTION 11.04 Notices	143
	SECTION 11.05 Successor Borrower Representative	143
	SECTION 11.06 Execution of Loan Documents	143

 








    iv 


     


    

 


SCHEDULES:





 


Commitment Schedule 


	Schedule 3.05 –	Properties, etc. 




	Schedule 3.06 –	Disclosed Matters 




	Schedule 3.12 –	Material Agreements 




	Schedule 3.14 –	Insurance 




	Schedule 3.15 –	Capitalization and Subsidiaries 




	Schedule 6.01 –	Existing Indebtedness 




	Schedule 6.02 –	Existing Liens 




	Schedule 6.04 –	Existing Investments 




	Schedule 6.10 –	Existing Restrictions




 


EXHIBITS:


 


	Exhibit A	Assignment and Assumption 




	Exhibit B-1	Borrowing Request 




	Exhibit B-2	Interest Election Request 




	Exhibit C-1	U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 




	Exhibit C-2	U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 




	Exhibit C-3	U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 




	Exhibit C-4	U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 




	Exhibit E	Compliance Certificate 




	Exhibit F	Joinder Agreement




 








    v 


     


    

 


CREDIT AGREEMENT dated as
of September 30, 2022 (as it may be amended or modified from time to time, this “Agreement”), among THE TILE
SHOP, LLC, a Delaware limited liability company (together with any other Borrower, now or hereafter, party hereto, collectively, the
 “Borrowers” and, individually, each a “Borrower”), the other Loan Parties party hereto, the Lenders
party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


The parties hereto agree
as follows:


 


Article I

Definitions


 


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


 


“2016 New Markets
Tax Credit Financing” means, collectively, (a) the renovation, development and expansion of the Oklahoma Distribution
Center by The Tile Shop of Oklahoma, and the equipping and construction related thereto, using the proceeds of the 2016 New Markets Tax
Credit Loans, (b) the 2016 New Markets Tax Credit Investments, (c) interest payments and scheduled amortization payments by
The Tile Shop of Oklahoma on the 2016 New Markets Tax Credit Loans, (d) the unsecured Guarantee of the 2016 New Markets Tax Credit
Loans and certain other obligations of The Tile Shop of Oklahoma by Tile Shop LLC and Holdings and (e) after the closing of the
2016 New Markets Tax Credit Loans and the 2016 New Markets Tax Credit Investments, the release by REI Subsidiary CDE 9, LLC of a debt
service reserve of The Tile Shop of Oklahoma as collateral in exchange for The Tile Shop of Oklahoma executing a mortgage in favor of
REI Subsidiary CDE 9, LLC on the northern parcel of the real estate on which the Oklahoma Distribution Center is located.


 


“2016 New Markets
Tax Credit Financing Documents” means (a) any agreement or instrument entered into by or on behalf of any Loan Party to
effectuate the transactions contemplated in clauses (a)-(d) of the definition of 2016 New Markets Tax Credit Financing,
and as amended as permitted under Section 6.13, and (b) any agreement or instrument entered into by or on behalf of
any Loan Party to effectuate the transactions contemplated in clause (e) of the definition of 2016 New Markets Tax Credit
Financing, and as amended as permitted under Section 6.13.


 


“2016 New Markets
Tax Credit Investment” means the investment in the form of a secured loan from Tile Shop Lending to Twain Investment Fund 192,
LLC in a principal amount not to exceed $6,683,250.


 


“2016 New Markets
Tax Credit Loans” means, collectively, the loans to The Tile Shop of Oklahoma to provide financing for the renovation, development
and expansion of the Oklahoma Distribution Center, and the equipping and construction related thereto, from REI Subsidiary CDE 9, LLC
in a principal amount not to exceed $9,215,000.


 






    1


     


    

 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, is bearing interest
at a rate determined by reference to the Alternate Base Rate.


 


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


 


“Account Debtor”
means any Person obligated on an Account.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    2


     


    

 


“Agreement”
has the meaning specified in introductory paragraph hereof.


 





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


 


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


 


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


 


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


 


“Applicable Percentage”
means, at any time with respect to any Lender, a percentage equal to a fraction the numerator of which is such Lender’s Revolving
Commitment at such time and the denominator of which is the aggregate Revolving Commitments at such time (provided that, if the
Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share
of the Aggregate Revolving Exposure at such time); provided that, in accordance with Section 2.20, so long as any
Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations above.


 


“Applicable Rate”
means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable
rate per annum set forth below under the caption “Revolving Commitment ABR Spread”, “Revolving Commitment Term Benchmark/RFR
Spread” or “Commitment Fee Rate”, as the case may be, based upon the Rent Adjusted Leverage Ratio as of the most recent
determination date, provided that until the delivery to the Administrative Agent, pursuant to Section 5.01, of Holdings’
consolidated financial information for Holdings’ first fiscal quarter ending after the Effective Date, the “Applicable Rate”
shall be the applicable rates per annum set forth below in Category 2:


 






    3


     


    

 


	Rent
    Adjusted
 Leverage Ratio	 	Revolving
    
 Commitment 
 ABR Spread	 	 	Revolving

    Commitment
 Term 
 Benchmark/RFR 
 Spread	 	 	Commitment

    Fee Rate	 
	Category 1

    > 2.50 to 1.0	 	 	0.75	%	 	 	1.75	%	 	 	0.30	%
	Category 2

    < 2.50 to 1.0 but 
 > 1.50 to 1.0	 	 	0.50	%	 	 	1.50	%	 	 	0.25	%
	Category 3

    < 1.50 to 1.0	 	 	0.25	%	 	 	1.25	%	 	 	0.20	%



 


For purposes of the foregoing, (a) the Applicable
Rate shall be determined as of the end of each fiscal quarter of Holdings, based upon the Holdings’ annual or quarterly consolidated
financial statements delivered pursuant to Section 5.01 and (b) each change in the Applicable Rate resulting from a
change in the Rent Adjusted Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the
Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the
effective date of the next such change, provided that at the option of the Administrative Agent or at the request of the Required
Lenders, if the Borrowers fail to deliver the annual or quarterly consolidated financial statements required to be delivered by it pursuant
to Section 5.01, the Rent Adjusted Leverage Ratio shall be deemed to be in Category 1 during the period from the expiration
of the time for delivery thereof until such consolidated financial statements are delivered.


 


If at any time the Administrative Agent determines
that the financial statements upon which the Applicable Rate was determined were incorrect (whether based on a restatement, fraud or
otherwise), or any ratio or compliance information in a Compliance Certificate or other certification was incorrectly calculated, relied
on incorrect information or was otherwise not accurate, true or correct, the Borrowers shall be required to retroactively pay any additional
amount that the Borrowers would have been required to pay if such financial statements, Compliance Certificate or other information had
been accurate and/or computed correctly at the time they were delivered.


 


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


 


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


 


“Arranger”
means JPMorgan Chase Bank, N.A., in its capacity as sole bookrunner and sole lead arranger hereunder.


 


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


 






    4


     


    

 



  


“Availability”
means, at any time, an amount equal to (a)  the aggregate Revolving Commitments minus (b) the Aggregate Revolving
Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all
outstanding Borrowings).


 


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


 


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


 


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


 


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


 


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


 


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


 






    5


     


    

 


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


  


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


 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date:


 


(1)            the
Adjusted Daily Simple SOFR;


 


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


 


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


 


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


 






    6


     


    

 


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


 


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


 


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


 


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


 


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


 






    7


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    8


     


    

 


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


 


“Borrower”
or “Borrowers” has the meaning given such terms in the first paragraph of this Agreement.


 


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


 


“Borrowing”
means (a) Revolving Borrowing and (b) a Swingline Loan.


 


“Borrowing Request” means a
request by the Borrower Representative for a Borrowing in accordance with Section 2.03, which shall be substantially in the
form of Exhibit B-1 hereto or any other form approved by the Administrative Agent.


 


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


 


“Business Day”
means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City or Chicago; provided that,
in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any
other dealings of such RFR Loan, any such day that is only an U.S. Government Securities Business Day.


 


“Capital Expenditures”
means, without duplication, any expenditure (inclusive of cash deposits made for Capital Expenditures) for any purchase or other acquisition
of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Holdings and its Subsidiaries
prepared in accordance with GAAP.


 


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


 


“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests
representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings;
(b) occupation at any time of a majority of the seats (other than vacant seats) on the board of directors of Holdings who were not
(i) directors of Holdings on the date of this Agreement, or nominated or appointed by the board of directors of Holdings or (ii) appointed
by directors so nominated or appointed or (c) Holdings shall cease to own, directly or indirectly, free and clear of all Liens or
other encumbrances, 100% of the outstanding voting Equity Interests of the other Loan Parties on a fully diluted basis.


 






    9


     


    

  


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


 


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


 


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


 


“Class”,
when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans or Swingline Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment and
(c) any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class.


 


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


 


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


 


“Collateral”
means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of
any Loan Party, now existing or hereafter acquired, that may at any time be, become or be intended to be, subject to a security interest
or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties, to secure the Secured Obligations;
provided that Collateral shall not include Excluded Property.


 


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


 






    10


     


    

 


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


  


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


 


“Commitment”
means, with respect to each Lender, the sum of such Lender’s Revolving Commitment. The initial amount of each Lender’s Commitment
is set forth on the Commitment Schedule, or in the Assignment and Assumption or other documentation or record (as such term is
defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to
which such Lender shall have assumed its Commitment, as applicable.


 


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


 


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


 


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


 


“Compliance Certificate”
means a certificate of a Financial Officer of the Borrower Representative in substantially the form of Exhibit E.


 


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


 


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


 


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


 






    11


     


    

 


“Covered Entity”
means any of the following:


 


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


  


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


 


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


 


“Covered Party”
has the meaning assigned to it in Section 9.21.


 


“Credit Exposure”
means, as to any Lender at any time, such Lender’s Revolving Exposure at such time.


 


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


 


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


 


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


 


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


 


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


 






    12


     


    

 


“Disclosed Matters”
means the actions, suits, proceedings and environmental matters disclosed in Schedule 3.06.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions
and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction
and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.


 


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


 


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


 


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


 


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


 


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


 


“EBITDAR”
means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining
Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period net of
tax refunds, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary
non-cash charges for such period, (v) any other non-cash charges for such period (but excluding any non-cash charge in respect of
an item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory),
(vi) Rentals for such period, (vii) up to $2,500,000 per annum of non-recurring expenses of Holdings and its Subsidiaries reducing
such Net Income, and (viii) up to $250,000 of expenses incurred in connection with the negotiation and documentation of this Agreement
and the other Loan Documents, minus (b) without duplication and to the extent included in Net Income, (i) any
cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period and
(ii) any extraordinary gains and any non-cash items of income for such period, all calculated for Holdings and its Subsidiaries on
a consolidated basis in accordance with GAAP.


 






    13


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    14


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Excluded Property”
means, collectively,


 


(a)            all leasehold
real property and all fee owned real property,


 


(b)            any
property and assets the pledge of which is prohibited by any Requirement of Law or requires a consent not obtained of any Governmental
Authority pursuant to such Requirement of Law,


 






    15


     


    

  


(c)            all
foreign intellectual property and any “intent-to-use” trademark applications prior to the filing of a “Statement of
Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if
any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application
under applicable federal law,


 


(d)            any
lease, license, contract, instrument or agreement to which any Loan Party is a party, but only to the extent and only for so long as the
pledge of, or grant of a security interest therein or in property subject thereto, would result in (i) a breach of applicable law
or (ii) a breach, termination or default under the terms of such lease, license, contract, instrument or agreement or any agreement
to which such property is subject, provided, however, that to the extent severable, the Collateral shall include and the
security interest shall attach immediately to any portion of such lease, license, contract, instrument or agreement that does not result
in any consequences specified in subclauses (d)(i) and (d)(ii) above,


 


(e)            any
Equipment owned by a Loan Party that is subject to a purchase money Lien or a capital lease, in each case to the extent such Liens
and Indebtedness are permitted under this Agreement, if the agreement pursuant to which such Indebtedness arises and such Lien is
granted (or in the documents providing for such Indebtedness, Lien or capital lease) prohibits the grant of a security interest
under the Collateral Documents or requires the consent of any Person other than a Loan Party which has not been obtained; provided, however,
that the Collateral shall include and the Liens granted under the Collateral Documents shall be deemed to apply to the residual
value of any Equipment in excess of the amount of the Indebtedness corresponding to the purchase money Lien or capital lease
to which any such Equipment is subject (after giving effect to the payment in full of such Indebtedness), and


 


(f)            Excluded
Deposit Accounts;


 


provided,
further, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property
(unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property). In addition, the exclusions
in clauses (d) and (e) above shall not apply and the security interest granted herein shall attach immediately
if (i) the restrictive term, condition or prohibition contemplated therein is removed or would be rendered ineffective pursuant to
Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable law or principles of equity, or (ii) such restrictive term,
condition or prohibition has been or is subsequently waived or such applicable Person party to such lease, license, contract, instrument,
agreement, purchase money loan documents or capital lease has otherwise consented or subsequently consents to the creation hereunder of
a security interest in such Excluded Property.


 


“Excluded Restricted
Payments” means Restricted Payments paid in cash during the term of this Agreement in an aggregate amount of up to $30,000,000.


 






    16


     


    

 


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


  


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


 


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


 


“Federal Funds Effective
Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary
institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the
next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that, if the Federal Funds Effective Rate
as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.


 


“Federal Reserve
Board” means the Board of Governors of the Federal Reserve System of the United States of America.


 






    17


     


    

 


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


  


“Fixed Charge Coverage
Ratio” means, for any period, the ratio of (a) EBITDAR minus expense for taxes paid in cash, minus
Restricted Payments (excluding (i) the $0.65 per share special dividend announced by Holdings on November 4, 2021; and (ii) Excluded
Restricted Payments), to (b) Fixed Charges, all calculated for Holdings and its Subsidiaries on a consolidated basis in accordance
with GAAP.


 


“Fixed Charges”
means, for any period, without duplication, cash Interest Expense, minus any interest payments received by Tile Shop Lending
under the 2016 New Markets Tax Credit Investments in such period, plus Rentals, plus prepayments and scheduled
principal payments on Indebtedness actually made, plus Capital Lease Obligation payments, all calculated for Holdings and
its Subsidiaries on a consolidated basis in accordance with GAAP.


 


“Flood Laws”
has the meaning assigned to such term in Section 8.10.


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, as
applicable. For the avoidance of doubt, the initial Floor for each of Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR shall be 0.00%.


 


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


 


“Funded Indebtedness”
means, at any date, the aggregate principal amount of all lease liabilities, outstanding Indebtedness for borrowed money and other interest-bearing
funded Indebtedness (including, for the avoidance of doubt, Capital Lease Obligations and Subordinated Indebtedness), including current
and long-term, determined for Holdings and its Subsidiaries on a consolidated basis at such date, in accordance with GAAP, but in any
event excluding for the avoidance of doubt:


 


(a)            trade
payables or accrued expenses,


 


(b)            obligations
and other payments arising pursuant to post-closing working capital adjustments,


 


(c)            any
obligations under any Swap Agreement,


 


(d)            payments
made to employees of Tile Shop LLC in connection with the termination of Tile Shop LLC’s Equity Incentive Plan,


 


(e)            Guarantees
from Tile Shop LLC or Holdings in respect of Indebtedness of The Tile Shop of Oklahoma, and


 






    18


     


    

 


(f)            amounts
identified on the balance sheet of the Loan Parties under the categories “other accrued liabilities” and “other long-term
liabilities”.


  


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


 


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


 


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


 


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


 


“Guaranteed Obligations”
has the meaning assigned to such term in Section 10.01.


 


“Guarantors”
means all Loan Guarantors and all non-Loan Parties who have delivered an Obligation Guaranty, and the term “Guarantor” means
each or any one of them individually.


 


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


 


“Holdings”
means TILE SHOP HOLDINGS, INC., a Delaware corporation.


 






    19


     


    

 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to advances of funds
made to such Person, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business
and expenses accrued in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person,
whether or not the Indebtedness secured thereby has been assumed but limited to the fair market value of such property, (g) all Guarantees
by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent
or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent
or otherwise, of such Person in respect of bankers’ acceptances, (k) obligations under any earn-out (which for all purposes
of this Agreement, other than the definition of Funded Indebtedness, shall be valued at the maximum potential amount payable with respect
to each such earn-out as determined by the Borrowers in their commercially reasonable discretion, and with respect to the definition of
Funded Indebtedness, shall be valued in accordance with GAAP), in each case only to the extent required to be recorded as a liability
on the balance sheet of such Person , (l) any other Off-Balance Sheet Liability, and (m) obligations, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor), under (i) any and all Swap Agreements, and (ii) any and all cancellations, buy backs, reversals, terminations
or assignments of any Swap Agreement transaction, valued at the Swap Termination Value thereof as of any date of determination, in each
case, to the extent such obligations would be required to be recorded as a liability on the balance sheet of such Person. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner)
to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.


  


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


 


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


 


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


 


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


 


“Interest Election
Request” means a request by the Borrower Representative to convert or continue a Revolving Borrowing in accordance with Section 2.08,
which shall be substantially in the form of Exhibit B-2 hereto or any other form approved by the Administrative Agent.


 


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


 






    20


     


    

 


“Interest Payment
Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and
December and the Revolving Credit Maturity Date, (b) with respect to any RFR Loan, (1) each date that is on the numerically
corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically
corresponding day in such month, then the last day of such month) and (2) the Revolving Credit Maturity Date, (c) with respect
to any Term Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the
case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of
such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and the Revolving
Credit Maturity Date and (d) with respect to any Swingline Loan, the day that such Loan is required to be repaid and the Revolving
Credit Maturity Date.


 


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


 


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


 


“IRS” means
the United States Internal Revenue Service.


 


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


 






    21


     


    

  


“Issuing Bank Sublimits”
means, as of the Effective Date, (i) $10,000,000, in the case of Chase and (ii) with respect to any other Issuing Bank, such
amount as shall be designated to the Administrative Agent and the Borrower Representative in writing by such Issuing Bank; provided
that any Issuing Bank shall be permitted at any time to increase or reduce its Issuing Bank Sublimit upon providing five (5) days’
prior written notice thereof to the Administrative Agent and the Borrowers.


 


“Joinder Agreement”
means a Joinder Agreement in substantially the form of Exhibit F.


 


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


 


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


 


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


 


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


 


“Lenders”
means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant to
Section 2.09 or an Assignment and Assumption or otherwise, other than any such Person that ceases to be a Lender hereunder
pursuant to an Assignment and Assumption or otherwise. Unless the context otherwise requires, the term “Lenders” includes
the Swingline Lender and the Issuing Bank.


 


“Letter of Credit
Agreement” has the meaning assigned to it in Section 2.06(b).


 


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


 


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


 


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


 






    22


     


    

 


“Loan Documents”
means, collectively, this Agreement, each promissory note issued pursuant to this Agreement, each Letter of Credit Agreement, each Collateral
Document, each Compliance Certificate, the Loan Guaranty, any Obligation Guaranty, and each other agreement, instrument, document and
certificate executed and delivered to, or in favor of, the Administrative Agent or any Lender and including each other pledge, power of
attorney, consent, assignment, contract, notice, letter of credit agreement, letter of credit applications and any agreements between
the Borrower Representative and the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective rights and
obligations between the Borrower and the Issuing Bank in connection with the issuance of Letters of Credit, and each other written matter
whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the
Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement
or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements,
supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any
and all times such reference becomes operative.


  


“Loan Guarantor”
means each Loan Party.


 


“Loan Guaranty”
means Article X of this Agreement.


 


“Loan Parties”
means, collectively, Holdings and the domestic Subsidiaries of Holdings (other than The Tile Shop of Oklahoma) and any other Person who
becomes a party to this Agreement pursuant to a Joinder Agreement and their respective successors and assigns, and the term “Loan
Party” shall mean any one of them or all of them individually, as the context may require.


 


“Loans”
means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans.


 


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


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of Holdings and
its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its Obligations, (c) the Collateral,
or the Administrative Agent’s Liens (on behalf of itself and the other Secured Parties) on the Collateral or the priority of such
Liens, or (d) the rights of or benefits available to the Administrative Agent, the Issuing Bank or the Lenders under any of the Loan
Documents.


 


“Material Agreement”
means, with respect to any Person, (a) each contract to which such Person is a party the breach or termination of which could reasonably
be expected to have a Material Adverse Effect and (b) any agreement or instrument evidencing or governing Material Indebtedness.


 


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


 






    23


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“NYFRB Rate”
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding
Rate in effect on such day(or for any day that is not a Business Day, for the immediately preceding Business Day); provided that
if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal
funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized
standing selected by it; provided, further, that if any of the aforesaid rates as so determined would be less than 0.00%,
such rate shall be deemed to be 0.00% for purposes of this Agreement.


 






    24


     


    

  


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


 


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


 


“Obligation Guaranty”
means any Guarantee of all or any portion of the Secured Obligations executed and delivered to the Administrative Agent for the benefit
of the Secured Parties by a guarantor who is not a Loan Party.


 


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


 


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


 


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


 


“Oklahoma Distribution
Center” means the distribution center located at 1800 West Arkansas Street, Durant, Oklahoma 74701.


 


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


 






    25


     


    

  


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


 


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


 


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


 


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


 


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


 


“Payment”
has the meaning assigned to it in Section 8.06(c).


 


“Payment Condition”
shall be deemed to be satisfied in connection with a Restricted Payment if the Borrowers shall certify to the Administrative Agent and
the Lenders (and provide the Administrative Agent and the Lenders with a pro forma calculation in form and substance reasonably satisfactory
to the Administrative Agent and the Lenders) that, (a) after giving effect to the completion of such Restricted Payment, on a pro
forma basis, the Borrowers will be in compliance with the covenants contained in Section 6.12; and (b) no Default or
Event of Default has occurred and is continuing or would result immediately after giving effect to such Restricted Payment.


 


“Payment Notice”
has the meaning assigned to it in Section 8.06(c).


 






    26


     


    

 


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


 


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


 


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


 


(b)            the
business acquired in connection with such Acquisition is (i) located in the U.S., (ii) organized under applicable U.S. and state
laws, and (iii) not engaged, directly or indirectly, in any line of business other than the businesses in which the Loan Parties
are engaged on the Effective Date and any business activities that are substantially similar, related, or incidental thereto;


 


(c)            both
before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations
and warranties in the Loan Documents is true and correct in all material respects (or in all respects to the extent such representation
or warranty is qualified by materiality or a similar qualifier) (except any such representation or warranty which relates to a specified
prior date) and no Default exists, will exist, or would result therefrom;


 


(d)            as
soon as available, but not less than (i) ten (10) days (or such lesser number of days as may be agreed to by the Administrative
Agent) prior to such Acquisition, if the total consideration (including maximum potential total amount of all deferred payment obligations
(including earn-outs) and Indebtedness assumed or incurred) of such Acquisition does not exceed $25,000,000; and (ii) thirty (30)
days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to such Acquisition, if the total consideration
(including maximum potential total amount of all deferred payment obligations (including earn-outs) and Indebtedness assumed or incurred)
of such Acquisition is equal to or greater than $25,000,000, the Borrower Representative has provided the Administrative Agent (x) notice
of such Acquisition and (y) a copy of all business and financial information reasonably requested by the Administrative Agent including
pro forma financial statements, statements of cash flow, and Availability projections;


 


(e)            [Intentionally
Omitted];


 


(f)            [Intentionally
Omitted];


 


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


 


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


 






    27


     


    

 


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


  


(j)            if
such Acquisition involves a merger or a consolidation involving a Borrower or any other Loan Party, such Borrower or such Loan Party,
as applicable, shall be the surviving entity;


 


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


 


(l)            in
connection with an Acquisition of the Equity Interests of any Person, all Liens (other than Liens permitted hereunder) on property of
such Person shall be terminated unless the Administrative Agent and the Required Lenders in their sole discretion consent otherwise, and
in connection with an Acquisition of the assets of any Person, all Liens on such assets shall be terminated;


 


(m)            [Intentionally
Omitted];


 


(n)            the
Borrowers shall certify to the Administrative Agent and the Lenders (and provide the Administrative Agent and the Lenders with a pro forma
calculation in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) that, after giving effect to the
completion of such Acquisition, on a pro forma basis, the Borrowers will be in compliance with the covenants contained in Section 6.12;


 


(o)            all
actions required to be taken with respect to any newly acquired or formed wholly-owned Subsidiary of a Borrower or a Loan Party, as applicable,
required under Section 5.14 shall have been taken within the timeframe required thereunder; and


 


(p)            the
Borrower Representative shall have delivered to the Administrative Agent the final executed material documentation relating to such Acquisition
within 10 days following the consummation thereof.


 


“Permitted Encumbrances”
means:


 


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


 


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


 


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


 






    28


     


    

 


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


  


(e)            judgment
Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII or Liens securing
surety or appeal bonds related to such judgments;


 


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


 


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


 


“Permitted Investments”
means:


 


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


 


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


 


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


 


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


 


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


 


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


 






    29


     


    

 



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“QFC Credit Support”
has the meaning assigned to it in Section 9.21.


 


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


 


“Real Property”
means all real property that was, is now or may hereafter be owned, occupied or otherwise controlled by any Loan Party pursuant to any
contract of sale, lease or other conveyance of any legal interest in any real property to any Loan Party.


 


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


 






    30


     


    

 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago
time) on the day that is two (2) Business Days preceding the date of such setting,(2) if the RFR for such Benchmark is Daily
Simple SOFR, then four (4) Business Days prior to such setting or (3) if such Benchmark is none of the Term SOFR Rate or Daily
Simple SOFR, the time determined by the Administrative Agent in its reasonable discretion.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable,
or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB, or, in each case, any successor thereto.


 


“Relevant Rate”
means (i) with respect to any Term Benchmark Borrowing, the Adjusted Term SOFR Rate or (ii) with respect to any RFR Borrowing,
the Adjusted Daily Simple SOFR, as applicable.


 


“Rent Adjusted Leverage
Ratio” means, at any date, the ratio of (a) Funded Indebtedness for such date, to (b) EBITDAR for the period of four
fiscal quarters ended on or most recently prior to such date.


 


“Rentals”
means, with reference to any period, the aggregate fixed amounts payable by Holdings and its Subsidiaries under any operating leases,
calculated for Holdings and its Subsidiaries on a consolidated basis for such period in accordance with GAAP.


 


“Report”
means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits
pertaining to the assets of the Loan Parties from information furnished by or on behalf of the Borrowers, after the Administrative Agent
has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative
Agent.


 






    31


     


    

 


“Required Lenders”
means, subject to Section 2.20, (a) at any time prior to the earlier of the Loans becoming due and payable pursuant
to Article VII or the Commitments terminating or expiring, Lenders having Credit Exposure and Unfunded Commitments representing
more than 50% of the sum of the Aggregate Credit Exposure and Unfunded Commitments at such time; provided that solely for
purposes of declaring the Loans to be due and payable pursuant to Article VII, the Unfunded Commitment of each Lender shall
be deemed to be zero in determining the Required Lenders; and (b) for all purposes after the Loans become due and payable pursuant
to Article VII or the Commitments expire or terminate, Lenders having Credit Exposure representing more than 50% of the Aggregate
Credit Exposure at such time; provided that in the case of clauses (a) and (b) above, (1) the Credit Exposure of
any Lender that is a Swingline Lender shall be deemed to exclude any amount of its Swingline Exposure in excess of its Applicable Percentage
of all outstanding Swingline Loans, adjusted to give effect to any reallocation under Section 2.20 of the Swingline Exposures of
Defaulting Lenders in effect at such time, and the Unfunded Commitment of such Lender shall be determined on the basis of its Revolving
Exposure excluding such excess amount, and (2) if at any time there are two or more non-affiliated Lenders, Required Lenders shall
require at least two non-affiliated Lenders.


 


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


 


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


 


“Responsible Officer”
means the president, Financial Officer or other executive officer of a Borrower.


 


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


 


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


 


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


 






    32


     


    

 


“Revolving Commitment”
means, with respect to each Lender, the amount set forth on the Commitment Schedule opposite such Lender’s name, or in the
Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform
Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed its Revolving Commitment,
as applicable, as such Revolving Commitment may be reduced or increased from time to time pursuant to (a) Section 2.09
and (b) assignments by or to such Lender pursuant to Section 9.04; provided, that at no time shall the Revolving
Exposure of any Lender exceed its Revolving Commitment. The initial aggregate amount of the Lenders’ Revolving Commitments is $75,000,000.


  


“Revolving Credit
Maturity Date” means September 30, 2027 (if the same is a Business Day, or if not then the immediately next succeeding
Business Day), or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms
hereof.


 


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


 


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


 


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


 


“RFR Borrowing”
means, as to any Borrowing, the RFR Loans comprising such Borrowing.


 


“RFR Loan”
means a Loan that bears interest at a rate based on the Adjusted Daily Simple SOFR.


 


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


 


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


 


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


 


“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign
Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or by the United Nations Security Council, the European
Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any
Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or Controlled by any such Person or Persons
described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.


 






    33


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“SOFR Determination
Date” has the meaning specified in the definition of “Daily Simple SOFR”.


 






    34


     


    

 


“SOFR
Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.


 


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


 


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


 


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


 


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


 


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


 


“Supported QFC”
has the meaning assigned to it in Section 9.21.


 


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


 


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


 


“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 or any rules or regulations promulgated
thereunder.


 






    35


     


    

 


“Swap Termination
Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed
out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the
date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements,
as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap
Agreements (which may include a Lender or any Affiliate of a Lender).


 


“Swingline Commitment”
means the amount set forth opposite Chase’s name on the Commitment Schedule as Swingline Commitment.


 


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


 


“Swingline Lender”
means Chase (or any of its designated branch offices or affiliates), in its capacity as lender of Swingline Loans hereunder. Any consent
required of the Administrative Agent or the Issuing Bank shall be deemed to be required of the Swingline Lender and any consent given
by Chase in its capacity as Administrative Agent or Issuing Bank shall be deemed given by Chase in its capacity as Swingline Lender as
well.


 


“Swingline Loan”
means a Loan made pursuant to Section 2.05.


 


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


 


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


 


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


 


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


 






    36


     


    

 


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


 


“The Tile Shop of
Oklahoma” means The Tile Shop of Oklahoma, LLC, a Delaware limited liability company.


 


“Threshold Amount”
means $7,500,000.


 


“Tile Shop Lending”
means Tile Shop Lending, Inc., a Delaware corporation.


 


“Tile Shop LLC”
means The Tile Shop, LLC, a Delaware limited liability company.


 


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


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted Term SOFR Rate or the Alternate Base Rate.


 


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


 


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


 






    37


     


    

 


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


  


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


 


“Unfunded Commitment”
means, with respect to each Lender, the Revolving Commitment of such Lender less its Revolving Exposure.


 


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


 


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


 


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


 


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


 


“U.S. Special Resolution
Regime” has the meaning assigned to it in Section 9.21.


 


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


 


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


 


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


 


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


 






    38


     


    

 


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


 


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


 


SECTION 1.04 Accounting
Terms; GAAP.


 


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


 






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


 


SECTION 1.05 Interest
Rates; Benchmark Notifications. The interest rate on a Loan denominated in dollars may be derived from an interest rate
benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a
Benchmark Transition Event, Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The
Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the
administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to
any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or
characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or
economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest
rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may
engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or
alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to
the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any
interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to
the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other person or entity for damages of
any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether
in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component
thereof) provided by any such information source or service.


 






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SECTION 1.06
Pro Forma Adjustments for Acquisitions and Dispositions. To the extent a Borrower or any Subsidiary makes any acquisition
permitted pursuant to Section 6.04 or Disposition outside the ordinary course of business permitted by Section 6.05
during the period of four fiscal quarters of Holdings most recently ended, the Rent Adjusted Leverage Ratio and Fixed Charge Coverage
Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly
attributable to the acquisition or the Disposition, are factually supportable and are expected to have a continuing impact, in each case
as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted
by the SEC, and as certified by a Financial Officer of such Borrower), as if such acquisition or such Disposition (and any related incurrence,
repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.


 


SECTION 1.07
Status of Obligations. In the event that any Borrower or any other Loan Party shall at any time issue or have outstanding
any Subordinated Indebtedness, such Borrower shall take or cause such other Loan Party to take all such actions as shall be reasonably
necessary to cause the Secured Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness
and to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially
available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Secured
Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words
of similar import under and in respect of any indenture or other agreement or instrument under which such Subordinated Indebtedness is
outstanding and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness
in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders
of senior indebtedness under the terms of such Subordinated Indebtedness.


 


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


 






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


 


Article II

The Credits


 


SECTION 2.01 Revolving
Commitments. Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving
Loans in dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result
(after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10(a)) in (i) such Lender’s
Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the Aggregate Revolving Exposure exceeding the aggregate
Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow,
prepay and reborrow Revolving Loans.


 


SECTION 2.02 Loans
and Borrowings.


 


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


 


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


 


(c)            At
the commencement of each Interest Period for any Term Benchmark Revolving Borrowing, such Borrowing shall be in an aggregate amount that
is an integral multiple of $100,000 and not less than $500,000. At the time that each ABR Revolving Borrowing is made, such Borrowing
shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000; provided that an ABR Revolving
Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required
to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an
amount that is an integral multiple of $100,000 and not less than $100,000. Borrowings of more than one Type and Class may be outstanding
at the same time; provided that there shall not at any time be more than a total of ten Term Benchmark Borrowings outstanding.


 






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


 


SECTION 2.03
Requests for Borrowings. To request a Borrowing, the Borrower Representative shall notify the Administrative Agent of such
request either in writing (delivered by hand or fax) by delivering a Borrowing Request signed by a Responsible Officer of the Borrower
Representative or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, (a) in
the case of a Term Benchmark Borrowing, not later than 11:00 a.m., New York time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York time, on the date of the proposed Borrowing;
provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated
by Section 2.06(e) may be given not later than 10:00 a.m., New York time, on the date of the proposed Borrowing.
Each such Borrowing Request shall be irrevocable. Each such Borrowing Request shall specify the following information in compliance with
Section 2.01:


 


(i)            the
Class of Borrowing, the aggregate amount of the requested Borrowing, and, to the extent applicable, a breakdown of the separate
wires comprising such Borrowing;


 


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


 


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


 


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


 


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


 


If no election as to the Type of Revolving
Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Term Benchmark Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an
Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section,
the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as
part of the requested Borrowing.


 






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SECTION 2.04 [Intentionally
Omitted].


 


SECTION 2.05 Swingline
Loans.


 


(a)            Subject
to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender may agree, but shall
have no obligation, to make Swingline Loans to the Borrowers, in an aggregate principal amount at any time outstanding that will not
result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Lender’s Swingline Commitment,
(ii) the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, or (iii) the Aggregate Revolving Exposures
exceeding the aggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan
to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the
Borrowers may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower Representative shall notify the
Administrative Agent of such request by fax or through Electronic System, if arrangements for doing so have been approved by the Administrative
Agent, not later than 1:00, New York time, on the day of a proposed Swingline Loan. Each such notice shall be in a form approved by the
Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested
Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower Representative.
The Swingline Lender shall make each Swingline Loan available to the Borrowers, to the extent the Swingline Lender elects to make such
Swingline Loan by means of a credit to the Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement
of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of
another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed
to the Lenders) by 3:00 p.m., New York time, on the requested date of such Swingline Loan.


 


(b)            The
Swingline Lender may by written notice given to the Administrative Agent require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans
in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof
to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving
Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event,
if such notice is received by 12:00 p.m., New York time, on a Business Day no later than 5:00 p.m., New York time on such Business
Day and if received after 12:00 p.m., New York time, “on a Business Day” shall mean no later than 10:00 a.m., New
York time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such
Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation
to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments,
and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall
comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07
with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations
of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving
Lenders. The Administrative Agent shall notify the Borrower Representative of any participations in any Swingline Loan acquired pursuant
to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the
Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or other party on behalf of the Borrowers) in respect
of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent
to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests
may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent,
as applicable, if and to the extent such payment is required to be refunded to the Borrowers for any reason. The purchase of participations
in a Swingline Loan pursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereof.


 






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SECTION 2.06 Letters
of Credit.


 


(a)            General.
Subject to the terms and conditions set forth herein, the Borrower Representative, on behalf of a Borrower, may request any Issuing Bank
to issue Letters of Credit denominated in dollars as the applicant thereof for the support of the obligations of it or any Loan Party
or any Subsidiary thereof, in a form reasonably acceptable to such Issuing Bank, at any time and from time to time during the Availability
Period, and provided the conditions to issuing a Letter of Credit set forth in the Loan Documents have been satisfied by the Loan Parties,
such Issuing Bank shall issue such requested Letters of Credit pursuant to this Agreement.


 


(b)            Notice
of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or extension
of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or fax (or transmit through Electronic System, if
arrangements for doing so have been approved by the respective Issuing Bank) to an Issuing Bank selected by it and to the Administrative
Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business
Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying
the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary
thereof, and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. In addition, as a condition
to any such Letter of Credit issuance, the applicable Borrower shall have entered into a continuing agreement (or other letter of credit
agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as required by the
respective Issuing Bank and using such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”).
In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit
Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if
(and upon issuance, amendment or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after
giving effect to such issuance, amendment or extension (i) the aggregate LC Exposure shall not exceed $10,000,000, (ii) no
Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving Exposure shall
not exceed the aggregate Revolving Commitments. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing
Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure
in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank Sublimit.
Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower
Representative may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit
in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit
so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of
Credit for all purposes of this Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations
on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b).


 






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An Issuing Bank shall not be under any obligation
to issue any Letter of Credit if:


 


(i)            any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank
from issuing such Letter of Credit, or any Requirement of Law relating to such Issuing Bank or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such
Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such
Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not
otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost
or expense which was not applicable on the Effective Date and which such Issuing Bank in good faith deems material to it, or


 


(ii)            the
issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.


 


(c)            Expiration
Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the applicable Issuing Bank
to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance
of such Letter of Credit (or, in the case of any extension of the expiration thereof, including, without limitation, any automatic renewal
provision, one year after such extension) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date.


 


(d)            Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the applicable Issuing Bank or the Revolving Lenders, such Issuing Bank hereby grants to each Revolving
Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to
such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In
consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of the respective Issuing Bank, such Lender’s Applicable Percentage of each LC
Disbursement made by such Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to the Borrowers for any reason, including after the Revolving
Credit Maturity Date. Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each
Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or
extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments.


 






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(e)            Reimbursement.
If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 p.m., New York time, on (i) the
Business Day that the Borrower Representative receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m.,
New York time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower Representative receives
such notice, if such notice is received after 10:00 a.m., New York time, on the day of receipt; provided that the Borrowers
may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that
such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the
Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline
Loan, as applicable. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender
of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof, and such Lender’s Applicable Percentage
thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage
of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by
such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders),
and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Revolving Lenders.
Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative
Agent shall distribute such payment to the respective Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant
to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment
made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their
obligation to reimburse such LC Disbursement.


 


(f)            Obligations
Absolute. The Borrowers’ joint and several obligation to reimburse LC Disbursements as provided in
paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of
validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision
therein or herein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or
invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) any payment by the respective
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such
Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the Borrowers’ obligations hereunder. Neither the Administrative Agent, the Revolving Lenders nor any Issuing Bank, or any of
their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or
transfer of any Letter of Credit, or any payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond
the control of the respective Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from
liability to the Borrowers or any other Loan Party or their Subsidiaries to the extent of any direct damages (as opposed to special,
indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted
by applicable law) suffered by any Borrower that are caused by such Issuing Bank’s failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly
agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a
court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in
its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless
of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in
strict compliance with the terms of such Letter of Credit.


 






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


 


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


 






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(i)            Replacement
and Resignation of an Issuing Bank.


 


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


 


(ii)            Subject
to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon thirty
days’ prior written notice to the Administrative Agent, the Borrower Representative and the Lenders, in which case, such resigning
Issuing Bank shall be replaced in accordance with Section 2.06(i)(i) above.


 


(j)            Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative
receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated,
Revolving Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash
collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in
cash equal to 105% of the amount of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that
the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence and during the continuance of any Event of Default with
respect to any Borrower described in clause (h) or (i) of Article VII. The Borrowers also shall deposit
cash collateral in accordance with this paragraph as and to the extent required by Sections 2.11(b) or 2.20.
Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured
Obligations. In addition, and without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remains
outstanding after the expiration date specified in said paragraph (c), the Borrowers shall immediately deposit in the LC
Collateral Account an amount in cash equal to 105% of such LC Exposure as of such date plus any accrued and unpaid interest thereon.
The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC
Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account and all
moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits,
which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and
expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account.
Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it
has not been reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied,
shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the
maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater
than 50% of the aggregate LC Exposure), be applied to satisfy other Secured Obligations. If the Borrowers are required to provide an
amount of cash collateral hereunder as a result of the occurrence and continuance of an Event of Default, such amount (to the extent
not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all such Events of Default
have been cured or waived as confirmed in writing by the Administrative Agent.


 






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(k)            Issuing
Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in addition
to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i) periodic
activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of Credit issued
by such Issuing Bank, including all issuances, extensions and amendments, all expirations and cancelations and all disbursements and
reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues, amends or extends any Letter of Credit, the date
of such issuance, amendment or extension, and the stated amount of the Letters of Credit issued, amended or extended by it and outstanding
after giving effect to such issuance, amendment or extension (and whether the amounts thereof shall have changed), (iii) on each
Business Day on which such Issuing Bank makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) on any Business
Day on which a Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of
such failure and the amount of such LC Disbursement, and (v) on any other Business Day, such other information as the Administrative
Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.


 


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


 






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SECTION 2.07 Funding
of Borrowings.


 


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


 


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


 


SECTION 2.08 Interest
Elections.


 


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


 






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(b)            To
make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either
in writing (delivered by hand or fax) by delivering an Interest Election Request signed by a Responsible Officer of the Borrower Representative
or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, by the time that a Borrowing
Request would be required under Section 2.03 if the Borrowers were requesting a Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable.


 


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


 


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


 


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


 


(iii)            whether
the resulting Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing; and


 


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


 


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


 


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


 


(e)            If
the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative,
then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Term Benchmark
Borrowing and (ii) unless repaid, (A) each Term Benchmark Borrowing and (B) each RFR Borrowing shall be converted to an
ABR Borrowing at the end of the Interest Period applicable thereto.


 






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SECTION 2.09 Termination
and Reduction of Commitments; Increase in Revolving Commitments.


 


(a)            Unless
previously terminated, all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date.


 


(b)            The
Borrowers may at any time terminate the Revolving Commitments upon the Payment in Full of the Secured Obligations.


 


(c)            The
Borrowers may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments
shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrowers shall not terminate
or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11,
(A) any Lender’s Revolving Exposure would exceed such Lender’s Revolving Commitment or (B) the Aggregate Revolving
Exposure would exceed the aggregate Revolving Commitments.


 


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


 


(e)            The
Borrowers shall have the right to increase the Revolving Commitments by obtaining additional Revolving Commitments, either from one or
more of the Lenders or another lending institution (an “Additional Lender”), provided that (i) any such request
for an increase shall be in a minimum amount of $5,000,000, (ii) the Borrower Representative, on behalf of the Borrowers, may make
a maximum of five such requests, (iii) after giving effect thereto, the sum of the total of the additional Commitments does not
exceed $50,000,000, (iv) the Administrative Agent, the Swingline Lender and the Issuing Bank (in such capacities) shall have consented
to such Additional Lender’s providing such increase to the extent the consent of such Person would be required under Section 9.04(b) for
an assignment of Loans or Commitments, as applicable, to such Additional Lender, (v) any such Additional Lender assumes all of the
rights and obligations of a “Lender” hereunder, and (vi) the procedure described in Section 2.09(f) below
have been satisfied. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed to be, a commitment
on the part of any Lender to increase its Commitment hereunder at any time.


 






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(f)            Any
amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall
only require the written signatures of the Administrative Agent, the Borrowers, each existing Lender agreeing to increase its
Commitment and any Additional Lender (for the avoidance of doubt, no consent is required from any existing Lender unless it is
providing a portion of the increase). As a condition precedent to such an increase or addition, the Borrowers shall deliver to the
Administrative Agent (i) a certificate of each Loan Party signed by an authorized officer of such Loan Party
(A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and
(B) in the case of the Borrowers, certifying that, immediately before and immediately after giving effect to such increase or
addition, (1) the representations and warranties contained in Article III and the other Loan Documents are true and
correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse
Effect or other materiality, in which case such representations and warranties are true and correct in all respects), except to the
extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in
all material respects as of such earlier date (other than those representations and warranties that are expressly qualified by a
Material Adverse Effect or other materiality, in which case such representations and warranties were true and correct in all
respects as of such earlier date), (2) no Default exists and (3) the Borrowers are in compliance (on a pro forma basis)
with the financial covenants contained in Section 6.12 and (ii) legal opinions and documents consistent with those
delivered on the Effective Date, to the extent reasonably requested by the Administrative Agent. The Lenders hereby irrevocably
authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Loan Parties as
may be necessary to reflect such increase and such technical amendments as may be necessary or appropriate in the reasonable
opinion of the Administrative Agent and the Borrowers in connection therewith.


 


(g)            On
the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of any Additional Lender, extending)
its Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative
Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase
or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving
Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent
shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest,
commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent,
in order to effect such reallocation and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving
Loans as of the date of any increase (or addition) in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving
Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower Representative, in accordance with
the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding
sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Term Benchmark Loan, shall
be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other
than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase or addition,
the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase or
addition and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower Representative, whereupon such
revised Commitment Schedule shall replace the prior Commitment Schedule and become part of this Agreement.


 






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


 


(a)           The
Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then
unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date, and (ii) to the Swingline Lender the then
unpaid principal amount of each Swingline Loan on the earlier of the Revolving Credit Maturity Date and the fifth Business Day after
such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrowers shall repay all Swingline
Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative Agent to repay any Swingline
Loans outstanding.


 


(b)           [Intentionally
Omitted].


 


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


 


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


 


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


 


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


 






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SECTION 2.11
Prepayment of Loans.


 


(a)           The
Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice
in accordance with paragraph (e) of this Section and, if applicable, payment of any break funding expenses under Section 2.16.


 


(b)           In
the event and on such occasion that the Aggregate Revolving Exposure exceeds the aggregate Revolving Commitments, the Borrowers shall
prepay, on demand, the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess (or, if no such
Borrowings are outstanding, deposit cash collateral in the LC Collateral Account in an aggregate amount equal to such excess, in accordance
with Section 2.06(j)).


 


(c)           [Intentionally
Omitted].


 


(d)           All
prepayments made pursuant to Section 2.11(a) shall be applied as directed by the Borrower Representative if made with respect
to the Revolving Loans (including the Swingline Loans), to prepay such Loans in accordance with the Lenders’ respective Applicable
Percentages without a corresponding reduction in the Revolving Commitments or the Swingline Commitment, as applicable, and to cash collateralize
outstanding LC Exposure.


 


(e)           The
Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) by telephone (confirmed by fax) or through Electronic System, if arrangements for doing so have been approved by the
Administrative Agent, of any prepayment under this Section: (i) in the case of prepayment of a Term Benchmark Borrowing, not
later than 11:00 a.m., New York time, three (3) Business Days before the date of prepayment, (ii) in the case of
prepayment of an RFR Revolving Borrowing, not later five (5) Business Days before the date of prepayment, or (iii) in the
case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York time, one (1) Business Day before the date of
prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 a.m., New York time, on the date of
prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing
or portion thereof to be prepaid; provided that a notice of prepayment may state that such notice is conditioned upon the
effectiveness of other credit facilities or the consummation of another transaction, in which case such notice may be revoked by the
Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.
Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a
Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a
mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break
funding payments pursuant to Section 2.16.


 






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SECTION 2.12
Fees.


 


(a)           The
Borrowers agree to pay to the Administrative Agent a commitment fee for the account of each Revolving Lender, which shall accrue at the
Applicable Rate on the daily amount of the undrawn portion of the Revolving Commitment of such Lender during the period from and including
the Effective Date to but excluding the date on which the Lenders’ Revolving Commitments terminate; it being understood that the
LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded in the drawn portion of the Revolving
Commitment of such Lender for purposes of calculating the commitment fee. Commitment fees accrued through and including the last day
of March, June, September and December of each year shall be payable in arrears on the fifteenth (15th) day following such
last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof;
provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All
commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including
the first day and the last day of each period but excluding the date on which the Revolving Commitments terminate). Fees shall cease
to accrue on the unfunded portion of each Commitment of each Defaulting Lender as provided in Section 2.20.


 


(b)           The
Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with
respect to its participations in each outstanding Letter of Credit, which shall accrue based on the undrawn amount of such Letter of
Credit at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans, during the
period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving
Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its
own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of
0.125% per annum on the daily maximum stated amount then available to be drawn under such Letter of Credit, during the period from
and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on
which there ceases to be any LC Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as such Issuing
Bank’s standard fees and commissions with respect to the issuance, amendment or extension of any Letter of Credit and other
processing fees, and other standard costs and charges, of such Issuing Bank relating to Letters of Credit as from time to time in
effect. Participation fees and fronting fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the fifteenth (15th) day following such last day, commencing on the first
such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on
demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after
demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last day).


 


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


 


(d)           [Intentionally
Omitted].


 


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


 






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SECTION 2.13
Interest.


 


(a)           The
Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternative Base Rate plus the Applicable
Rate. Each Swingline Loan shall bear interest at the Alternative Base Rate plus the Applicable Rate.


 


(b)           The
Loans comprising each Term Benchmark Borrowing shall bear interest at the Adjusted Term SOFR Rate
for the Interest Period in effect for such Borrowing plus the Applicable Rate. Each RFR Loan shall bear interest at a rate per annum
equal to the Adjusted Daily Simple SOFR plus the Applicable Rate.


 


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


 


(d)            Accrued
interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each Interest
Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment
or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest
on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of
any conversion of any Term Benchmark Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall
be payable on the effective date of such conversion.


 


(e)           Interest
computed by reference to the Term SOFR Rate hereunder shall be computed on the basis of a year of 360 days. Interest computed by reference
to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year
of 365 days (or 366 days in a leap year). In each case, interest shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding
principal amount of such Loan as of the applicable date of determination. The applicable Alternate Base Rate, Adjusted Daily Simple SOFR,
Daily Simple SOFR, Adjusted Term SOFR Rate or Term SOFR Rate shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.


 






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SECTION 2.14
Alternate Rate of Interest; Illegality.


 


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


 


(i)            the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) (A) prior to commencement
of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted
Term SOFR Rate or the Term SOFR Rate, as applicable (including, because the Term SOFR Reference Rate is not available or published on
a current basis) for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the
applicable Adjusted Daily Simple SOFR or Daily Simple SOFR; or


 


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


 


then the
Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders through Electronic System as provided in
Section 9.01 as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower Representative
and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the
Borrower Representative delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing
Request in accordance with the terms of Section 2.03, any Interest Election Request that requests the conversion of any Borrowing
to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing
shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing so long
as the Adjusted Daily Simple SOFR is not also the subject of Section 2.14(a)(i) or (ii) above or (y) be repaid or
converted into an ABR Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.14(a)(i) or (ii) above;
provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings
shall be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrowers’ receipt of the notice
from the Administrative Agent referred to in this ‎Section 2.14(a) with respect to a Relevant Rate applicable to such
Term Benchmark Loan, then until (x) the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances
giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower Representative delivers a
new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms
of Section 2.03, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding
Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing
so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.14(a)(i) or (ii) above or (y) an ABR
Loan if the Adjusted Daily Simple SOFR also is the subject of Section 2.14(a)(i) or (ii) above, on such day.


 






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(b)           Notwithstanding
anything to the contrary herein or in any other Loan Document, (and any Swap Agreement shall be deemed not to be a “Loan Document”
for purposes of this Section 2.14), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior
to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined
in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such
Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark
setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement
or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition
of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for
all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time)
on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment
to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent
has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders
of each Class.


 


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


 


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


 






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


 


(f)            Upon
the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke any request
for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued
during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted (1) any request for
a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (A) an RFR Borrowing so long as the Adjusted Daily
Simple SOFR is not the subject of a Benchmark Transition Event or (B) an ABR Borrowing if the Adjusted Daily Simple SOFR is the
subject of a Benchmark Transition Event or (2) any such request for an RFR Borrowing into a request for an ABR Borrowing. During
any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component
of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of
ABR. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of notice of the
commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan,
then until such time as a Benchmark Replacement is implemented pursuant to this ‎Section 2.14, (1) any Term Benchmark
Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business
Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR
is not the subject of a Benchmark Transition Event or (y) an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark
Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall
constitute an ABR Loan.


 


SECTION 2.15
Increased Costs.


 


(a)           If
any Change in Law shall:


 


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


 


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


 






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


 


and the
result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting
into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing
Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received
or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then
upon the written request of such Lender, the Issuing Bank or other Recipient, as the case may be, the Borrowers will pay to such Lender,
the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing
Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered as reasonably determined by
the Administrative Agent, such Lender, the Issuing Bank or such other Recipient (which determination shall be made in good faith (and
not on an arbitrary or capricious basis)).


 


(b)           If
any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect
of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or
the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of or the Loans made by, or participations
in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that
which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for
such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s
or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will
pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing
Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered as reasonably determined by the
Administrative Agent, such Lender, the Issuing Bank or such other Recipient (which determination shall be made in good faith (and not
on an arbitrary or capricious basis)).


 


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


 


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


 






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SECTION 2.16
Break Funding Payments. (a) With respect to Loans that are not RFR Loans, in the event of (a) the payment of
any principal of any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of
an Event of Default or as a result of any prepayment pursuant to Section 2.11), but excluding any Term Benchmark Loan that
is a Swingline Loan with an Interest Period as provided in clause (iii) of the proviso in the definition of “Interest
Period”, (b) the conversion of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto,
(c) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under Section 2.09 (d) and is revoked in accordance therewith),
or (d) the assignment of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result
of a request by the Borrower Representative pursuant to Section 2.19 or 9.02(d), then, in any such event, the Borrowers
shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Representative
and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within
ten (10) days after receipt thereof.


 


(b)            With
respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date
applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the
failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether
such notice may be revoked under ‎Section 2.11 and is revoked in accordance therewith) or (iii) the assignment of
any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to
Section 2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to
such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender
the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


SECTION 2.17
Withholding of Taxes; Gross-Up.


 


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


 






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


 


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


 


(d)           Indemnification
by the Loan Parties. To the extent not paid, reimbursed or compensated pursuant to Section 2.17(a) or (b), the Loan Parties
shall jointly and severally indemnify each Recipient, within ten (10) days after delivery to the applicable Loan Party of the certificate
described in the next sentence, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable
to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such
Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered
to the Borrower Representative by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf
or on behalf of a Lender, shall be conclusive of the amount paid or payable absent manifest error.


 


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


 






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(f)            Status
of Lenders.


 


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


 


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


 


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


 


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


 


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


 






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


 


(3)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit C-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of a Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS Form W 8BEN or IRS Form W-8BEN-E,
as applicable; or


 


(4)            to
the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of
Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or other certification documents from each
beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners
of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate
substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner;


 


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


 


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


 






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


 


(g)           Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant
to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all reasonable and documented
out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay
to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to
pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party
in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving
rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving
rise to such refund had never been paid. This paragraph (g) shall not be construed to require any indemnified party to make
available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any
other Person.


 


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


 


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


 






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SECTION 2.18
Payments Generally; Allocation of Proceeds; Sharing of Setoffs.


 


(a)           The
Borrowers shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m.,
New York time, on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff, recoupment
or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the
Administrative Agent at its offices at JPMorgan Chase Bank, N.A. 10 South Dearborn, Floor L2, Suite IL1-0480, Chicago, IL,
60603-2300, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that
payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled
thereto pursuant to written instructions provided to the Borrower by such Person. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate Recipient promptly following receipt thereof. Unless otherwise
provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period
of such extension. All payments hereunder shall be made in dollars.


 


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


 






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


 


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


 


(e)           Unless
the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the account
of the Lenders or the Issuing Bank pursuant to the terms hereof or any other Loan Document (including any date that is fixed for prepayment
by notice from the Borrower Representative to the Administrative Agent pursuant to Section 2.11(e)), notice from the Borrower
Representative that the Borrowers will not make such payment or prepayment, the Administrative Agent may assume that the Borrowers have
made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing
Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders
or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the NYFRB Rate.


 






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


 


SECTION 2.19
Mitigation Obligations; Replacement of Lenders.


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


(i)            all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than, in the case of a Defaulting Lender that
is a Swingline Lender, the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall
be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only (x) to the extent
that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed
its Revolving Commitment;


 


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


 






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


 


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


 


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


 


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


 


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


 


In
the event that each of the Administrative Agent, the Borrowers, the Swingline Lender and the Issuing Bank agrees that a Defaulting Lender
has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of
the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on the date of such readjustment
such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall
determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage; provided, that no
adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender
was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder
from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having
been a Defaulting Lender.


 






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


 


SECTION 2.22
Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements
with, any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative Agent, promptly after entering
into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations
and Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or
unmatured, absolute or contingent). In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish the Administrative
Agent, from time to time after a significant change therein or upon a request therefor, a summary of the amounts due or to become due
in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative
Agent shall be used in determining which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations
and/or Swap Agreement Obligations will be placed. For the avoidance of doubt, so long as Chase or its Affiliate is the Administrative
Agent, neither Chase nor any of its Affiliates providing Banking Services for, or having Swap Agreements with, any Loan Party or any
Subsidiary or Affiliate of a Loan Party shall be required to provide any notice described in this Section 2.22 in respect of such
Banking Services or Swap Agreements.


 


Article III

Representations and Warranties


 


Each
Loan Party represents and warrants to the Lenders that (and where applicable, agrees):


 


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


 






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


 


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


 


SECTION 3.04
Financial Condition; No Material Adverse Change.


 


(a)            Holdings
has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as
of and for the fiscal year ended December 31, 2021, reported on by Ernst & Young LLP, independent public accountants, and
(ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2022, certified by its Financial Officer.
Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of
Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end
audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the
statements referred to in clause (ii) above.


 


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


 


SECTION 3.05
Properties.


 


(a)            As
of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of Real Property that is owned or
leased by any Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full
force and effect, and no default by any party to any such lease or sublease exists. Each of the Loan Parties and each Subsidiary has
good and indefeasible title to, or valid leasehold interests in, all of its real and personal property material to its
business, free of all Liens other than those permitted by Section 6.02.


 






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(b)            Each
Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property
necessary to its business as currently conducted, a correct and complete list of which, as of the date of this Agreement, is set forth
on Schedule 3.05, and the use thereof by each Loan Party and each Subsidiary does not infringe in any material respect upon
the rights of any other Person, and each Loan Party’s and each Subsidiary’s rights with respect to the intellectual property
owned by it are not subject to any licensing agreement or similar arrangement.


 


SECTION 3.06
Litigation and Environmental Matters.


 


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


 


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


 


(c)            Since
the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse Effect.


 


SECTION 3.07
Compliance with Laws and Agreements; No Default. Except where the failure to do so, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with (i) all
Requirement of Law applicable to it or its property and (ii) all indentures, agreements and other instruments binding upon it or
its property. No Default has occurred and is continuing.


 


SECTION 3.08
Investment Company Status. No Loan Party or any Subsidiary is or is required to be registered as an “investment company”
under the Investment Company Act of 1940.


 


SECTION 3.09
Taxes. Each Loan Party and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required
to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being
contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on
its books adequate reserves or (b) to the extent that the failure to do so could not be expected to result in a Material Adverse
Effect. No tax liens have been filed and no claims are being asserted with respect to any such taxes, except to the extent not exceeding
$1,000,000 in the aggregate.


 






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SECTION 3.10
ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.11
Disclosure.


 


(a)           The
Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party
or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect. None of the written reports, financial statements, certificates or other
information furnished by or on behalf of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection
with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein (taken as a
whole), in the light of the circumstances under which they were made, not misleading; provided that, with respect to
projected financial information, forward-looking information and information of a general economic or industry nature, the Loan
Parties represent only that such information was prepared in good faith based upon assumptions believed by the Loan Parties to be
reasonable at the time prepared, it being understood that such projected financial information and
forward-looking statements are not to be viewed as facts, that actual results during the period or periods covered thereby may
differ from the projected results and that such differences may be material.


 


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


 


SECTION 3.12
Material Agreements. All Material Agreements to which any Loan Party or Subsidiary is a party or is bound as of the date
of this Agreement are listed on Schedule 3.12. No Loan Party or any other Subsidiary is in default in the performance, observance
or fulfillment of any of the obligations, covenants or conditions contained in any Material Agreement.


 


SECTION 3.13
Solvency.


 


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


 






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(b)            No
Loan Party intends to, nor will it permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will, incur debts beyond
its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such
Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.


 


SECTION 3.14
Insurance. Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties
and their Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid.
The Loan Parties believe that the insurance maintained by or on behalf of the Loan Parties and their Subsidiaries is adequate and is
customary for companies engaged in the same or similar businesses operating in the same or similar locations.


 


SECTION 3.15
Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name
and relationship to Holdings of each Subsidiary, (b) a true and complete listing of each class of each of Holding’s and each
Subsidiary’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid
and non-assessable, and, with respect to each Subsidiary of Holdings, owned beneficially and of record by the Persons identified on Schedule 3.15,
and (c) the type of entity of Holdings and each Subsidiary.


 


SECTION 3.16
Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens
on all the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected
and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party, except as enforceability
may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws, relating to or limiting
creditors’ rights generally, and having priority over all other Liens on the Collateral except in the case of (a) Permitted
Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant
to any applicable law or agreement and (b) Liens perfected only by possession (including possession of any certificate of title),
to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.


 


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


 






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SECTION 3.18
Margin Regulations. No Loan Party is engaged and will not engage, principally or as one of its important activities, in
the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and
no part of the proceeds of any Borrowing or Letter of Credit hereunder will be used to buy or carry any Margin Stock. Following the application
of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of any
Loan Party only or of the Loan Parties and their Subsidiaries on a consolidated basis) will be Margin Stock.


 


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


 


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


 


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


 


SECTION 3.22
Affected Financial Institutions. No Loan Party is an Affected Financial Institution.


 


SECTION 3.23
Plan Assets; Prohibited Transactions. None of the Loan Parties or any of their Subsidiaries is an entity deemed to hold
 “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of
the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder,
will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.


 






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Article IV

Conditions


 


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


 


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


 


(b)            Financial
Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of Holdings for the
2021 fiscal year, (ii) unaudited interim consolidated financial statements of Holdings for each fiscal quarter ended after the date
of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial
statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any
material adverse change in the consolidated financial condition of Holdings, as reflected in the audited, consolidated financial statements
described in clause (i) of this paragraph and (iii) satisfactory Projections through 2025.


 


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


 


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


 






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(e)            Fees.
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses required to be reimbursed
for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date.
All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given
by the Borrower Representative to the Administrative Agent on or before the Effective Date.


 


(f)             Lien
Searches. The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of organization of
each Loan Party and each jurisdiction where material assets of the Loan Parties are located, and such search shall reveal no Liens on
any of the assets of the Loan Parties except for liens permitted by Section 6.02 or discharged on or prior to the Effective
Date pursuant to a payoff letter or other documentation reasonably satisfactory to the Administrative Agent.


 


(g)            Payoff
Letter. The Administrative Agent shall have received satisfactory payoff letters for all existing Indebtedness required to be repaid
and which confirms that all Liens securing such Indebtedness upon any of the property of the Loan Parties constituting Collateral will
be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness shall have been
cash collateralized or supported by a Letter of Credit.


 


(h)            Funding
Account. The Administrative Agent shall have received a notice setting forth the deposit account of the Borrowers (the “Funding
Account”) to which the Administrative Agent is authorized by the Borrowers to transfer the proceeds of any Borrowings requested
or authorized pursuant to this Agreement.


 


(i)             Collateral
Access and Control Agreements. The Administrative Agent shall have received each of (i) a Collateral Access Agreement required
to be provided pursuant to Section 4.13 of the Security Agreement and (ii) a deposit account control agreement required to
be provided pursuant to Section 4.14 of the Security Agreement.


 


(j)             Solvency.
The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the Effective Date in form and
substance reasonably satisfactory to the Administrative Agent.


 


(k)            Closing
Availability. After giving effect to all Borrowings to be made on the Effective Date and the issuance of any Letters of Credit on
the Effective Date and payment of all fees and expenses due hereunder, and with all of the Loan Parties’ Indebtedness, the Borrowers’
Availability shall not be less than $25,000,000.


 


(l)             Pledged
Equity Interests; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing
the Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed
in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative
Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank)
by the pledgor thereof.


 






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


 


(n)            Insurance.
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to
the Administrative Agent and otherwise in compliance with the terms of (i) Section 5.10 of this Agreement and (ii) Section 4.12
of the Security Agreement.


 


(o)            Letter
of Credit Application. The Administrative Agent shall have received a properly completed letter of credit application (whether standalone
or pursuant to a master agreement, as applicable) if the issuance of a Letter of Credit will be required on the Effective Date.


 


(p)            Legal
Due Diligence. The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall
be satisfactory to Administrative Agent in its sole discretion.


 


(q)            USA
PATRIOT Act, Etc. (i) The Administrative Agent shall have received, (x) at least five (5) days prior to the Effective
Date, all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer”
and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of the Borrowers
at least ten (10) days prior to the Effective Date, and (y) a properly completed and signed IRS Form W-8 or W-9,
as applicable, for each Loan Party, and (ii) to the extent the Borrowers qualify as a “legal entity customer” under
the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, any Lender that has requested, in a written
notice to the Borrowers at least ten (10) days prior to the Effective Date, a Beneficial Ownership Certification in relation to
each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such
Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).


 


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


 


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


 


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


 






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


 


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


 


(c)            After
giving effect to any Borrowing or the issuance, amendment or extension of any Letter of Credit, Availability shall not be less than zero.


 


(d)            No
event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect.


 


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


 


Notwithstanding the failure to satisfy the conditions
precedent set forth in paragraphs (a), (b) or (d) of this Section, unless otherwise directed by the Required Lenders,
the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation
to, issue, amend or extend, or cause to be issued, amended or extended, any Letter of Credit for the ratable account and risk of Lenders
from time to time if the Administrative Agent believes that making such Loans or issuing, amending or extending, or causing the issuance,
amendment or extension of, any such Letter of Credit is in the best interests of the Lenders.


 


Article V

Affirmative Covenants


 


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


 


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


 


(a)            within
one hundred twenty (120) days after the end of each fiscal year of Holdings, its audited consolidated balance sheet and related statements
of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without
a “going concern” or like qualification, commentary or exception, and without any qualification or exception as to the scope
of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition
and results of operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, accompanied by any management letter prepared by said accountants;


 






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


 


(c)            [Intentionally
Omitted];


 


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


 


(e)            [Intentionally
Omitted];


 


(f)             as
soon as available, but in any event no later than 90 days after the end of each fiscal year of Holdings, a copy of the plan and forecast
(including a projected consolidated and consolidating balance sheet, income statement and cash flow statement) of Holdings and its Subsidiaries
for each month of the then-current fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative
Agent;


 


(g)            promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any
Loan Party or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with
any national securities exchange, or distributed by Holdings to its shareholders generally, as the case may be;


 


(h)            promptly
after receipt thereof by Holdings or any Subsidiary, copies of each written notice or other written correspondence received from the
SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry
by the SEC or such other agency regarding financial or other operational results of any Borrower or any Subsidiary thereof;


 






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


 


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


 


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


 


(l)            promptly
after the same are available and delivered to the required recipients thereof, copies of each report or financial statement delivered
to REI Subsidiary CDE 9, LLC in connection with the 2016 New Markets Tax Credit Financing.


 


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


 






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


 


(a)            the
occurrence of any Default;


 


(b)            receipt
of any written notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened in writing
against Holdings or any Subsidiary that (i) seeks damages in excess of the Threshold Amount, (ii) seeks injunctive relief,
(iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan
Party or any Subsidiary, (v) alleges the material violation of, or seeks to impose remedies under, any Environmental Law or related
Requirement of Law, or seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party or any Subsidiary
in excess of the Threshold Amount in respect of any Tax, fee, assessment, or other governmental charge, or (vii) involves any product
recall;


 


(c)            any
material change in accounting or financial reporting practices by any Borrower or any Subsidiary;


 


(d)            the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $2,000,000;


 


(e)            any
change in the credit ratings from a credit rating agency, or the placement by a credit rating agency of any Loan Party on a “Credit
Watch” or “WatchList” or any similar list, in each case with negative implications, or the cessation by a credit rating
agency of, or its intent to cease, rating such Loan Party’s debt; and


 


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


 


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


 


(h)            the
occurrence of any default or any event of default under any 2016 New Markets Tax Credit Financing Document.


 


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


 


SECTION 5.03
Existence; Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done
all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses,
permits, franchises, governmental authorizations, intellectual property rights, licenses and permits, in each case material to the conduct
of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted,
except where the failure to maintain such authority could not reasonably be expected to result in a Material Adverse Effect; provided
that the foregoing shall not prohibit any (i) merger, consolidation, liquidation or dissolution permitted under Section 6.03,
(ii) the withdrawal by any Loan Party or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction
where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (iii) the
abandonment by any Loan Party or any of its Subsidiaries of any Intellectual Property (as defined in the Security Agreement) that is
not Material Intellectual Property (as defined in the Security Agreement), (iv) sales of property permitted by Section 6.05
or (v) transactions permitted by Section 6.04 or 6.06, and (b) carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.


 






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


 


SECTION 5.05
Maintenance of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material
to the conduct of its business in good working order and condition, ordinary wear and tear excepted.


 


SECTION 5.06
Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) keep proper books
of record and account in which full, true and correct entries are made of all material financial dealings and transactions in relation
to its business and activities and (b) permit any representatives designated by the Administrative Agent (or, if a Default is occurring,
any Lender) (including employees of the Administrative Agent, any Lender or any consultants, accountants, lawyers, agents and appraisers
retained by the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, conduct at the Loan Party’s
premises field examinations of the Loan Party’s assets, liabilities, books and records, including examining and making extracts
from its books and records, environmental assessment reports and Phase I or Phase II studies, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as
reasonably requested; provided, however, that unless an Event of Default exists and is continuing, the Loan Parties shall only be required
to pay for one (1) such visit by the Administrative Agent and its representatives per fiscal year of Holdings. The Loan Parties
acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain
Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders.


 






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


Loan Party, its Subsidiaries and their respective
directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


SECTION 5.08 Use
of Proceeds.


 


(a)            The
proceeds of the Loans and the Letters of Credit will be used only for (i) working capital, Capital Expenditures, Permitted Acquisitions
and Restricted Payments permitted hereunder, and other general corporate purposes not in contravention of any Requirement of Law or of
any Loan Document, (ii) to refinance all of the existing Indebtedness outstanding under the existing credit agreement of the Loan
Parties, and (iii) to fund certain fees and expenses associated with the closing of the Transactions. No part of the proceeds of
any Loan and no Letter of Credit will be used, whether directly or indirectly, (x) for any purpose that entails a violation of any
of the regulations of the Federal Reserve Board, including Regulations T, U and X or (y) to make any Acquisition other Permitted
Acquisitions.


 


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


 


SECTION 5.09
Accuracy of Information. The Loan Parties will ensure that any information, including financial statements or other documents,
furnished to the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document or any amendment or
modification hereof or thereof or waiver hereunder or thereunder contains no material misstatement of fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the
furnishing of such information shall be deemed to be a representation and warranty by the Borrowers on the date thereof as to the matters
specified in this Section 5.09; provided that, with respect to the Projections, the Loan Parties will cause the Projections
to be prepared in good faith based upon assumptions believed by the Loan Parties to be reasonable at the time prepared.


 


SECTION 5.10
Insurance. Each Loan Party will maintain with financially sound and reputable nationally recognized carriers (a) insurance
in such amounts (with no greater risk retention) and against such risks (including, unless otherwise consented to by the Administrative
Agent, loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities;
business interruption; and general liability) and such other hazards, as is customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents.
The Borrowers will furnish to the Lenders, upon request of the Administrative Agent, but no less frequently than annually, information
in reasonable detail as to the insurance so maintained.


 






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SECTION 5.11
Appraisals. At any time that the Administrative Agent requests during the continuance of an Event of Default, each Loan
Party will, and will cause each Subsidiary to, provide the Administrative Agent with appraisals or updates thereof of their Inventory,
Equipment and real property from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory
to the Administrative Agent, such appraisals and updates to (a) include, without limitation, information required by any applicable
Requirement of Law; and (b) be at the sole expense of the Loan Parties.


 


SECTION 5.12
Casualty and Condemnation. The Borrowers (a) will furnish to the Administrative Agent and the Lenders prompt written
notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding
for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar
proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation
awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents


 


SECTION 5.13
Depository Banks. Within one hundred eighty (180) days of the Effective Date (or such longer period as may be agreed to
by the Administrative Agent in its reasonable discretion), each Loan Party and each Subsidiary will maintain the Administrative Agent
as its primary depository bank, including for the maintenance of operating, administrative, cash management, collection activity, and
other deposit accounts for the conduct of its business. Additionally, a Lender or Affiliate of Lender shall be the principal provider
of other bank products to Holdings and its Subsidiaries.


 


SECTION 5.14 Additional
Collateral; Further Assurances.


 


(a)            Subject
to applicable Requirement of Law, each Loan Party will cause each of its domestic Subsidiaries formed or acquired after the date of this
Agreement to become a Loan Guarantor by promptly (but in any event within thirty (30) days after any Person becomes a Subsidiary, or
such longer period as may be agreed to by the Administrative Agent) by executing a Joinder Agreement. In connection therewith, the Administrative
Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required
to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution
and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of
the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative
Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Guarantor that constitutes
Collateral (other than, for the avoidance of doubt, Excluded Property), in accordance with paragraph (c) of this Section.


 






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(b)            Each
Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries (other than The
Tile Shop of Oklahoma) and (ii) other than The Tile Shop (Beijing) Trading Company, LTD, 65% (or such greater percentage that,
due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings
of such foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’s
U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding
Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding
Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly
owned by such Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the
benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other
security documents as the Administrative Agent shall reasonably request.


 


(c)            [Intentionally
Omitted].


 


(d)            Without
limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered,
to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including
the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions
or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which
the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other
Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all
in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.


 


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


 


SECTION 5.15           Compliance
with Terms of Leaseholds. Each Loan Party and each Subsidiary will make all payments and otherwise perform all obligations in respect
of all leases of Real Property to which Holdings or any of its Subsidiaries is a party, keep such leases in full force and effect and
not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative
Agent of any material default by any party with respect to such leases and cooperate with the Administrative Agent in all reasonable
respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either
individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.


 






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Article VI

Negative Covenants


 


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


 


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


 


(a)            the
Secured Obligations;


 


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


 


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


 


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


 


(e)            Indebtedness
of any Loan Party or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether
or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with
the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals
and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness
is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the
aggregate principal amount of Indebtedness permitted by this clause (e) and clause (k) below, together with any Refinance
Indebtedness in respect thereof permitted by clause (f) below, shall not exceed $7,500,000 at any time outstanding;


 






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(f)            Indebtedness
which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced
being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b),
(e), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided
that (i) such Refinance Indebtedness does not increase the principal amount of the Original Indebtedness, (ii) any Liens
securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or any Subsidiary (unless constituting
replacement property), (iii) no Loan Party or any Subsidiary that is not originally obligated with respect to repayment of such
Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness (unless such Loan Party or Subsidiary
is otherwise permitted to incur such Indebtedness hereunder), (iv) such Refinance Indebtedness does not result in a shortening of
the average weighted maturity of such Original Indebtedness, (v) the covenants with respect to such Refinance Indebtedness, when
taken as a whole, are not materially more restrictive than those in the Original Indebtedness (taken as a whole), and (vi) if such
Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance
Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders
as those that were applicable to such Original Indebtedness;


 


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


 


(h)            Indebtedness
of any Loan Party or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in
each case provided in the ordinary course of business and not to exceed $5,000,000 in the aggregate during the term of this Agreement;


 


(i)            Indebtedness
resulting from a bank or other financial institution honoring a check, draft or similar instrument in the ordinary course of business


 


(j)            Indebtedness
of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such
Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the
aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect
thereof permitted by clause (f) above, shall not exceed $7,500,000 at any time outstanding;


 


(k)            other
unsecured Indebtedness in an aggregate principal amount not exceeding, when added to other Indebtedness permitted under clause (e) above,
$7,500,000 at any time outstanding; and


 


(l)            (i) Indebtedness
of The Tile Shop of Oklahoma in connection with the 2016 New Markets Tax Credit Financing in an aggregate principal amount not to exceed
$9,215,000, (ii) the Guarantee of Indebtedness permitted by clause (i), above, by each of Tile Shop LLC and Holdings, and (iii) the
Guarantee of certain obligations of The Tile Shop of Oklahoma in favor of U.S. Bancorp Community Development Corporation in connection
with the 2016 New Markets Tax Credit Financing by each of Tile Shop LLC, Holdings, Tile Shop Lending and The Tile Shop of Oklahoma;


 






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(m)            unsecured
Subordinated Indebtedness owing to sellers of assets or Equity Interests to a Loan Party that is incurred by the applicable Loan Party
in connection with the consummation of one or more Permitted Acquisitions so long as (i) such unsecured Subordinated Indebtedness
does not mature prior to the date that is 6 months after the Revolving Credit Maturity Date, and (ii) such unsecured Subordinated
Indebtedness does not amortize until 6 months after the Revolving Credit Maturity Date;


 


(n)            Swap
Agreements permitted by Section 6.07; and


 


(o)            contingent
liabilities and payments in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar obligation
of Holdings or the applicable Loan Party incurred in connection with the consummation of one or more Permitted Acquisitions;


 


SECTION 6.02
Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including Accounts) or rights in respect
of any thereof, except:


 


(a)            Liens
created pursuant to any Loan Document;


 


(b)            Permitted
Encumbrances;


 


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


 


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


 


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


 






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(f)            Liens
(i) of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant
jurisdiction covering only the items being collected upon and (ii) in favor of a banking institution arising as a matter of law
encumbering deposits (including the right of setoff) that are customary in the banking industry;


 


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


 


(h)            Liens
arising from precautionary Uniform Commercial Code financing statements regarding operating leases; provided such Liens extend
solely to the assets subject to such leases;


 


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


 


(j)            (i) a
mortgage Lien on the southern parcel of the Oklahoma Distribution Center in favor of REI Subsidiary CDE 9, LLC securing Indebtedness
permitted by Section 6.01(l)(ii) and (ii) a mortgage Lien on the northern parcel of the Oklahoma Distribution Center
in favor of REI Subsidiary CDE 9, LLC securing Indebtedness permitted by Section 6.01(l)(ii) as contemplated in clause
(e) of the definition of 2016 New Markets Tax Credit Financing;


 


(k)            Liens
securing Indebtedness under the 2016 New Markets Tax Credit Loans; provided that such Liens do not at any time encumber any property
of any Loan Party;


 


(l)            any
interest or title of a lessor, sublessor, licensor or sublicensor under leases or licenses that are entered into in the ordinary course
of business;


 


(m)            leases,
licenses, subleases or sublicenses granted to others in the ordinary course of business that do not interfere in any material respect
with the ordinary conduct of the business of the Loan Parties and their Subsidiaries taken as a whole; and


 


(n)            Liens
securing the financing of insurance premiums (with the insurance company providing such financing) in the ordinary course of business.


 


SECTION 6.03 Fundamental
Changes.


 


(a)            No
Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to
merge into or consolidate with it (other than in connection with a Permitted Acquisition, provided, however, that if a
Borrower is a party to such a merger or consolidation, a Borrower shall be the surviving entity), or otherwise Dispose of all or any
substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned
or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no
Event of Default shall have occurred and be continuing, (i) any Loan Party or any Subsidiary of any Loan Party may merge into or
Dispose of all or substantially all of its assets to a Borrower in a transaction in which the Borrower is the surviving entity, (ii) any
Loan Party (other than a Borrower) or any Subsidiary may merge into or Dispose of all or substantially all of its assets to any Loan
Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party (other than
Tile Shop of Oklahoma) may merge into or Dispose of all or substantially all of its assets to any other Subsidiary that is not a Loan
Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrowers determine in good faith that such
liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders, and (v) a
Loan Party or Subsidiary may merge in a transaction that constitutes a Permitted Acquisition; provided that any such merger involving
a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.


 






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(b)            No
Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent
of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division
(with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with
the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and
become a Loan Party under this Agreement and the other Loan Documents.


 


(c)            No
Loan Party will, nor will it permit any Subsidiary to, engage to any material extent in any business other than businesses of the type
conducted by the Loan Parties and their Subsidiaries (taken as a whole) on the date hereof and businesses reasonably related, ancillary,
similar, complementary or synergistic thereto or reasonable extensions, development or expansion thereof.


 


(d)            Holdings
will not engage in any business or activity other than (i) the ownership of all of the outstanding Equity Interests of its Subsidiaries
and activities incidental thereto, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other
administrative activities as the parent of the consolidated group of companies, including the Loan Parties, (iv) the execution and
delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder, (v) activities permitted
by this Agreement, including, without limitation, the making of Restricted Payments pursuant to Section 6.08, and (vi) activities
incidental to the businesses or activities described in clauses (i) through (iv). Holdings will not own or acquire
any assets (other than Equity Interests of its Subsidiaries and the cash proceeds of any Restricted Payments permitted by Section 6.08)
or incur any liabilities (other than liabilities under the Loan Documents and liabilities reasonably incurred in connection with its
maintenance of its existence).


 


(e)            No
Loan Party will, nor will it permit any Subsidiary to change its fiscal year or any fiscal quarter from the basis in effect on the Effective
Date.


 


(f)            No
Loan Party will change the accounting basis upon which its financial statements are prepared, except to the extent required by GAAP or
other applicable Requirements of Law.


 


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


 






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(a)            Permitted
Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties to the extent
required by the Security Agreement, or, otherwise subject to a perfected security interest in favor of the Administrative Agent for the
benefit of the Secured Parties (subject to Liens permitted by the Loan Documents);


 


(b)            Investments,
loans and advances in existence on the date hereof and described in Schedule 6.04;


 


(c)            investments
by Holdings in the Borrowers and by the Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided
that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement (subject to the
limitations applicable to Equity Interests of a Subsidiary referred to in Section 5.14) and (ii) the aggregate amount
of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under
Section 6.04(d) and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed $7,500,000
at any time outstanding (in each case determined without regard to any write-downs or write-offs);


 


(d)            loans
or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided
that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security
Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together
with outstanding investments permitted under Section 6.04(c) and outstanding Guarantees permitted under Section 6.04(e))
shall not exceed $7,500,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);


 


(e)            Guarantees
constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness
of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under
clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (ii) to
the proviso to Section 6.04(d)) shall not exceed $7,500,000 at any time outstanding (in each case determined without regard
to any write-downs or write-offs);


 


(f)            loans
or advances made by a Loan Party or its Subsidiaries to its officers, directors and employees on an arms-length basis in the ordinary
course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to
a maximum of $500,000 in the aggregate at any one time outstanding;


 


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


 






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


 


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


 


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


 


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


 


(l)            Permitted
Acquisitions;


 


(m)            Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in
the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account
debtors to the extent reasonably necessary in order to prevent or limit loss in the ordinary course of business;


 


(n)            (i) the
2016 New Markets Tax Credit Investments, (ii) investments in the Tile Shop of Oklahoma made prior to the Effective Date, and (iii) any
other investment from Tile Shop LLC to The Tile Shop of Oklahoma; provided that the cumulative amount of investments permitted
under this clause (iii) shall not exceed $500,000; and


 


(o)            other
investments not exceeding $5,000,000 in the aggregate in any fiscal year of Holdings.


 


SECTION 6.05
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, Dispose of any asset, including any Equity Interest
owned by it, nor will any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to any
Loan Party or a Subsidiary in compliance with Section 6.04), except:


 


(a)            Dispositions
of (i) Inventory in the ordinary course of business, which, for the avoidance of doubt, shall include sales of Inventory from Tile
Shop LLC to The Tile Shop of Oklahoma and (ii) used, obsolete, worn out or surplus Equipment or property in the ordinary course
of business;


 


(b)            Dispositions
of assets to any Loan Party or any Subsidiary, provided that any such sales, transfers or dispositions involving a Subsidiary
that is not a Loan Party shall be made in compliance with Section 6.09;


 


(c)            Dispositions
of Accounts (excluding sales or dispositions in a factoring arrangement) in connection with the compromise, settlement or collection
thereof;


 






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(d)            Dispositions
of Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04;


 


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


 


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


 


(g)            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 or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement
property;


 


(h)            licenses
or sublicenses of intellectual property, technology or general intangibles in the ordinary course of business; and


 


(i)            Dispositions
of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted
by any other clause of this Section, provided that the aggregate fair market value of all assets Disposed of in reliance upon
this paragraph (g) shall not exceed $1,500,000 during any fiscal year of Holdings;


 


provided
that all Dispositions permitted under this Section 6.05 (other than those permitted by paragraphs (b), (d),
(f) and (h) above) shall be made for fair value and for at least 75% cash consideration (unless permitted hereunder to be exchanged
for replacement credit or property).


 


SECTION 6.06
Sale and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now
owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the
same purpose or purposes as the property sold or transferred (a “Sale and Leaseback Transaction”), except for any
such sale of any fixed or capital assets by any Loan Party or any Subsidiary that is made for cash consideration in an amount not less
than the fair value of such fixed or capital asset and is consummated within 90 days after such Loan Party or such Subsidiary acquires
or completes the construction of such fixed or capital asset.


 


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


 






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SECTION 6.08 Restricted
Payments; Certain Payments of Indebtedness.


 


(a)            No
Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each of Holdings and the Borrowers may declare and
pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred
stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Subsidiaries may declare
and pay dividends ratably with respect to their Equity Interests, (iii) so long as the Payment Condition is satisfied, (A) Holdings
may declare and make dividend payments or other distributions to holders of its Equity Interests and (B) Holdings, each Borrower
and each Subsidiary may purchase, redeem or otherwise acquire shares of its capital stock, or warrants, rights or options to acquire
any such shares for cash.


 


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


 


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


 


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


 


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


 


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


 


(v)            prepayment
of principal in respect of any Indebtedness permitted under Section 6.01, other than payments in respect of the Subordinated
Indebtedness prohibited by the subordination provisions thereof, so long as (A) after giving effect to such prepayment, on a pro
forma basis, the Borrowers will be in compliance with the covenant contained in Section 6.12(a); and (B) no Default
or Event of Default has occurred and is continuing or would result immediately after giving effect to such prepayment.


 


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


 






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SECTION 6.10
Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly enter into, incur
or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of
such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability
of any Subsidiary to (x) pay dividends or other distributions with respect to any Equity Interests; (y) to make or repay loans
or advances to any Loan Party or any Subsidiary; or (z) to Guarantee Indebtedness of Holdings or any Subsidiary; provided
that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Document,
(ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10
(but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or
condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the
sale of a Loan Party (other than a Borrower) or a Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Loan Party or Subsidiary, as applicable, that is to be sold and such sale is permitted hereunder, (iv) clause (a) of
the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this
Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of
the foregoing shall not (1) apply to customary provisions in leases and other contracts restricting the assignment thereof or (2) prohibit
any negative pledge provided by The Tile Shop of Oklahoma under the 2016 New Markets Tax Credit Financing Documents, (vi) clause (b)(z) of
the foregoing shall not prohibit any restriction on the incurrence or Guarantee of Indebtedness by The Tile Shop of Oklahoma contained
in the 2016 New Markets Tax Credit Financing Documents, and (vii) clause (a) of the foregoing shall not apply to customary
restrictions and conditions contained in any agreement, document or instrument governing Indebtedness permitted under Section 6.01(e).


 


SECTION 6.11
Amendment of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of
its rights under (a) any agreement relating to any Subordinated Indebtedness, (b) its charter, articles or certificate of organization
or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents or (c) any
Material Agreement, in each case to the extent any such amendment, modification or waiver would be materially adverse to the Lenders.


 






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SECTION 6.12
Financial Covenants.


 


(a)            Fixed
Charge Coverage Ratio. The Loan Parties will not permit the Fixed Charge Coverage Ratio, for any period of four consecutive fiscal
quarters ending on the last day of any fiscal quarter, to be less than 1.20 to 1.00.


 


(b)            Rent
Adjusted Leverage Ratio. The Loan Parties will not permit the Rent Adjusted Leverage Ratio, on the last day of any fiscal quarter,
to be greater than 3.50 to 1.00.


 


(c)            Capital
Expenditures. The Loan Parties will not, nor will they permit any Subsidiary to, incur or make any Capital Expenditures in excess
of $30,000,000 in the aggregate during any Fiscal Year.


 


SECTION 6.13 Amendments
of New Markets Tax Credit Financing Documents. The Loan Parties will not, nor will they permit or suffer to exist Holdings or any
Subsidiary to, amend the terms of any of the 2016 New Markets Tax Credit Financing Documents, without the prior written consent of the
Administrative Agent, if such amendment would be adverse in any material respect to the rights or interest of the Administrative Agent
or any Lender.


 


Article VII

Events of Default


 


If any of the following events
(“Events of Default”) shall occur:


 


(a)            the
Borrowers shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the
same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)            the
Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of
this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of three (3) Business Days;


 


(c)            any
representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection with, this Agreement
or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment
or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been materially incorrect when made or deemed
made;


 


(d)            any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03
(with respect to a Loan Party’s existence) or 5.08 or in Article VI;


 


(e)            any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified
in clause (a), (b) or (d) of this Article VII), and such failure shall continue unremedied for a period of (i) 5
days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice
will be given at the request of any Lender) if such breach relates to terms or provisions of Section 5.01, 5.02 (other
than Section 5.02(a)), 5.03 (other than with respect to a Loan Party’s existence), 5.06, 5.10,
5.11 or 5.13 of this Agreement or (ii) 15 days after the earlier of any Loan Party’s knowledge of such breach
or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms
or provisions of any other Section of this Agreement;


 






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(f)            any
Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of
any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any applicable grace period provided
with respect thereto, if any);


 


(g)            any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits
(with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or
agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such
sale or transfer is permitted by the terms of Section 6.05;


 


(h)            an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of a Loan Party or Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for any Loan Party or any Subsidiary or for a substantial part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any
of the foregoing shall be entered;


 


(i)            any
Loan Party or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of
this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar
official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting
the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of
creditors or (vi) take any action for the purpose of effecting any of the foregoing;


 


(j)            any
Loan Party or any Subsidiary shall become unable, admit in writing its inability, or publicly declare its intention not to, or fail generally,
to pay its debts as they become due;


 


(k)            one
or more judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (in excess of any insurance as to
which the relevant insurance company has acknowledged coverage) shall be rendered against any Loan Party, any Subsidiary or any combination
thereof and the same shall remain undischarged for a period of forty-five (45) consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any Subsidiary
to enforce any such judgment or any Loan Party or any Subsidiary shall fail within forty-five (45) days to discharge one or more non-monetary
judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments
or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings
diligently pursued;


 






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(l)            an
ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding
the Threshold Amount;


 


(m)            a
Change in Control shall occur;


 


(n)            (i) the
occurrence of any “default”, as defined in any Loan Document (other than this Agreement), after giving effect to any grace
periods applicable thereto, or (ii) the breach of any of the terms or provisions of any Loan Document (other than this Agreement),
which breach continues beyond any period of grace therein provided and, if no grace period exists, such breach shall continue unremedied
for a period of fifteen (15) days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative
Agent (which notice will be given at the request of any Lender);


 


(o)            the
Loan Guaranty or any Obligation Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or
to assert the invalidity or unenforceability of the Loan Guaranty or any Obligation Guaranty, or any Guarantor shall fail to comply with
any of the terms or provisions of the Loan Guaranty or any Obligation Guaranty to which it is a party, or any Guarantor shall deny that
it has any further liability under the Loan Guaranty or any Obligation Guaranty to which it is a party, or shall give notice to such
effect, including, but not limited to notice of termination delivered pursuant to Section 10.08 or any notice of termination
delivered pursuant to the terms of any Obligation Guaranty (other than as a result of the discharge of such Guarantor in accordance with
the terms of the Loan Documents);


 


(p)            except
as permitted by the terms of this Agreement or any Collateral Document, (i) any Collateral Document shall for any reason fail to
create a valid security interest in any portion of the Collateral purported to be covered thereby, to the extent the value of such Collateral
exceeds $1,000,000 in the aggregate, or (ii) any Lien on any portion of the Collateral securing any Secured Obligation shall cease
to be a perfected, first priority Lien, except (A) as otherwise permitted by the terms of any Loan Document and subject to Permitted
Encumbrances or (B) to the extent the value of such Collateral does not exceed $1,000,000 in the aggregate;


 


(q)            any
Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of any Collateral Document;


 






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(r)            any
material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any
Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction that
evidences its assertion, that any material provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding
and enforceable in accordance with its terms);


 


(s)            any
Loan Party is criminally indicted or convicted under any law;


 


(t)            there
occurs and is continuing (i) any payment default or payment event of default under any of the 2016 New Markets Tax Credit Loans
or (ii) any other default or event of default under any of the 2016 New Markets Tax Credit Loans that results in the acceleration
of such loans by the lenders of such loans or the exercise of remedies by the lenders of such loans;


 


then, and in every such event (other than an
event with respect to Loan Parties described in clause (h) or (i) of this Article), and at any time thereafter during
the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower
Representative, take either or both of the following actions, at the same or different times: (i) terminate the Commitments (including
the Swingline Commitment), whereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be
due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding,
in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal
of the Loans so declared to be due and payable, together with accrued interest thereon and all fees (including, for the avoidance of
doubt, any break funding payments) and other obligations of the Loan Parties accrued hereunder shall become due and payable immediately,
in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties, and
(iii) require cash collateral for the LC Exposure in accordance with Section 2.06(j) hereof; and in the case of
any event with respect to the Loan Parties described in clause (h) or (i) of this Article, the Commitments (including
the Swingline Commitment), shall automatically terminate and the principal of the Loans then outstanding, and cash collateral for the
LC Exposure, together with accrued interest thereon and all fees (including, for the avoidance of doubt, any break funding payments)
and other obligations of the Loan Parties accrued hereunder and under any other Loan Document, shall automatically become due and payable,
in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties. Upon
the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders
shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement and exercise any rights
and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under
the UCC.


 


Article VIII

The Administrative Agent


 


SECTION 8.01 Authorization
and Action.


 


(a)            Each
Lender, on behalf of itself and any of its Affiliates that are Secured Parties and each Issuing Bank hereby irrevocably appoints the
entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent
and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such
actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the
Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. In addition, to the extent
required under the laws of any jurisdiction other than within the United States, each Lender and each Issuing Bank hereby grants to the
Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction
on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank hereby
authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which
the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such
Loan Documents.


 






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(b)            As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked
in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative
Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability
unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the
Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including
any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization
or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of
any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that
the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action
and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents,
the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to any Borrower, any other Loan Party, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by
the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative
Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or
in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 


(c)            In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf
of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the
Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:


 


(i)            the
Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the
agent, fiduciary or trustee of or for any Lender, Issuing Bank, any other Secured Party or holder of any other obligation other
than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred
and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any
other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express)
obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended
to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will
not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent
in connection with this Agreement and/or the transactions contemplated hereby; and


 






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(ii)            nothing
in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element
of any sum received by the Administrative Agent for its own account;


 


(d)           The
Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and
non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.


 


(e)           No
Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur
no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.


 


(f)            In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered (but not obligated)
by intervention in such proceeding or otherwise:


 


(i)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13,
2.15, 2.17 and 9.03) allowed in such judicial proceeding; and


 






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(ii)            to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and
each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Administrative
Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03).
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf
of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank
in any such proceeding.


 


(g)            The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except
solely to the extent of the Borrowers’ rights to consent pursuant to and subject to the conditions set forth in this Article, none
of the Borrowers or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any
such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral
and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.


 


SECTION 8.02 Administrative
Agent’s Reliance, Limitation of Liability, Etc.


 


(a)            Neither
the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such
party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents
(x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan
Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise
determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in
this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (including, for the avoidance
of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf.
or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of any Loan Party to
perform its obligations hereunder or thereunder.


 






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(b)            The
Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or
described in Section 5.02 unless and until written notice pursuant to terms of such Section is given to the Administrative
Agent by the Borrower Representative, or (ii) notice of any Default or Event of Default unless and until written notice thereof
(stating that it is a “notice of default” or a “notice of an Event of Default”) is given to the Administrative
Agent by the Borrowers, a Lender or an Issuing Bank. Further, the Administrative Agent shall not be responsible for or have any duty
to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default
or Event of Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document, (v) the satisfaction of any condition set forth in Article IV or elsewhere in any
Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered
to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable
or satisfactory to the Administrative Agent, or (vi) the creation, perfection or priority of Liens on the Collateral.


 


(c)            Without
limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory
note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b),
(iii) may consult with legal counsel (including counsel to the Borrowers), independent public accountants and other experts selected
by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible
to any Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of any Loan Party in connection
with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan,
or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, may presume
that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the
contrary from such Lender or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit
and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document
by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet
or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine
and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements
set forth in the Loan Documents for being the maker thereof).


 


SECTION 8.03 Posting
of Communications.


 


(a)            Each
Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and
the Issuing Banks by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic system chosen
by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).


 






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(b)            Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system)
and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and each Borrower acknowledges and agrees that
the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible
for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there
may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and each
Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the
risks of such distribution.


 


(c)            THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES
IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER OR
ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY,
ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE
AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.


 


“Communications” means, collectively,
any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any
Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank
by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.


 


(d)            Each
Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted
to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan
Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of
electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the
foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.


 






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(e)            Each
of the Lenders, each of the Issuing Banks and each Borrower agrees that the Administrative Agent may, but (except as may be required
by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative
Agent’s generally applicable document retention procedures and policies.


 


(f)            Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 


SECTION 8.04
The Administrative Agent Individually. With respect to its Commitment, Loans (including Swingline Loans) and Letters of
Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject
to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank, as the case may be.
The terms “Issuing Banks”, “Lenders”, “Required Lenders” and any similar terms shall, unless the
context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender, Issuing Bank or as
one of the Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits from,
lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind
of banking, trust or other business with, any Loan Party, any Subsidiary or any Affiliate of any of the foregoing as if such Person was
not acting as the Administrative Agent and without any duty to account therefor to the Lenders or the Issuing Banks.


 


SECTION 8.05 Successor
Administrative Agent.


 


(a)            The
Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Banks
and the Borrower Representative, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative
Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any
such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which
approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon
the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent
shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon
the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring
Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action
as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan
Documents.


 






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(b)            Notwithstanding
paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted
such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative
Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower Representative, whereupon,
on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining
any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring
Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties,
and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral
in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative
Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring
Administrative Agent shall have no duty or obligation to take any further action under any Loan Document, including any action required
to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required
to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative
Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or
made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of
the Administrative Agent’s resignation from its capacity as such, the provisions of this Article, Section 2.17(d) and
Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document,
shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative
Agent and in respect of the matters referred to in the proviso under clause (a) above.


 


SECTION 8.06 Acknowledgements
of Lenders and Issuing Banks.


 


(a)            Each
Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility,
(ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be
applicable to such Lender or Issuing Bank, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring
or holding any other type of financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contravention
of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Arranger, or any other Lender
or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder
and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities
set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making
its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring
or holding such commercial loans or providing such other facilities. Each Lender and each Issuing Bank also acknowledges that it will,
independently and without reliance upon the Administrative Agent, any Arranger, or any other Lender or Issuing Bank, or any of the Related
Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within
the meaning of the United States securities laws concerning the Borrowers and their Affiliates) as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any
related agreement or any document furnished hereunder or thereunder.


 






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(b)            Each
Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment
and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged
receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by
or satisfactory to, the Administrative Agent or the Lenders on the Effective Date or the effective date of any such Assignment and Assumption
or any other Loan Document pursuant to which it shall have become a Lender hereunder.


 


(c)            (i) Each
Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its
sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were
erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof),
such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of
any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect
of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid
to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such
Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment
with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without
limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any
Lender under this Section 8.06(c) shall be conclusive, absent manifest error.


 


(ii)  Each Lender hereby
further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount
than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates)
with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice,
it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each
such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify
the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later
than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which
such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment
(or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the
NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
from time to time in effect.


 






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(iii) Each Borrower
and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any
Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights
of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy
any Obligations owed by any Borrower or any other Loan Party, except, in each case, to the extent that such erroneous Payment is, and
solely with respect to the amount of such erroneous Payment that is, comprised of funds received by the Administrative Agent from the
Borrower or any other Loan Party for the purpose of making a payment on the Obligations.


 


(iv) Each party’s
obligations under this Section 8.06(c) shall survive the resignation or replacement of the Administrative Agent or any transfer
of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge
of all Obligations under any Loan Document.


 


(d)            Each
Lender (including any Issuing Bank) hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of
the Administrative Agent; (ii) the Administrative Agent (A) makes no representation or warranty, express or implied, as to
the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or
relating to a Report and (B) shall not be liable for any information contained in any Report; (iii) the Reports are not
comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information
regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations
of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the
Reports; (iv) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party
or any other Person except as otherwise permitted pursuant to this Agreement; and (v) without limiting the generality of any
other indemnification provision contained in this Agreement, (A) it will hold the Administrative Agent and any such
other Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may
reach or draw from any Report in connection with any extension of credit that the indemnifying Lender has made or may make to the
Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and
(B) it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a
Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including
reasonable attorneys’ fees) incurred by the Administrative Agent or any such other Person as the direct or indirect result of
any third parties who might obtain all or part of any Report through the indemnifying Lender.


 






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SECTION 8.07 Collateral
Matters.


 


(a)            Except
with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s
right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of
the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies
under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the
terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning
of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as
collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney,
to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such
Collateral in favor of the Administrative Agent on behalf of the Secured Parties.


 


(b)            In
furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which
constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed
to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral
or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that
is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed
the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the
Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.


 


(c)            The
Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on any property
granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by
Section 6.02. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation
or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative
Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent
be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.


 






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SECTION 8.08 Credit
Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to
credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or
all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or
through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the
provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in
any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in
lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or
otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the
Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required
Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the
acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated
portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the
equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In
connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to
assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured Parties’ ratable
interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to
such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt
documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the
Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity
interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote
of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable
acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to
the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the
Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties,
ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership interests, limited
partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition
vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent
that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of
another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of
Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured
Parties pro rata with their original interest in such Obligations and the equity interests and/or debt instruments issued by any
acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any
acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party
are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall
execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will
receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in
connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the
transactions contemplated by such credit bid.


 






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SECTION 8.09 Certain
ERISA Matters.


 


(a)           Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Borrower
or any other Loan Party, that at least one of the following is and will be true:


 


(i)            such
Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection
with the Loans, the Letters of Credit or the Commitments,


 


(ii)            the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate
accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23
(a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(iii)            (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14),
(B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in,
administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender,
the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv)            such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b)          In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such
Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding
clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to,
and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the
avoidance of doubt, to or for the benefit of any Borrower or any other Loan Party, that none of the Administrative Agent, or any
Arranger or any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including
in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or
any documents related to hereto or thereto).


 






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(c)            The
Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide investment advice
or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial
interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments
with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents (ii) may recognize
a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest
in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection
with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement
fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization
fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees,
term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 


SECTION 8.10
Flood Laws. Chase has adopted internal policies and procedures that address requirements placed on federally regulated
lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). Chase, as
administrative agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute
to each Lender in the syndicate) documents that it receives in connection with the Flood Laws. However, Chase reminds each Lender and
Participant in the facility that, pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant
in the facility) is responsible for assuring its own compliance with the flood insurance requirements.


 


Article IX

Miscellaneous


 


SECTION 9.01 Notices.


 


(a)            Except
in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and subject in each
case to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:


 


(i)           if
to any Loan Party, to it in care of the Borrower Representative at:


 


THE TILE SHOP, LLC

14000 Carlson Parkway

Plymouth, Minnesota 55441

Attention: Karla Lunan


 






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(ii)          if
to the Administrative Agent or the Swingline Lender to JPMorgan Chase Bank, N.A. at:


 


JPMorgan Chase Bank, N.A.

10 South Dearborn, Floor L2

Suite IL1-0480

Chicago, IL 60603-2300

Attention: Michael Grgantov

Phone No.: [***] 


Fax No: [***] 


Email: [***]


 


With a copy to:


 


JPMorgan Chase Bank, N.A. 


Middle Market Servicing 


10 South Dearborn, Floor L2 


Suite IL1-0480 


Chicago, IL, 60603-2300 


Attention: Commercial Banking Group 


Fax No: [***] 


Email:
[***] 


[***]


 


(iii)         If
to Chase in its capacity as an Issuing Bank, to JPMorgan Chase Bank, N.A. at:


 


JPMorgan Chase Bank, N.A. 


10 South Dearborn, Floor L2 


Suite IL1-0480 


Chicago, IL, 60603-2300 


Attention: LC Agency Team 


Tel: [***] 


Fax: [***] 


Email:
[***]


 


With a copy to:


 


JPMorgan Chase Bank, N.A. 


10 South Dearborn, Floor L2 


Suite IL1-0480 


Chicago, IL, 60603-2300 


Attention: Loan & Agency Services Group 


Attention: Michaela Grgantov 


Phone
No: [***] 


Fax No: [***] 


Email:
[***]


 






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(iv)            if
to any other Lender or Issuing Bank, to it at its address or fax number set forth in its Administrative Questionnaire.


 


All such notices and other communications (i) sent
by hand or overnight courier service, or mailed by certified or registered mail shall be deemed to have been given when received, (ii) sent
by fax shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient,
such notice or communication shall be deemed to have been given at the opening of business on the next Business Day of the recipient,
or (iii) delivered through Electronic Systems or Approved Electronic Platforms, as applicable, to the extent provided in paragraph (b) below
shall be effective as provided in such paragraph.


 


(b)           Notices
and other communications to the Borrower Representative, any Loan Party, the Lenders and the Issuing Banks hereunder may be
delivered or furnished by using Electronic Systems or Approved Electronic Platforms, as applicable, or pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II
or to compliance and no Default certificates delivered pursuant to Section 5.01(d) unless otherwise agreed by the
Administrative Agent and the applicable Lender. Each of the Administrative Agent and the Borrower Representative (on behalf of the
Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by using Electronic Systems
or Approved Electronic Platforms, as applicable, pursuant to procedures approved by it; provided that approval of such
procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise proscribes, all such
notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the
recipient, such notice or a communication shall be deemed to have been given at the opening of business on the next Business Day for
the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the
intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or
communication is available and identifying the website address therefor; provided that, for both clauses (i) and
(ii) above, if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such
notice or communication shall be deemed to have been sent at the opening of business on the next Business Day of the recipient.


 


(c)           Any
party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice to the
other parties hereto.


 


SECTION 9.02 Waivers;
Amendments.


 


(a)           No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any
other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment
or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under any other Loan
Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of
any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted
by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit
shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may
have had notice or knowledge of such Default at the time.


 






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(b)           Subject
to Section 2.14(c), (d) and (e), Section 2.09(f) and Section 9.02(e) below, neither this
Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the
case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or
(ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the
Administrative Agent and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided
that no such agreement shall (A) increase the Commitment of any Lender without the written consent of such Lender (including
any such Lender that is a Defaulting Lender), (B) reduce or forgive the principal amount of any Loan or LC Disbursement or
reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of
each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (except that any amendment or
modification of the financial covenants in this Agreement (or defined terms used in the financial covenants in this Agreement) shall
not constitute a reduction in the rate of interest or fees for purposes of this clause (B)), (C) postpone any scheduled
date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other
Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender)
affected thereby, (D) change Section 2.09(c) or Section 2.18(b) or (d) in a manner that
would alter the ratable reduction of Commitments or the manner in which payments are shared, without the written consent of each
Lender (other than any Defaulting Lender), (E) change any of the provisions of this Section or the definition of
 “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or
Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent
thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly affected thereby, (F) change Section 2.20,
without the consent of each Lender (other than any Defaulting Lender), (G) release any Guarantor from its obligation under its
Loan Guaranty or Obligation Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written
consent of each Lender (other than any Defaulting Lender), (H) except as provided in clause (c) of this
Section or in any Collateral Document, release all or substantially all of the Collateral without the written consent of each
Lender (other than any Defaulting Lender) or (I) subordinate all or substantially all of the Collateral without the
written consent of each Lender, unless each adversely affected Lender has been offered a reasonable bona fide opportunity to fund or
otherwise provide its pro rata share of the priming Indebtedness on the same terms (other than bona fide backstop fees and
reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and
expenses, “Ancillary Fees”) as offered to all other providers of the priming Indebtedness and to the
extent such adversely affected Lender decides to participate in the priming Indebtedness, receive its pro rata share of the fees and
any other similar benefit (other than Ancillary Fees) of the priming Indebtedness afforded to the providers of the priming
Indebtedness in connection with providing the priming Indebtedness; provided, further,
that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Swingline
Lender or the Issuing Bank hereunder without the prior written consent of the Administrative Agent, the Swingline Lender or the
Issuing Bank, as the case may be (it being understood that any amendment to Section 2.20 shall require the consent of
the Administrative Agent, the Swingline Lender and the Issuing Bank); provided, further, that no such agreement shall
amend or modify the provisions of Section 2.06 or any letter of credit application and any bilateral agreement between
the Borrower and the Issuing Bank or the respective rights and obligations between the Borrower and the Issuing Bank in connection
with the issuance of Letters of Credit without the prior written consent of the Administrative Agent and the Issuing Bank,
respectively. The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.04.
Any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or
duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by an
agreement or agreements in writing entered into by the Borrowers and the requisite number or percentage in interest of each affected
Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only
Class of Lenders hereunder at the time.


 






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(c)           The
Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release
any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of all Secured
Obligations, and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting
property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or
disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate,
without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interests of a
Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty or Obligation Guaranty provided by such Subsidiary, (iii) constituting
property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or
(iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative
Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Administrative Agent will
not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that the Administrative
Agent may, in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $5,000,000 during any calendar
year without the prior written authorization of the Required Lenders (it being agreed that the Administrative Agent may rely conclusively
on one or more certificates of the Borrower Representative as to the value of any Collateral to be so released, without further inquiry).
Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being
released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds
of any sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent
of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.


 


(d)           If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender
affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained
(any such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting Lender”),
then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently
with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrowers, the Administrative Agent
and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender
pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of
the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04,
and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest,
fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of
termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17,
and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16
had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. Each party hereto
agrees that (a) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed
by the Borrower Representative, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an
Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties
are participants), and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment
to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness
of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment
as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by
the parties thereto.


 


(e)           Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Borrower Representative only, amend, modify or
supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 






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SECTION 9.03 Expenses;
Limitation of Liability; Indemnity; Etc.


 


(a)            Expenses.
The Loan Parties, jointly and severally, shall pay all (i) documented and reasonable out of pocket expenses incurred by the
Administrative Agent and its Affiliates, including the documented and reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic
System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan
Documents and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) documented and reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) out-of-pocket
expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel
for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights
in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit
issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of
such Loans or Letters of Credit (but limited, in each case, to the fees, charges and disbursements of one firm as counsel to Chase (in
its capacity as Administrative Agent (including its Affiliates), the Issuing Bank and a Lender) and one firm as counsel to all other
Lenders taken as a whole and, if reasonably necessary, a single firm local counsel firm for Chase (in its capacity as Administrative
Agent (including its Affiliates), the Issuing Bank and a Lender) and a single firm local counsel firm for all other Lenders taken as
a whole, in each case in each relevant jurisdiction (which may be a single local counsel firm acting in multiple material jurisdictions)
and, in each case in the case of an actual or perceived conflict of interest, additional counsel to each group of similarly situated
affected persons to eliminate such actual or perceived conflict of interest). Expenses being reimbursed by the Loan Parties under this
Section include, without limiting the generality of the foregoing, documented and reasonable fees, costs and expenses incurred in
connection with:


 


(A)          appraisals
and insurance reviews;


 


(B)          field
examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally
allocated fees for each Person employed by the Administrative Agent with respect to each field examination;


 


(C)          background
checks regarding senior management and/or key investors, as deemed necessary or appropriate in the reasonable discretion of the Administrative
Agent;


 


(D)          Taxes,
fees and other charges for lien searches and filing financing statements and continuations, and other actions to perfect, protect,
and continue the Administrative Agent’s Liens;


 


(E)          sums
paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and


 


(F)          forwarding
loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs
and expenses of preserving and protecting the Collateral.


 


All of the foregoing fees, costs and expenses
may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.18(c).


 


(b)            Limitation
of Liability. To the extent permitted by applicable law (i) neither any Borrower nor any other Loan Party shall assert, and
each Borrower and each Loan Party hereby waives, any claim against any Indemnitee for any Liabilities arising from the use by others
of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic
or other information transmission systems (including the Internet) (except to the extent of direct or actual damages as are
determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee), and (ii) no party hereto shall assert, and each such party hereby waives, any
Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan
Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use
of the proceeds thereof; provided that, nothing in this Section 9.03(b) shall relieve any Borrower or any other Loan Party
of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c), against any special, indirect,
consequential or punitive damages asserted against such Indemnitee by a third party.


 






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(c)            Indemnity.
The Loan Parties, jointly and severally, shall indemnify the Administrative Agent, each Arranger, each Issuing Bank and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and
hold each Indemnitee harmless from, any and all Liabilities and related expenses, including the reasonable fees, charges and disbursements
of any counsel for any Indemnitee, (but limited to the reasonable fees, charges and disbursements of one firm as counsel to all Indemnitees
taken as a whole and, if reasonably necessary, a single firm local counsel firm for all Indemnitees taken as a whole in each relevant
jurisdiction (which may be a single local counsel firm acting in multiple material jurisdictions), and solely in the case of an actual
or perceived conflict of interest where the Indemnitee affected by such conflict of interest informs the Borrowers in writing of such
conflict of interest and thereafter retains its own firm as counsel, one additional firm as counsel in each relevant jurisdiction to
each group of affected Indemnitees taken as a whole), incurred by or asserted against any Indemnitee arising out of, in connection with,
or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, (ii) the
performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (iii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing
Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iv) any actual or alleged presence or Release of Hazardous Materials on or from
any property owned or operated by a Loan Party or a Subsidiary, or any Environmental Liability related in any way to a Loan Party or
a Subsidiary, (v) the failure of a Loan Party to deliver to the Administrative Agent the required receipts or other required documentary
evidence with respect to a payment made by such Loan Party for Taxes pursuant to Section 2.17, or (vi) any actual or
prospective Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by any Loan Party or their respective
equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the
extent that such Liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable
judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from
a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its
favor on such claim as determined by a court of competent jurisdiction or (z) arise out of a dispute among Indemnitees (other than
a dispute involving claims against an Indemnitee in its capacity as Administrative Agent, lead arranger or any other arranger, agent
or co-agent (if any) designated with respect to this Agreement) that did not involve actions or omissions of any direct or indirect parent
or controlling person of Holdings or any Loan Party. This Section 9.03(b) shall not apply with respect to Taxes other
than any Taxes that represent losses or damages arising from any non-Tax claim.


 






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(d)            Lender
Reimbursement. Each Lender severally agrees to pay any amount required to be paid by any Loan Party under paragraphs (a),
(b) or (c) of this Section 9.03 to the Administrative Agent, the Swingline Lender and each Issuing Bank, and
each Related Party of any of the foregoing Persons (each, an “Agent-Related Person”) (to the extent not
reimbursed by the Loan Parties and without limiting the obligation of any Loan Party to do so), ratably according to their
respective Applicable Percentage in effect on the date on which such payment is sought under this Section (or, if such payment
is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in
accordance with such Applicable Percentage immediately prior to such date), and agrees to indemnify and hold each Agent-Related
Person harmless from and against any and all Liabilities and related expenses, including the fees, charges and disbursements of any
kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted
against such Agent-Related Person in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan
Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or
any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing; provided that the
unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related
Person in its capacity as such; provided, further, that no Lender shall be liable for the payment of any portion of
such Liabilities, costs, expenses or disbursements that are found by a final and non-appealable decision of a court of competent
jurisdiction to have resulted primarily from such Agent-Related Person’s gross negligence or willful misconduct. The
agreements in this Section shall survive the termination of this Agreement and Payment in Full of the Secured Obligations.


 


(e)            Payments.
All amounts due under this Section 9.03 shall be payable not later than five Business Days after written demand therefor.


 


SECTION 9.04 Successors
and Assigns.


 


(a)            The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no Borrower
may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by a Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby
(including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of
this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing
Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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(b)            (i) Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, participations
in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld)
of:


 


(A)            the
Borrower Representative, provided that, the Borrower Representative shall be deemed to have consented to an assignment of all
or a portion of the Revolving Loans and Commitments unless it shall object thereto by written notice to the Administrative Agent within
10 Business Days after having received notice thereof, and provided, further, that no consent of the Borrower Representative
shall be required for (i) an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred
and is continuing, any other assignee;


 


(B)            the
Administrative Agent;


 


(C)            the
Issuing Bank; and


 


(D)            the
Swingline Lender.


 


(ii)           Assignments
shall be subject to the following additional conditions:


 


(A)            except
in the case of an assignment to a Lender, an Affiliate of a Lender, or an Approved Fund, or an assignment of the entire remaining amount
of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower Representative and the Administrative Agent otherwise
consent, provided that no such consent of the Borrower Representative shall be required if an Event of Default has occurred and
is continuing;


 


(B)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement;


 


(C)            the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and
recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders;
and


 






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(D)            the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the
assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public
information about Holdings, the other Loan Parties and their Related Parties or their respective securities) will be made available
and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws,
including federal and state securities laws.


 


For the purposes of this
Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution” have the following
meanings:


 


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


 


“Ineligible Institution”
means a (a) natural person, (b) a Defaulting Lender or its Lender Parent, (c) holding company, investment vehicle or trust
for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided that, with respect
to clause (c), such holding company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not
been established for the primary purpose of acquiring any Loans or Commitments, (y) is managed by a professional advisor, who is
not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans,
and (z) has assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing commercial
loans and similar extensions of credit in the ordinary course of its business; or (d) a Loan Party or a Subsidiary or other Affiliate
of a Loan Party.


 


(iii)            Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and,
in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16,
2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section.


 






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(iv)            The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a copy
of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent,
the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection
by the Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(v)            Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as
to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative
Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that
if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05,
2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(d), the Administrative Agent shall have no obligation
to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have
been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.


 


(c)            Any
Lender may, without the consent of, or notice to, the Borrowers, the Administrative Agent, the Swingline Lender or the Issuing Bank,
sell participations to one or more banks or other entities (a “Participant”) other than an Ineligible Institution
in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations; and (iii) the Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and/or obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant.
The Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17
(subject to the requirements and limitations therein, including the requirements under Sections 2.17(f) and (g) (it
being understood that the documentation required under Section 2.17(f) shall be delivered to the participating
Lender and the information and documentation required under Section 2.17(g) will be delivered to the Borrower
Representative and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the
provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and
(B) shall not be entitled to receive any greater payment under Sections 2.15 or 2.17 with respect to any
participation than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a
greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.


 






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Each Lender that sells a
participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate
the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees
to be subject to Section 2.18(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely
for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement
or any other Loan Document (the “Participant Register”); provided that no Lender shall have any obligation
to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to
a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under this Agreement or any other
Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of
Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The
entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is
recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice
to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining a Participant Register.


 


(d)            Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


SECTION 9.05
Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and
in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents
and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on
its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect
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
and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15,
2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of
the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of
Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.


 






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SECTION 9.06
Counterparts; Integration; Effectiveness; Electronic Execution.


 


(a)            This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any
separate letter agreements with respect to (i) fees payable to the Administrative Agent and (ii) bilateral agreements between
the Issuing Bank and Borrower constitute the entire contract among the parties relating to the subject matter hereof and supersede any
and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


 


(b)            Delivery
of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any
document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to
Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or
the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature
transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall
be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as
applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like
import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic
Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other
electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the
case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format
without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to
the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall
be entitled to rely on such Electronic Signature purportedly given by or on behalf of any Borrower or any other Loan Party without further
verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon
the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart.
Without limiting the generality of the foregoing, each Borrower and each Loan Party hereby (A) agrees that, for all purposes, including
without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among
the Administrative Agent, the Lenders, the Borrowers and the Loan Parties, electronic Signatures transmitted by telecopy, emailed pdf.
or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this
Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any
paper original, (B) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement,
any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed
created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records
shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record),
(C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan
Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document
and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim
against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s
reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces
an image of an actual executed signature page, including any Liabilities arising as a result of the failure of any Borrower and/or any
Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature,
other than, in each case, that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted
primarily from such Lender-Related Person’s gross negligence or willful misconduct.


 






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SECTION 9.07
Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall
not invalidate such provision in any other jurisdiction.


 


SECTION 9.08
Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank, and each of their
respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any
time owing, by such Lender, such Issuing Bank or any such Affiliate, to or for the credit or the account of any Loan Party against any
and all of the Secured Obligations owing to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether
or not such Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although
such obligations of the Loan Parties may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such
Issuing Bank different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that
in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately
to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment,
shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent,
the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement
describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.
The applicable Lender, the Issuing Bank or such Affiliate shall notify the Borrower Representative and the Administrative Agent of such
setoff or application; provided that the failure to give such notice shall not affect the validity of such setoff or application
under this Section. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition
to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may
have.


 






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SECTION 9.09
Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)            The
Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance
with the internal laws of the State of New York, but giving effect to federal laws applicable to national banks.


 


(b)            Each
of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions
of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party relating to this Agreement,
any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated hereby or thereby shall
be construed in accordance with and governed by the law of the State of New York.


 


(c)            Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any
U.S. federal or New York state court sitting in New York, New York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Documents, the transactions relating hereto or thereto, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action
or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related
Parties may only) be heard and determined in such state court or, to the extent permitted by law, in such federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any
right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.


 


(d)            Each
party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.


 


(e)            Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner
permitted by law.


 






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SECTION 9.10 WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 9.11
Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION 9.12
Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors, in each case to whom disclosure is reasonably necessary
or desirable as determined by the Administrative Agent or such Lender (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to
the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by any Requirement of Law described in clause (b) of the definition of such term
or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise
of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially
the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any
of its rights or obligations under this Agreement or (y) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Loan Parties and their obligations, (g) with the consent of the Borrower Representative;
(h) on a confidential basis to (1) any rating agency in connection with rating any Borrower or its Subsidiaries or the credit
facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring
of identification numbers with respect to the credit facilities provided for herein, or (i) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent,
the Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrowers. For the purposes of this Section,
 “Information” means all information received from the Borrowers relating to the Borrowers or their business, other
than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis prior
to disclosure by the Borrowers and other than information pertaining to this Agreement provided by arrangers to data service providers,
including league table providers, that serve the lending industry; provided that, in the case of information received from the
Borrowers after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required
to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation
to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.


 






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EACH
LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE
MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWERS, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES,
AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE
SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES
LAWS.


 


ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY ANY BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR
IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION
ABOUT THE BORROWERS, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO
THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE
INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.


 


SECTION 9.13 Several
Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and
the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any
of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in
Regulation U of the Federal Reserve Board) for the repayment of the Borrowings provided for herein. Anything contained in this
Agreement to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the
Borrowers in violation of any Requirement of Law.


 


SECTION 9.14
USA PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party that pursuant
to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies such Loan Party,
which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such
Loan Party in accordance with the USA PATRIOT Act.


 






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SECTION 9.15
Disclosure. Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or
its Affiliates from time to time may hold investments in, make other loans to or have other relationships with, any of the Loan Parties
and their respective Affiliates.


 


SECTION 9.16
Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for
the benefit of the Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any
other applicable law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession
or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s
request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with
the Administrative Agent’s instructions.


 


SECTION 9.17
Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any
Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable
in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of
the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or
periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
NYFRB Rate to the date of repayment, shall have been received by such Lender.


 


SECTION 9.18
No Fiduciary Duty, etc.


 


(a)            Each
Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations
except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity
of an arm’s length contractual counterparty to the Borrowers with respect to the Loan Documents and the transactions contemplated
herein and therein and not as a financial advisor or a fiduciary to, or an agent of, any Borrower or any other person. Each Borrower
agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in
connection with this Agreement and the transactions contemplated hereby. Additionally, each Borrower acknowledges and agrees that no
Credit Party is advising any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction.
The Borrowers shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation
and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have no responsibility
or liability to any Borrower with respect thereto.


 






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(b)            Each
Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with
its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing
investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking
and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other
securities and financial instruments (including bank loans and other obligations) of, the Borrowers and other companies with which the
Borrowers may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit
Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will
be exercised by the holder of the rights, in its sole discretion.


 


(c)            In
addition, each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its
Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies
in respect of which the Borrowers may have conflicting interests regarding the transactions described herein and otherwise. No Credit
Party will use confidential information obtained from any Borrower by virtue of the transactions contemplated by the Loan Documents or
its other relationships with the Borrowers in connection with the performance by such Credit Party of services for other companies, and
no Credit Party will furnish any such information to other companies. Each Borrower also acknowledges that no Credit Party has any obligation
to use in connection with the transactions contemplated by the Loan Documents, or to furnish to any Borrower, confidential information
obtained from other companies.


 


SECTION 9.19
Marketing Consent. The Borrowers hereby authorize Chase and its affiliates (collectively, the “Chase Parties”),
at their respective sole expense, and without any prior approval by the Borrowers, to include the Borrowers’ name and logo in advertising,
marketing, tombstones, case studies and training materials, and to give such other publicity to this Agreement as Chase Parties may from
time to time determine in their sole discretion. The foregoing authorization shall remain in effect unless the Borrower Representative
notifies Chase in writing that such authorization is revoked.


 


SECTION 9.20
Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan
Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability
of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of
the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


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


 






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


  


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


 


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


 


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


 


SECTION 9.21
Acknowledgement Regarding Any Supported QFCs.


 


(a)            To
the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument
that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge
and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance
Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder,
the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below
applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State
of New York and/or of the United States or any other state of the United States):


 


(b)            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.


 






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SECTION 9.22
Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees it is jointly and severally liable to the Administrative
Agent, the Issuing Banks and the Lenders for the Secured Obligations. In furtherance thereof, each Borrower agrees that wherever in this
Agreement it is provided that a Borrower is liable for a payment, such obligation is the joint and several obligation of each Borrower.
Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and
unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any
Issuing Bank, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be
impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used,
and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each
Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available
to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative
Agent, each Issuing Bank and each Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following
termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several
liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional
liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations
or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of
the Secured Obligations from any other Loan Party or any Collateral or other security therefor, or the absence of any other action to
enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the
Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing
the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Party and delivered
to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain
the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance
of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral,
(v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured
Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any
interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease
in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party.
After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and at once, without
notice to any Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without
first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the
Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under
applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property.
Each Borrower consents and agrees that neither the Administrative Agent nor any Lender shall be under no obligation to marshal any assets
in favor of any Loan Party or against or in payment of any or all of the Secured Obligations.


 






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Article X

Loan Guaranty


  


SECTION 10.01 Guaranty.
Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable
for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Secured
Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of
the Secured Obligations and all costs and expenses including, without limitation, all court costs and reasonable attorneys’
and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the
Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or
in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured
Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed
Obligations”); provided, however, that the definition of “Guaranteed Obligations” shall not
create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any
Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor. Each Loan
Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further
assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan
Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any
portion of the Guaranteed Obligations.


 


SECTION 10.02
Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to
require the Administrative Agent, the Issuing Bank or any Lender to sue any Borrower, or any Loan Guarantor, or any other guarantor of,
or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise
to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.


 


SECTION 10.03
No Discharge or Diminishment of Loan Guaranty.


 


(a)            Except
as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to
any reduction, limitation, impairment or termination for any reason (other than the Payment in Full of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed
Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower
or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other
similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated
Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Obligated
Party, the Administrative Agent, the Issuing Bank, any Lender, or any other Person, whether in connection herewith or in any unrelated
transactions.


 


(b)            The
obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever
by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable
law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.


 






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(c)            Further,
the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the
Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any
part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating
to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations
of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any of the
Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with respect
to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in
the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any
manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as
a matter of law or equity (other than the Payment in Full of the Guaranteed Obligations).


 


SECTION 10.04
Defenses Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or
arising out of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations
from any cause, or the cessation from any cause of the liability of any Borrower, any Loan Guarantor or any other Obligated Party, other
than the Payment in Full of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor irrevocably
waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein,
as well as any requirement that at any time any action be taken by any Person against any Obligated Party, or any other Person. Each
Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations
hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial
sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral
securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation
with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing
in any way the liability of such Loan Guarantor under this Loan Guaranty, except to the extent the Guaranteed Obligations have been Paid
in Full. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even
though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other
right or remedy of any Loan Guarantor against any Obligated Party or any security.


 


SECTION 10.05 Rights
of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of
subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties and
the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the
Lenders.


 






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SECTION 10.06
Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including a payment
effected through exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency, bankruptcy
or reorganization of any Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion),
each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though
the payment had not been made and whether or not the Administrative Agent, the Issuing Bank and the Lenders are in possession of this
Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy
or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the
Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative Agent.


  


SECTION 10.07
Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial
condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature,
scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative
Agent, the Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances
or risks.


 


SECTION 10.08
Termination. Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this
Loan Guaranty until five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt
of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or
committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments
with respect to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08 shall
be deemed to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative Agent
or any Lender may have in respect of, any Default or Event of Default that shall exist under clause (o) of Article VII
hereof as a result of any such notice of termination.


 


SECTION 10.09
Taxes. Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless
such withholding is required by applicable law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that
it is so required to withhold Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount of withheld Taxes
to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable
by such Loan Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional
amounts payable under this Section), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives the amount it would
have received had no such withholding been made.


 


SECTION 10.10
Maximum Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor hereunder
shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548
of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Uniform Voidable
Transactions Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan Guarantor’s
obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification
or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement or applicable law shall be taken into
account.


 






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SECTION 10.11
Contribution.


 


(a)            To
the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”) which,
taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the
amount which otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate
Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable
Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts
of each of the Loan Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible
payment in full in cash of the Guarantor Payment, the Payment in Full of the Guaranteed Obligations and the termination of this
Agreement, such Loan Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by,
each other Loan Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect
immediately prior to such Guarantor Payment.


 


(b)            As
of any date of determination, the “Allocable Amount” of any Loan Guarantor shall be equal to the excess of the fair saleable
value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the maximum amount reasonably
expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Loan Guarantor that
is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Loan Guarantors
as of such date in a manner to maximize the amount of such contributions.


 


(c)            This
Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this Section 10.11
is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts as and when the
same shall become due and payable in accordance with the terms of this Loan Guaranty.


 


(d)            The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan Guarantor
or Loan Guarantors to which such contribution and indemnification is owing.


 


(e)            The
rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable upon
the Payment in Full of the Guaranteed Obligations and the termination of this Agreement.


 






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SECTION 10.12
Liability Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to
and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this
Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other
Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically
provides to the contrary.


  


SECTION 10.13
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to
provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under
this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable
under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations
under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance
or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor
under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified
ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute,
a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of
the Commodity Exchange Act.


 


Article XI

the borrower representative


 


SECTION 11.01
Appointment; Nature of Relationship. Tile Shop LLC is hereby appointed by each of the Loan Parties as its contractual representative
(herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the
Loan Parties irrevocably authorizes the Borrower Representative to act as the contractual representative of such Loan Party with the
rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual
representative upon the express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower
Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower Representative
shall promptly disburse such Loans to the appropriate Borrower(s). The Administrative Agent and the Lenders, and their respective officers,
directors, agents or employees, shall not be liable to the Borrower Representative or any Loan Party for any action taken or omitted
to be taken by the Borrower Representative or the Loan Parties pursuant to this Section 11.01.


 


SECTION 11.02
Powers. The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated
to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower
Representative shall have no implied duties to the Loan Parties, or any obligation to the Lenders to take any action thereunder except
any action specifically provided by the Loan Documents to be taken by the Borrower Representative.


 


SECTION 11.03
Employment of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under
any other Loan Document by or through authorized officers.


 






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SECTION 11.04
Notices. Each Loan Party shall immediately notify the Borrower Representative of the occurrence of any Default or Event of Default
hereunder, refer to this Agreement, describe such Default or Event of Default, and state that such notice is a “notice of default”.
In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to
the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice to each
Loan Party on the date received by the Borrower Representative.


  


SECTION 11.05
Successor Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower Representative may
resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative
Agent shall give prompt written notice of such resignation to the Lenders.


 


SECTION 11.06
Execution of Loan Documents. The Loan Parties hereby empower and authorize the Borrower Representative, on behalf of the Loan
Parties, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements, certificates,
documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including, without limitation,
the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Loan Parties in accordance
with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth
therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Loan Parties.


 


[Signature
Page Follows]


 






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


 


	THE TILE SHOP, LLC,	 
	a Delaware limited liability company	 
	 	 
	By:	 /s/ Karla Lunan	 
	Name: Karla Lunan	 
	Title: Senior Vice President, Chief
    Financial Officer and Secretary	 



 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGES]


 






    


     


    

 


	TILE SHOP HOLDINGS, INC.,	 
	a Delaware corporation	 
	 	 
	By:	 /s/ Karla Lunan	 
	Name: Karla Lunan	 
	Title: Senior Vice President, Chief
    Financial Officer and Secretary	 



 






    


     


    

 


	THE TILE SHOP OF MICHIGAN, LLC,	 
	a Michigan limited liability company	 
	 	 
	By: 	/s/
    Karla Lunan	 
	Name: Karla Lunan	 
	Title: Senior Vice President, Chief
    Financial Officer and Secretary	 



 






    


     


    

 


	TILE SHOP LENDING, INC.,	 
	a Delaware corporation	 
	 	 
	By:	/s/
    Karla Lunan	 
	Name: Karla Lunan	 
	Title: Senior Vice President, Chief
    Financial Officer and Secretary	 




 


[SIGNATURES
CONTINUE ON THE FOLLOWING PAGES]


 






    


     


    

 


	 	JPMORGAN CHASE BANK, N.A., individually,
    and as Administrative Agent, the Swingline Lender and Issuing Bank
	 	 
	 	By:	/s/ Martin Cherney
	 	Name:	Martin Cherney
	 	Title:	Authorized Officer




 


[SIGNATURES
CONTINUE ON THE FOLLOWING PAGES]


 






    


     


    

 


	 	FIFTH THIRD BANK, NATIONAL ASSOCIATION,
 as a Lender
	 	 
	 	By:	/s/ Sean Hetzman
	 	Name:	Sean Hetzman
	 	Title:	Vice President