Exhibit 10.1


 





 


SECOND AMENDMENT TO

CREDIT AGREEMENT AND CONSENT


 


THIS SECOND AMENDMENT TO CREDIT
AGREEMENT AND CONSENT (this “Amendment”), dated as of October 7, 2022, is entered into by and among iPOWER INC., a
Nevada corporation (the “Company” and together with any other Person that joins the Credit Agreement as a Borrower
in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually
and collectively, jointly and severally, as the “Borrowers”), the other Loan Parties party hereto, the Lenders described
below, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement
(as hereinafter defined) as amended hereby.


 


A.       WHEREAS,
the Borrowers, the other Loan Parties, certain financial institutions parties thereto (the “Lenders”) and the Administrative
Agent are parties to that certain Credit Agreement, dated as of November 12, 2021 (as so amended and as may be further amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”).


 


B.       WHEREAS,
the Borrowers, Administrative Agent and the Lenders previously entered into that certain Consent to Acquisition dated February 15, 2022
(“February Consent”), whereby the Administrative Agent and Lenders consented to an Acquisition (which included a one-time
payment of cash in an amount equal to $1,500,000 to White Cherry Limited, an exempted company duly incorporated and validly existing under
the laws of the British Virgin Islands (“WCL”) (“Subject Transaction”)), subject to the satisfaction
of the terms and conditions set forth therein. Borrowers have informed Administrative Agent that they wish to make the Subject Transaction
and but for Borrowers’ failure to satisfy the conditions set forth in (a) clause (ii) of the February Consent and (b) clause (c)(ii)
of the definition of Payment Condition as of the Second Amendment Effective Date, the Subject Transaction would otherwise be permitted
under the February Consent and the Credit Agreement.


 


C.       WHEREAS,
the Loan Parties have requested that the Administrative Agent and the Lenders amend the Credit Agreement as set forth herein.


 


D.       WHEREAS,
on the terms and conditions set forth herein, the Administrative Agent and the Lenders have agreed to consent to the Subject Transaction
and the parties hereto have agreed to amend the Credit Agreement as set forth herein.


 


NOW, THEREFORE, for and in
consideration of the premises and mutual agreements herein contained and for the purposes of setting forth the terms and conditions of
this Amendment and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be bound, hereby agree as follows:


 


1.                  
Amendments to Credit Agreement. Upon the Second Amendment Effective Date (as defined below), the Credit Agreement (including
the specific schedules and exhibits attached thereto) is hereby amended to delete the stricken text (indicated textually in the same
manner as the following example: stricken text) and to add the double-underlined text
(indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Loan Agreement attached as Annex A hereto.


 


2.                  
Consent to Subject Transaction. 


 


(a)               
Without the prior written consent of the Administrative Agent and Lenders, the Subject Transaction would constitute an Event of
Default by violating clause (ii) of the February 2022 Consent and clause (c)(ii) of the definition of Payment Condition as of the Second
Amendment Effective Date.


 


 






    	 	 	 



     


    

 


(b)               
The Loan Parties have requested that Administrative Agent and Lenders consent to the Subject Transaction, and that Administrative
Agent and Lenders agree that no Event of Default will be deemed to have occurred in connection therewith, so long as: (i) the Subject
Transaction is consummated on or before October 20, 2022, (ii) no Event of Default has occurred and is continuing or would result immediately
after giving effect to the Subject Transaction, (iii) immediately after giving effect to and at all times during the 30-day period immediately
prior to the Subject Transaction, the Borrowers shall have Excess Availability calculated on a pro forma basis after giving effect to
such the Subject Transaction of not less than $7,500,000, and (iv) the Borrower Representative shall have delivered to the Administrative
Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent certifying as to the items described in
clauses (ii) and (iii) above and attaching calculations for items described in clause (iii), and subject to the satisfaction (or waiver)
of the conditions precedent to the effectiveness of this Amendment, Administrative Agent and Lenders hereby (x) consent to the Subject
Transaction and (y) agree that no Default or Event of Default will be deemed to have occurred solely as a result thereof.


 


(c)               
The forgoing consent is limited precisely as written and shall not be deemed to be an amendment, waiver, consent, release or modification
of any other term or condition of the Credit Agreement or any other Loan Document, or prejudice any right or remedy which Administrative
Agent or any Lender may now or in the future have at law or in connection with the Credit Agreement or any other Loan Document.


 


3.                  
Conditions Precedent to Effectiveness. This Amendment shall become effective on the date (the “Second Amendment
Effective Date”) on which all of the following conditions are satisfied:


 


(a)               
A fully-executed copy of this Amendment shall have been delivered to the Administrative Agent in form and substance satisfactory
to Administrative Agent;


 


(b)               
Concurrently with the execution of this Amendment, receipt by Buchalter, a Professional Corporation, of payment in full of its
legal fees and expenses in connection with this Amendment in an amount equal to $11,250.00, by wire or confirmation that Administrative
Agent has debited such payment in full from the Borrowers’ account;


 


(c)               
the Borrowers shall have paid to the Administrative Agent all amounts required to be paid hereunder, including, without limitation,
those set forth in Section 4 hereto; and


 


(d)               
the Administrative Agent shall have received such other agreements, instruments, documents and certificates as the Administrative
Agent may request, all in form and substance acceptable to the Administrative Agent.


 


4.                  
Fees and Expenses. Each Borrower agrees to pay on demand all costs and expenses of or incurred by the Administrative Agent,
including but not limited to, fees and disbursements of counsel to the Administrative Agent, in connection with the preparation, negotiation,
execution and delivery of this Amendment.


 


5.                  
Representations. Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders that: (a) it
has all necessary power and authority to execute and deliver this Amendment and perform its obligations hereunder, (b) no Default or Event
of Default exists both before and after giving effect to this Amendment, (c) this Amendment and the Loan Documents, as amended hereby,
constitute the legal, valid and binding obligations of each Loan Party and are enforceable against such Loan Party in accordance with
their terms, (d) all Liens created under the Loan Documents continue to be first-priority (subject only to Permitted Encumbrances)
perfected Liens, (e) all representations and warranties of the Loan Parties contained in the Credit Agreement, as amended hereby,
and all other Loan Documents are true and correct as though made on and as of the date hereof (except to the extent such representations
and warranties relate to an earlier date, in which case they are true and correct as of such date) and (f) the execution and delivery
of this Amendment will not contravene or result in a violation of any contract or agreement to which such Loan Party is a party.


 


 






    	 	2	 



     


    

 


6.                  
Ratification. Except as expressly modified in this Amendment, all of the terms, provisions and conditions of the Credit
Agreement, as heretofore amended, shall remain unchanged and in full force and effect. Except as herein specifically agreed, the Credit
Agreement and each other Loan Document are hereby ratified and confirmed and shall remain in full force and effect according to their
terms. Except as specifically set forth herein (including but not limited to Sections 3 and 4 hereunder), the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right, power, privilege or remedy of the Administrative Agent or
the Lenders under the Credit Agreement or any of the other Loan Documents, or constitute a waiver of any provision of the Credit Agreement
or any of the other Loan Documents. This Amendment shall not constitute a course of dealing with the Administrative Agent or the Lenders
at variance with the Credit Agreement or the other Loan Documents such as to require further notice by such Person to require strict compliance
with the terms of the Credit Agreement and the other Loan Documents in the future. Each Loan Party acknowledges and expressly agrees that
the Administrative Agent and each Lender and reserves the right to, and does in fact, require strict compliance with all terms and provisions
of the Credit Agreement and the other Loan Documents. Each Loan Party hereby: (i) affirms that it is indebted to the Lenders under
the terms and conditions of the Credit Agreement and the other Loan Documents, each of which constitutes the valid and binding obligation
of the Loan Parties, enforceable in accordance with their respective terms, and that no offsets, expenses or counterclaims to its obligations
thereunder exist; and (ii) affirmatively waives any right to challenge the liens and security interests granted in favor of the Administrative
Agent under the Credit Agreement, the other Loan Documents or hereunder.


 


7.                  
Governing Law. This Amendment shall be governed by and construed in accordance with and governed by the laws of the State
of California.


 


8.                  
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 AMENDMENT, THE CREDIT 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, AGENT OR 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 AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 8.


 


9.                  
JUDICIAL REFERENCE. IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”)
BY OR AGAINST THE LOAN PARTIES, THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS IN CONNECTION WITH ANY CONTROVERSY, DISPUTE OR CLAIM DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) (EACH, A “CLAIM”) AND THE WAIVER SET FORTH
IN SECTION 8 IS NOT ENFORCEABLE IN SUCH ACTION OR PROCEEDING, EACH LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER (BY THEIR
ACCEPTANCE HEREOF) AGREE AS FOLLOWS:


 


(a)               
WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN CLAUSE (B) BELOW, ANY CLAIM WILL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING
IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.2. EACH LOAN PARTY, THE ADMINISTRATIVE
AGENT AND EACH LENDER INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL
PROCEDURE SECTION 638. EXCEPT AS OTHERWISE PROVIDED IN THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, VENUE FOR THE
REFERENCE PROCEEDING WILL BE IN THE STATE OR FEDERAL COURT IN THE COUNTY OR DISTRICT WHERE VENUE IS OTHERWISE APPROPRIATE UNDER APPLICABLE
LAW.


 


(b)               
THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY
INTERESTS IN REAL OR PERSONAL PROPERTY; (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING, WITHOUT LIMITATION, SET-OFF); (C) APPOINTMENT
OF A RECEIVER; AND (D) TEMPORARY, PROVISIONAL OR ANCILLARY REMEDIES (INCLUDING, WITHOUT LIMITATION, WRITS OF ATTACHMENT, WRITS OF
POSSESSION, TEMPORARY RESTRAINING ORDERS OR PRELIMINARY INJUNCTIONS). NEITHER THIS AMENDMENT NOR THE CREDIT AGREEMENT LIMITS THE RIGHT
OF ANY LOAN PARTY, THE ADMINISTRATIVE AGENT OR ANY LENDER TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES
(A) — (D) OF THIS SECTION AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY SUCH LOAN PARTY, THE ADMINISTRATIVE
AGENT OR SUCH LENDER TO A REFERENCE PROCEEDING PURSUANT TO THIS AMENDMENT OR THE CREDIT AGREEMENT.


 


 






    	 	3	 



     


    

 


(c)               
UPON THE WRITTEN REQUEST OF THE LOAN PARTIES, THE ADMINISTRATIVE AGENT OR ANY LENDER, THE LOAN PARTIES, THE ADMINISTRATIVE AGENT
AND THE LENDERS SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE LOAN PARTIES, THE ADMINISTRATIVE AGENT
AND THE LENDERS DO NOT AGREE UPON A REFEREE WITHIN TEN (10) DAYS OF SUCH WRITTEN REQUEST, THEN, THE LOAN PARTIES, THE ADMINISTRATIVE AGENT
OR ANY LENDER, MAY REQUEST THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B).


 


(d)               
EXCEPT AS EXPRESSLY SET FORTH IN THIS AMENDMENT OR THE CREDIT AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE
PROCEEDING IS CONDUCTED, INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT
ARISE WITH RESPECT TO THE COURSE OF THE REFERENCE PROCEEDING. ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL,
SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN THE LOAN PARTIES, THE ADMINISTRATIVE AGENT OR ANY LENDER SO REQUESTS, A COURT
REPORTER WILL BE USED AND THE REFEREE WILL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL HAVE THE
OBLIGATION TO ARRANGE FOR AND PAY COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE’S FEES, SHALL
ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.


 


(e)               
THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE LOAN PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL BE
ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND MAY ENFORCE ALL DISCOVERY
ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA. THE REFEREE SHALL APPLY THE RULES
OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH APPLICABLE STATE
AND FEDERAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED
IN A TRIAL, INCLUDING, WITHOUT LIMITATION, MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT. THE REFEREE SHALL REPORT THE REFEREE’S
DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW. THE REFEREE SHALL ISSUE A DECISION AND PURSUANT TO
CALIFORNIA CIVIL CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE’S DECISION SHALL BE ENTERED BY THE COURT AS A JUDGMENT IN THE
SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE FINAL JUDGMENT OR ORDER FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY
THE REFEREE SHALL BE FULLY APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT.


 


(f)                
THE LOAN PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDERS RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE
PROCEEDING PURSUANT TO THIS SECTION 9 WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY
TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS
REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.


 


10.              
RELEASE. EACH LOAN PARTY ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT AND THE LENDERS WOULD NOT ENTER INTO THIS AMENDMENT
WITHOUT SUCH LOAN PARTY’S ASSURANCE HEREUNDER. EXCEPT FOR THE OBLIGATIONS ARISING HEREAFTER UNDER THIS AMENDMENT AND THE OTHER LOAN
DOCUMENTS, ON BEHALF OF ITSELF AND EACH OF ITS SUBSIDIARIES, EACH LOAN PARTY HEREBY ABSOLUTELY DISCHARGES AND RELEASES THE ADMINISTRATIVE
AGENT AND THE LENDERS, ANY PERSON THAT HAS OBTAINED ANY INTEREST FROM THE ADMINISTRATIVE AGENT AND THE LENDERS UNDER ANY LOAN DOCUMENT
AND EACH OF THE ADMINISTRATIVE AGENT’S AND THE LENDER’S FORMER AND PRESENT PARTNERS, STOCKHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES,
SUCCESSORS, ASSIGNEES, AFFILIATES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASEES”) FROM ANY KNOWN OR UNKNOWN CLAIMS
WHICH ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES NOW HAS AS OF THE SECOND AMENDMENT EFFECTIVE DATE AGAINST THE ADMINISTRATIVE AGENT, ANY
LENDER OR ANY OTHER RELEASEE OF ANY NATURE ARISING OUT OF OR RELATED TO ANY BORROWER OR ANY OF ITS SUBSIDIARIES, ANY DEALINGS WITH SUCH
LOAN PARTY OR ANY OF ITS SUBSIDIARIES, ANY OF THE LOAN DOCUMENTS OR ANY TRANSACTIONS PURSUANT THERETO OR CONTEMPLATED THEREBY, THE COLLATERAL
(OR ANY OTHER COLLATERAL OF ANY PERSON THAT PREVIOUSLY SECURED OR NOW OR HEREAFTER SECURES ANY OF THE OBLIGATIONS), OR ANY NEGOTIATIONS
FOR ANY MODIFICATIONS TO OR FORBEARANCE OR CONCESSIONS WITH RESPECT TO ANY OF THE LOAN DOCUMENTS, IN EACH CASE INCLUDING ANY CLAIMS THAT
SUCH LOAN PARTY OR ANY OF ITS SUBSIDIARIES, SUCCESSORS, COUNSEL AND ADVISORS MAY IN THE FUTURE DISCOVER THEY WOULD HAVE NOW HAD AS OF
THE SECOND AMENDMENT EFFECTIVE DATE IF THEY HAD KNOWN FACTS NOT NOW KNOWN TO THEM, AND IN EACH CASE WHETHER FOUNDED IN CONTRACT, IN TORT
OR PURSUANT TO ANY OTHER THEORY OF LIABILITY.


 


 






    	 	4	 



     


    

 


11.              
Waiver of California Civil Code Section 1542. Loan Parties acknowledge that there is a risk that subsequent to the execution
of this Agreement it or they may incur or suffer losses, damages or injuries which are in some way caused by the transactions referred
to in the Loan Documents or this Amendment, but which are unknown and unanticipated at the time this Amendment is executed. Loan Parties
do hereby assume the above mentioned risks and agree that this Amendment shall apply to all unknown or unanticipated results of the transactions
and occurrences described herein, as well as those known and anticipated, and upon advice of counsel, Loan Parties do hereby knowingly
waive any and all rights and protections under California Civil Code Section 1542 which section has been duly explained and reads as follows:


 


“A general release does
not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing
the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party”


 


12.              
Legal Advice Obtained. The advice of legal counsel has been obtained by each party prior to signing this Amendment and each
party executes this Amendment voluntarily, with full knowledge of its significance, and with the express intention of effecting the legal
consequences provided by Section 1541 of the California Civil Code, namely, the extinguishment of obligations except for the executory
provisions of this Amendment.


 


13.              
Miscellaneous.


 


(a)              
Counterparts; Integration. This Amendment 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 Amendment, the Credit Agreement, the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof
and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof.
This Amendment shall become effective as provided in Section 3 hereof 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. Delivery of an executed counterpart of a signature page
of this Amendment by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this
Amendment. 


 


(b)               
Entire Agreement. This Amendment and the other Loan Documents constitute the entire understanding of the parties hereto
and thereto with respect to the subject matter hereof and thereof and any prior agreements, whether written or oral, with respect thereto
are superseded hereby.


 


(c)               
Severability of Provisions. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.


 


(d)               
Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted under the Credit Agreement.


 


(e)               
Construction. The parties acknowledge and agree that this Amendment shall not be construed more favorably in favor of any
party hereto based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation
of this Amendment.


 


(f)                
Incorporation. This Amendment shall form a part of the Credit Agreement, and all references to the Credit Agreement shall
mean that document as hereby modified. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference
to the Credit Agreement as amended hereby.


 


 






    	 	5	 



     


    

 


(g)               
No Prejudice; No Impairment. This Amendment shall not prejudice, limit, restrict or impair any rights, privileges, powers
or remedies of the Administrative Agent or the Lenders under the Credit Agreement or any other Loan Documents as hereby amended. The Administrative
Agent and each Lender reserves, without limitation, all rights which the Administrative Agent and each Lender has now or in the future
against any guarantor or endorser of the Obligations.


 


[Signatures Immediately Follow]


 


 






    	 	6	 



     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Second Amendment to Credit Agreement and Consent as of the date first written above.


 


 


BORROWER:


 


IPOWER INC.,

a Nevada corporation


 





 


By: /s/ Kevin D. Vassily                       

Name: Kevin D. Vassily


Title: Chief Financial Officer 


 


OTHER LOAN PARTIES:


 


 


E MARKETING SOLUTION INC,

a California corporation


 


 


By:  /s/ Kevin D. Vassily                       


Name: Kevin D. Vassily


Title: Chief Financial Officer 



 


GLOBAL PRODUCT MARKETING INC.,

a Nevada corporation


 





 


By: /s/ Kevin D. Vassily                    

Name: Kevin D. Vassily


Title: Chief Financial Officer


 



 


 


 


 


 


Signature Page to Second Amendment 


to Credit Agreement and Consent


 


 






    	 	 	 



     


    

 


 


 


ADMINISTRATIVE AGENT AND LENDER: 


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


 


 


By: /s/ C. Hayes Blackwood                        

Name: C. Hayes Blackwood


Title: Authorized Officer


 


 


 


 


 


 


 


 


Signature Page to Second Amendment 


to Credit Agreement and Consent



 


 






    	 	 	 



     


    

 


Annex A to Second Amendment to Credit Agreement
and Consent 


 


 





 







J.P. Morgan





CREDIT AGREEMENT





dated as of





November 12, 2021





among





IPOWER INC.,



The Other Borrowers Party Hereto



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









 


 


 


ASSET BASED LENDING


 


 






    	 	 	 



     


    

 


TABLE OF CONTENTS


 


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	40
	SECTION 1.05. Interest Rates; Benchmark Notifications	41
	SECTION 1.06. Status of Obligations	41
	SECTION 1.07. Letters of Credit	41
	SECTION 1.08. 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 Revolving Borrowings	43
	SECTION 2.04. Protective Advances	43
	SECTION 2.05. Swingline Loans and Overadvances	44
	SECTION 2.06. Letters of Credit	45
	SECTION 2.07. Funding of Borrowings	50
	SECTION 2.08. Interest Elections	51
	SECTION 2.09. Termination of Revolving Commitments; Increase in Revolving Commitments	52
	SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt	53
	SECTION 2.11. Prepayment of Loans	54
	SECTION 2.12. Fees	56
	SECTION 2.13. Interest	57



 


 






    	 	i	 



     


    

 


 


	SECTION 2.14. Alternate Rate of Interest; Illegality	57
	SECTION 2.15. Increased Costs	60
	SECTION 2.16. Break Funding Payments	61
	SECTION 2.17. Withholding of Taxes; Gross-Up	61
	SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Setoffs	65
	SECTION 2.19. Mitigation Obligations; Replacement of Lenders	67
	SECTION 2.20. Defaulting Lenders	68
	SECTION 2.21. Returned Payments	70
	SECTION 2.22. Banking Services and Swap Agreements	70
	ARTICLE III Representations and Warranties	71
	SECTION 3.01. Organization; Powers	71
	SECTION 3.02. Authorization; Enforceability	71
	SECTION 3.03. Governmental Approvals; No Conflicts	71
	SECTION 3.04. Financial Condition; No Material Adverse Change	71
	SECTION 3.05. Properties	71
	SECTION 3.06. Litigation and Environmental Matters	72
	SECTION 3.07. Compliance with Laws and Agreements; No Default	72
	SECTION 3.08. Investment Company Status	72
	SECTION 3.09. Taxes	72
	SECTION 3.10. ERISA	73
	SECTION 3.11. Disclosure	73
	SECTION 3.12. Material Agreements	73
	SECTION 3.13. Solvency	73
	SECTION 3.14. Insurance	74
	SECTION 3.15. Capitalization and Subsidiaries	74
	SECTION 3.16. Security Interest in Collateral	74



 






    	 	ii	 



     


    

 


 


	SECTION 3.17. Employment Matters	74
	SECTION 3.18. Margin Regulations	74
	SECTION 3.19. Use of Proceeds	75
	SECTION 3.20. No Burdensome Restrictions	75
	SECTION 3.21. Anti-Corruption Laws and Sanctions	75
	SECTION 3.22. Affiliate Transactions	75
	SECTION 3.23. Common Enterprise	75
	SECTION 3.24. Affected Financial Institutions	75
	SECTION 3.25. Plan Assets; Prohibited Transactions	75
	ARTICLE IV Conditions	76
	SECTION 4.01. Effective Date	76
	SECTION 4.02. Each Credit Event	79
	ARTICLE V Affirmative Covenants.	79
	SECTION 5.01. Financial Statements; Borrowing Base and Other Information	80
	SECTION 5.02. Notices of Material Events	83
	SECTION 5.03. Existence; Conduct of Business	84
	SECTION 5.04. Payment of Obligations	85
	SECTION 5.05. Maintenance of Properties	85
	SECTION 5.06. Books and Records; Inspection Rights	85
	SECTION 5.07. Compliance with Laws and Material Contractual Obligations	85
	SECTION 5.08. Use of Proceeds	85
	SECTION 5.09. Accuracy of Information	86
	SECTION 5.10. Insurance	86
	SECTION 5.11. Casualty and Condemnation	86
	SECTION 5.12. Appraisals	86
	SECTION 5.13. Depository Banks	87



 


 






    	 	iii	 



     


    

 


 


	SECTION 5.14. Additional Collateral; Further Assurances	87
	SECTION 5.15. Post-Closing Covenants	88
	ARTICLE VI Negative Covenants	88
	SECTION 6.01. Indebtedness	88
	SECTION 6.02. Liens	90
	SECTION 6.03. Fundamental Changes	91
	SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions	91
	SECTION 6.05. Asset Sales	92
	SECTION 6.06. Sale and Leaseback Transactions	93
	SECTION 6.07. Swap Agreements	93
	SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness	94
	SECTION 6.09. Transactions with Affiliates	94
	SECTION 6.10. Restrictive Agreements	94
	SECTION 6.11. Amendment of Material Documents	95
	SECTION 6.12. Fixed Charge Coverage Ratio	95
	SECTION 6.13. Transactions with Third Parties	95
	ARTICLE VII Events of Default	95
	ARTICLE VIII The Administrative Agent	98
	SECTION 8.01. Authorization and Action	98
	SECTION 8.02. Administrative Agent’s Reliance, Limitation of Liability, Etc.	100
	SECTION 8.03. Posting of Communications	101
	SECTION 8.04. The Administrative Agent Individually	103
	SECTION 8.05. Successor Administrative Agent	103
	SECTION 8.06. Acknowledgements of Lenders and Issuing Bank	104
	SECTION 8.07. Collateral Matters	106
	SECTION 8.08. Credit Bidding	107



 






    	 	iv	 



     


    

 


 


	SECTION 8.09. Certain ERISA Matters	107
	SECTION 8.10. Flood Laws	109
	SECTION 8.11. Subordination Arrangements	109
	ARTICLE IX Miscellaneous	109
	SECTION 9.01. Notices	109
	SECTION 9.02. Waivers; Amendments	110
	SECTION 9.03. Expenses; Limitation of Liability; Indemnity; Etc.  (a)  Expenses	113
	SECTION 9.04. Successors and Assigns	115
	SECTION 9.05. Survival	118
	SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution	119
	SECTION 9.07. Severability	120
	SECTION 9.08. Right of Setoff	120
	SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process	120
	SECTION 9.10. WAIVER OF JURY TRIAL; JUDICIAL REFERENCE	121
	SECTION 9.11. Headings	123
	SECTION 9.12. Confidentiality	123
	SECTION 9.13. Several Obligations; Non-Reliance; Violation of Law	124
	SECTION 9.14. USA PATRIOT Act	124
	SECTION 9.15. Disclosure	124
	SECTION 9.16. Appointment for Perfection	124
	SECTION 9.17. Interest Rate Limitation	125
	SECTION 9.18. Marketing Consent	125
	SECTION 9.19. Acknowledgement and Consent to Bail-In of Affected Financial Institutions	125
	SECTION 9.20. No Fiduciary Duty, Etc.	126
	SECTION 9.21. Acknowledgement Regarding Any Supported QFCs	126
	SECTION 9.22. Joint and Several	127



 






    	 	v	 



     


    

 


 


	ARTICLE X Loan Guaranty	128
	SECTION 10.01. Guaranty	128
	SECTION 10.02. Guaranty of Payment	128
	SECTION 10.03. No Discharge or Diminishment of Loan Guaranty	128
	SECTION 10.04. Defenses Waived	129
	SECTION 10.05. Rights of Subrogation	129
	SECTION 10.06. Reinstatement; Stay of Acceleration	129
	SECTION 10.07. Information	130
	SECTION 10.08. Termination	130
	SECTION 10.09. Taxes	130
	SECTION 10.10. Maximum Liability	130
	SECTION 10.11. Contribution	130
	SECTION 10.12. Liability Cumulative	131
	SECTION 10.13. Keepwell	131
	ARTICLE XI The Borrower Representative	131
	SECTION 11.01. Appointment; Nature of Relationship	131
	SECTION 11.02. Powers	132
	SECTION 11.03. Employment of Agents	132
	SECTION 11.04. Notices	132
	SECTION 11.05. Successor Borrower Representative	132
	SECTION 11.06. Execution of Loan Documents; Borrowing Base Certificate	132
	SECTION 11.07. Reporting	132


 


 



    	 	vi	 



     


    




 


 


SCHEDULES:


 


Commitment Schedule


 


Schedule 3.05 --Properties


 


Schedule 3.06 --Disclosed Matters


 


Schedule 3.12--Material Agreements


 


Schedule 3.14 --Insurance


 


Schedule 3.15 -- Capitalization
and Subsidiaries


 


Schedule 3.22 -- Affiliate Transactions


 


Schedule 6.01 -- Existing Indebtedness


 


Schedule 6.02 -- Existing Liens


 


Schedule 6.04 -- Existing Investments


 


Schedule 6.10 -- Existing Restrictions


 


EXHIBITS:


 


Exhibit A -- Form of Assignment
and Assumption


 


Exhibit B -- Form of Borrowing
Base Certificate


 


Exhibit C -- Form of Compliance
Certificate


 


Exhibit D -- Joinder Agreement


 


 


 



    	 	vii	 



     


    




 


 


CREDIT AGREEMENT dated as
of November 12, 2021 (as it may be amended or modified from time to time, this “Agreement”) among iPOWER INC., a Nevada
corporation (the “Company” and together with any other Person that joins this Agreement as a Borrower in accordance
with the terms hereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively,
jointly and severally, as the “Borrowers”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN
CHASE BANK, N.A., as Administrative Agent.


 


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:


 


“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 REVSOFR30
Rate” (i) means an interest rate per annum equal to (a) the REVSOFR30 Rate plus (b) 0.10%; provided that
(x) if the Adjusted REVSOFR30 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 and (y) if the REVSOFR30 Rate shall not be available, then the Adjusted REVSOFR30 Rate shall be equal to
the CB Floating Rate (unless an alternate rate is established in accordance with Section 2.14); and (ii) 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 REVSOFR30 Rate.


 


“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 Revolving
Commitment” means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased or reduced from
time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Revolving Commitment is $25,000,000.


 


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


 


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


 


“Amazon”
means Amazon.com Inc. and its Affiliates.


 


“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 of its Affiliates 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, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure, Overadvances or Swingline Loans, a percentage equal
to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the Aggregate Revolving
Commitment (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 that time), and (b) with respect to Protective Advances or
with respect to the Aggregate Revolving Exposure, a percentage based upon its share of the Aggregate Revolving Exposure and the unused
Revolving Commitments; provided that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting Lender, such
Defaulting Lender’s Revolving Commitment shall be disregarded in the calculations under clauses (a) and (b) above.


 


“Applicable Rate”
means, for any day, with respect to any Loan, the applicable rate per annum set forth below under the caption “Revolver CB Floating
Rate Spread”, “Revolver REVSOFR30 Spread”, or “Revolver Term Benchmark Spread”, as the
case may be, based upon the Average Quarterly Availability during the most recently ended fiscal quarter of the Company; provided that
the “Applicable Rate” shall be the applicable rates per annum set forth below in Category 1 during the period from the Effective
Date to, and including, the last day of the fiscal quarter of the Company; ending on or about December 31, 2021:


 


 






    	 	2	 



     


    

 


	Average
Quarterly Availability
	
    Revolver 

    CB Floating Rate Spread
	
    Revolver 

    REVSOFR30 Spread
	Revolver Term Benchmark Spread
	
    Category 1

     

    3
20% of the Borrowing Base

     
	0.00%	2.00%	2.00%
	
    Category 2

     

    <
20% of the Borrowing Base

     
	0.25%	2.25%	2.25%


 


For purposes of the foregoing, each
change in the Applicable Rate resulting from a change in Average Quarterly Availability shall be effective during the period commencing
on and including the first day of each fiscal quarter of the Company and ending on the last day of such fiscal quarter, it being understood
and agreed that, for purposes of determining the Applicable Rate on the first day of any fiscal quarter of the Company, the Average Quarterly
Availability during the most recently ended fiscal quarter of the Company shall be used. Notwithstanding the foregoing, the Average Quarterly
Availability shall be deemed to be in Category 2 (A) at any time that an Event of Default has occurred and is continuing or
(B) at the option of the Administrative Agent or at the request of the Required Lenders if the Borrowers fail to deliver any Borrowing
Base Certificate or related information required to be delivered by them pursuant to Section 5.01, during the period from the expiration
of the time for delivery thereof until each such Borrowing Base Certificate and related information is so delivered.


 


If at any time the Administrative
Agent determines that any Borrowing Base Certificate or related information based on which Availability and/or such Average Quarterly
Availability and the corresponding Applicable Rate was determined, as applicable, was incorrect (whether based on a restatement, fraud
or otherwise), the Borrowers shall be required to retroactively pay any additional amount that the Borrowers would have been required
to pay if such Borrowing Base Certificate or related information based upon which Availability and/or such Average Quarterly Availability
was determined had been accurate at the time it was delivered.


 


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


 


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


 


“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.


 


“Availability”
means, at any time, an amount equal to (a) the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base 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).


 


 






    	 	3	 



     


    

 


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


 


“Available Revolving
Commitment” means, at any time, the Aggregate Revolving Commitment minus 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).


 


“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.


 


“Average Quarterly
Availability” means, for any fiscal quarter of the Company, an amount equal to the average daily Availability during such fiscal
quarter, as determined by the Administrative Agent’s system of records; provided, that in order to determine Availability
on any day for purposes of this definition, the Borrowing Base for such day shall be determined by reference to the most recent Borrowing
Base Certificate delivered to the Administrative Agent pursuant to Section 5.01 as of such day.


 


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


 


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


 


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


 


“Banking Services”
means each and any of the following bank services provided to any Loan Party or its Subsidiaries by JPMCB 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, (d) treasury management services (including, without limitation, controlled
disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts, cash pooling services,
and interstate depository network services), and (e) Lease Financing.


 


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


 


 






    	 	4	 



     


    

 


“Banking Services
Reserves” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion for Banking
Services then provided or outstanding.


 


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


 


“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) Adjusted REVSOFR30 Rate Loan, the REVSOFR30 Rate, 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, REVSOFR30 Rate or Term SOFR Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark
Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to 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.


 






    	 	5	 



     


    

 


“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan or Adjusted REVSOFR30 Rate
Loan, any technical, administrative or operational changes (including changes to 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 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 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).


 


“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);


 


 






    	 	6	 



     


    

 


(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”.


 


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


 


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


 


 






    	 	7	 



     


    

 


“Borrowing”
means (a) a Revolving Borrowing, (b) a Swingline Loan, (c) a Protective Advance and (d) an Overadvance.


 


“Borrowing Base”
means, at any time, the sum of (a) 90% of the Borrowers’ Eligible Credit Card Receivables based on Borrowers’ most recent
Borrowing Base Certificate and financial reporting, plus (b) 85% of the Borrowers’ Eligible Accounts based on Borrowers’
most recent Borrowing Base Certificate and financial reporting, plus (c) the lesser of (i) 65% of Borrowers’ Eligible
Inventory, based on Borrowers’ most recent Borrowing Base Certificate and financial reporting, valued at cost and (ii) the product
of 85% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered
by the Administrative Agent multiplied by the Borrowers’ Eligible Inventory, valued at cost; provided however,
Borrowers’ in transit Inventory (as further described in clause (g) of the definition of “Eligible Inventory”) shall
not exceed $5,000,000 at any time, minus (d) Reserves; provided that so long as no Default or Event of
Default exists, the Borrowers may include in the Borrowing Base during any calendar year for any four individual months during such calendar
year (x) an Account overadvance in an amount not to exceed an additional 5% of the Borrowers’ Accounts identified as “eligible”
in the most recent Borrowing Base Certificate delivered to the Administrative Agent above the Account component of the Borrowing Base
from time to time under clause (a) above (provided that such percentage shall be reduced by 1% for each percentage point that the
Dilution Ratio exceeds 2.5%), and (y) an Inventory overadvance in an amount not to exceed an additional 5% of the Net Orderly Liquidation
Value of the Borrowers’ Inventory identified as “eligible” in the most recent Borrowing Base Certificate delivered to
the Administrative Agent above the Inventory component of the Borrowing Base from time to time under clause (b) above. The Administrative
Agent may, in its Permitted Discretion, reduce the advance rates set forth above, adjust Reserves or reduce one or more of the other elements
used in computing the Borrowing Base.


 


“Borrowing Base Certificate”
means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially
the form of Exhibit B or another form which is acceptable to the Administrative Agent in its sole discretion.


 


“Borrowing Request”
means a request by the Borrower Representative for a Revolving Borrowing in accordance with Section 2.03.


 


“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 or commitment to expend money for any purchase or other acquisition of any asset which would
be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with
GAAP.


 


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


 


 






    	 	8	 



     


    

 


“Cash Dominion Period”
means the period (a) commencing on any day that (i) Excess Availability is less than the greater of (x) $4,000,000, or (y) an amount equal
to 15% of the Aggregate Revolving Commitment, or (ii) an Event of Default has occurred, and (b) continuing until no Event of Default has
existed and Availability has been greater than or equal to the greater of $4,000,000, or (y) an amount equal to 15% of the Aggregate Revolving
Commitment, in each case, at all times for 30 consecutive calendar days.


 


“CB Floating Rate”
means the greater of the Prime Rate or 2.5%. Any change in the CB Floating Rate due to a change in the Prime Rate shall be effective from
and including the effective date of such change in the Prime Rate.


 


“CBFR”,
when used in reference to: (a) a rate of interest, refers to the Adjusted REVSOFR30 Rate and (b) any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Adjusted REVSOFR30 Rate.


 


“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 the Company on a fully-diluted
basis; (b) occupation at any time of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons
who were not (i) directors of the Company on the date of this Agreement, nor (ii) appointed by directors so nominated, appointed or approved;
(c) the acquisition of direct or indirect Control of the Company 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); or (d) the Company shall cease to own, free and clear
of all Liens or other encumbrances, at least 100% of the outstanding voting Equity Interests of the other Borrowers on a fully diluted
basis.


 


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


 


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


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Swingline Loans or Protective Advances or Overadvances.


 


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


 


 






    	 	9	 



     


    

 


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


 


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


 


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


 


“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.


 


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


 


“Commitment Fee Rate”
shall mean, for any day, with respect to the commitment fees payable hereunder, the applicable rate per annum set forth below under the
caption “Commitment Fee Rate”, based upon the Average Revolver Usage during the most recently ended calendar month;
provided that the “Commitment Fee Rate” shall be the applicable rate per annum set forth below in Category 1
during the period from the Effective Date to, and including, the last day of the calendar month of the Company; ending on or about December
31, 2021:


 


	Average Revolver Usage	Commitment Fee Rate
	Category 1



> 50% of the Borrowing Base	0.250%
	Category 2



  < 50% of the Borrowing Base 	0.375%


 


For purposes of the foregoing,
each change in the Commitment Fee Rate resulting from a change in Average Revolver Usage shall be effective during the period commencing
on and including the first day of each calendar month and ending on the last day of such calendar month, it being understood and agreed
that, for purposes of determining the Commitment Fee Rate on the first day of any calendar month, the Average Revolver Usage during the
most recently ended calendar month shall be used. Notwithstanding the foregoing, the Average Revolver Usage shall be deemed to be in Category
2 at any time that an Event of Default has occurred and is continuing.


 


“Commitment Schedule”
means the Commitment 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.


 


 






    	 	10	 



     


    

 


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


 


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


 


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


 


“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.


 


“Controlled Disbursement
Account” means any accounts of the Borrowers maintained with the Administrative Agent as a cash management account with a unique
ABA routing number which effectively limits the number and frequency of daily check presentments pursuant to and under any agreement between
a Borrower and the Administrative Agent, as modified and amended from time to time, and through which all or substantially all check disbursements
of a Borrower, any other Loan Party and any designated Subsidiary of a Borrower are made and settled on a daily basis with no uninvested
balance remaining overnight.


 


“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.


 


“Covenant Testing
Trigger Period” means the period (a) commencing on any day that Excess Availability is less than the greater of (x) $4,000,000,
or (y) an amount equal to 10% of the Aggregate Revolving Commitment, and (b) continuing until Availability has been greater than or equal
to the greater of (x) $4,000,000, or (y) 10% of the Aggregate Revolving Commitment at all times for 30 consecutive calendar days.


 


“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 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 Borrowers.


 


 






    	 	11	 



     


    

 


“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.


 


“Dilution Factors”
shall mean, without duplication, with respect to any period, the aggregate amount of all deductions, credit memos, returns, adjustments,
allowances, bad debt write-offs and other non-cash credits which are recorded to reduce accounts receivable in a manner consistent with
current and historical accounting practices of the Borrowers.


 


“Dilution Ratio”
shall mean, at any date, the amount (expressed as a percentage) equal to (a) the aggregate amount of the applicable Dilution Factors for
the twelve (12) most recently ended fiscal months divided by (b) total gross sales for the twelve (12) most recently ended
fiscal months.


 


“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.


 


 


 






    	 	12	 



     


    

 


“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.


 


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


 


“EBITDA”
means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining
Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period net of tax refunds,
(iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary non-cash charges for such
period and (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), and (vi) legal, accounting,
broker, consulting and other out of pocket fees, costs and expenses paid by the Borrower, on or about the Effective Date, directly resulting
from the closing of the transactions contemplated by this Agreement and the other Loan Documents or a Public Offering, in an aggregate
amount not to exceed $1,500,000, minus (b) without duplication and to the extent included in Net Income, (i) any cash payments
made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period and (ii) any extraordinary gains
and any non-cash items of income for such period, all calculated for the Company and its Subsidiaries on a consolidated basis in accordance
with GAAP.


 


“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.


 


 






    	 	13	 



     


    

 


“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 such Borrower and any other Internet or extranet-based site,
whether such electronic system is owned, operated or hosted by the Administrative Agent or any 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.


 


“Eligible Accounts”
means, at any time, the Accounts of a Borrower which the Administrative Agent determines in its Permitted Discretion are eligible as the
basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit. Without limiting the Administrative
Agent’s discretion provided herein, Eligible Accounts shall not include any Account of a Borrower:


 


(a)               
which is not subject to a first priority perfected security interest in favor of the Administrative Agent;


 


(b)               
which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which
does not have priority over the Lien in favor of the Administrative Agent;


 


(c)               
(i) which is unpaid more than 90 days after the date of the original invoice therefor or more than 60 days after the original due
date therefor, or (ii) which has been written off the books of such Borrower or otherwise designated as uncollectible;


 


(d)               
which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are
ineligible hereunder;


 


(e)               
which is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates
to (i) such Borrower exceeds 25% (or in the case of Amazon (A) 90% for the 12-month period commencing on the date that is 18-months after
the Effective Date and (B) 80% thereafter commencing on the date that is 30-months after the Effective Date,) of the aggregate amount
of Eligible Accounts of such Borrower or (ii) all Borrowers exceeds 25% (or in the case of Amazon (A) 90% for the 12-month period commencing
on the date that is 18-months after the Effective Date and (B) 80% thereafter commencing on the date that is 30-months after the Effective
Date,) of the aggregate amount of Eligible Accounts of all Borrowers (for the avoidance of doubt, there is no concentration limit for
the 18-month period immediately following the Effective Date in the case of Amazon);


 


(f)                
with respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been
breached or is not true;


 


(g)               
which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced
by an invoice or other documentation satisfactory to the Administrative Agent in its Permitted Discretion which has been sent to the Account
Debtor, (iii) represents a progress billing, (iv) is contingent upon such Borrower’s completion of any further performance, (v)
represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase
or return basis or (vi) relates to payments of interest, finance charges or late charges;


 


 






    	 	14	 



     


    

 


(h)               
for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise
to such Account have not been performed by such Borrower or if such Account was invoiced more than once;


 


(i)                
with respect to which any check or other instrument of payment has been returned uncollected for any reason;


 


(j)                
which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian,
trustee, or liquidator of its assets, (ii) had possession of all or a material part of its property taken by any receiver, custodian,
trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment
of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal bankruptcy laws (other than
post-petition accounts payable of an Account Debtor that is a debtor-in-possession under the Bankruptcy Code and reasonably acceptable
to the Administrative Agent), (iv) admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v)
become insolvent, or (vi) ceased operation of its business;


 


(k)               
which is owed by any Account Debtor which has sold all or substantially all of its assets;


 


(l)                
which is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is not
organized under applicable law of the U.S., any state of the U.S., or the District of Columbia, Canada, or any province of Canada unless,
in any such case, such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, and
is directly drawable by, the Administrative Agent;


 


(m)             
which is owed in any currency other than U.S. dollars;


 


(n)               
which is owed by (i) any government (or any department, agency, public corporation, or instrumentality thereof) of any country
other than the U.S. unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession
of, and is directly drawable by, the Administrative Agent, or (ii) any government of the U.S., or any department, agency, public corporation,
or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C.
§ 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have been complied with
to the Administrative Agent’s satisfaction;


 


(o)               
which is owed by any Affiliate of any Loan Party or any employee, officer, director, agent or stockholder of any Loan Party or
any of its Affiliates;


 


(p)               
which, for any Account Debtor, exceeds a credit limit determined by the Administrative Agent in its Permitted Discretion, to the
extent of such excess;


 


(q)               
which is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the
extent of such indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for
the benefit of an Account Debtor, in each case to the extent thereof;


 


 






    	 	15	 



     


    

 


(r)                
which is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction,
defense, setoff or dispute;


 


(s)                
which is evidenced by any promissory note, chattel paper or instrument;


 


(t)                
which is owed by an Account Debtor (i) located in any jurisdiction which requires filing of a “Notice of Business Activities
Report” or other similar report in order to permit such Borrower to seek judicial enforcement in such jurisdiction of payment
of such Account, unless such Borrower has filed such report or qualified to do business in such jurisdiction or (ii) which is a Sanctioned
Person;


 


(u)               
with respect to which such Borrower has made any agreement with the Account Debtor for any reduction thereof, other than discounts
and adjustments given in the ordinary course of business but only to the extent of any such reduction, or any Account which was partially
paid and such Borrower created a new receivable for the unpaid portion of such Account;


 


(v)               
which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state
or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of
the Federal Reserve Board;


 


(w)             
which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding
(written or oral) that indicates or purports that any Person other than such Borrower has or has had an ownership interest in such goods,
or which indicates any party other than such Borrower as payee or remittance party;


 


(x)               
which was created on cash on delivery terms;


 


(y)               
unless otherwise waived by the Administrative Agent in its Permitted Discretion, Accounts owned or generated by a target or business
acquired in connection with a Permitted Acquisition until the completion of an appraisal and field examination with respect to such target
or business, in each case, reasonably satisfactory to the Administrative Agent; or


 


(z)               
which the Administrative Agent, in its Permitted Discretion, determines may not be paid by reason of the Account Debtor’s
inability to pay or which the Administrative Agent otherwise determines, in its Permitted Discretion, is unacceptable for any reason whatsoever.


 


In the event that an Account
of a Borrower which was previously an Eligible Account ceases to be an Eligible Account hereunder, such Borrower or the Borrower Representative
shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base
Certificate. In determining the amount of an Eligible Account of a Borrower, the face amount of an Account may, in the Administrative
Agent’s Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount
of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges
or other allowances (including any amount that such Borrower may be obligated to rebate to an Account Debtor pursuant to the terms of
any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not
yet applied by such Borrower to reduce the amount of such Account.


 


“Eligible Credit
Card Receivables” means, at any time, the Accounts due to a Borrower from a major credit card processors (including VISA, Mastercard,
American Express, DiscoverCard and any other credit card processor approved by the Administrative Agent) that arise in the ordinary course
of business and have been earned by performance, which the Administrative Agent determines in its Permitted Discretion are eligible for
inclusion in the Borrowing Base. Without limiting the Administrative Agent’s discretion provided herein, none of the following shall
be deemed to be Eligible Credit Card Receivables:


 


 






    	 	16	 



     


    

 


(a) Accounts due from
major credit card processors that have been outstanding for more than five (5) Business Days from the date of sale or for such longer
period as may be approved by the Administrative Agent;


 


(b) Accounts due from
major credit card processors with respect to which a Borrower does not have good, valid and marketable title thereto;


 


(c)Accounts due from major
credit card processors that are not subject to a first priority perfected Lien in favor of the Administrative Agent;


 


(d)Accounts due from major
credit card processors which are disputed, or with respect to which a claim, counterclaim, offset or chargeback has been asserted, by
the related credit card processor (but only to the extent of such dispute, counterclaim, offset or chargeback) (it being the intent that
chargebacks in the ordinary course by the credit card processors shall not be deemed violative of this clause);


 


(e)Accounts due from major
credit card processor that (i) is the subject of any proceeding under the Bankruptcy Code, or (ii) the Administrative Agent determines
in its Permitted Discretion to be unlikely to be collected; or


 


(f)with respect to which
any covenant contained in this Agreement or in the applicable Security Agreement has been breached or any representation or warranty contained
in this Agreement or in the applicable Security Agreement is not true in any material respect (or with respect to any representation or
warranty that is already qualified by materiality, such representation or warranty is not true).


 


“Eligible Inventory”
means, at any time, the Inventory of a Borrower which the Administrative Agent determines in its Permitted Discretion is eligible as the
basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit. Without limiting the Administrative
Agent’s discretion provided herein, Eligible Inventory of a Borrower shall not include any Inventory:


 


(a) which is not subject
to a first priority perfected Lien in favor of the Administrative Agent;


 


(b)which is subject to
any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not have priority over
the Lien in favor of the Administrative Agent;


 


(c)which is, in the Administrative
Agent’s reasonable opinion, slow moving, obsolete, unmerchantable, defective, used, unfit for sale, not salable at prices approximating
at least the cost of such Inventory in the ordinary course of business or unacceptable due to age, type, category and/or quantity;


 


(d)with respect to which
any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached or is not true in
any material respect (or with respect to any representation or warranty that is already qualified by materiality, such representation
or warranty is not true).and which does not conform to all standards imposed by any Governmental Authority;


 


(e)in which any Person
other than such Borrower shall (i) have any direct or indirect ownership, interest or title or (ii) be indicated on any purchase order
or invoice with respect to such Inventory as having or purporting to have an interest therein;


 


 






    	 	17	 



     


    

 


(f)which is not finished
goods or which constitutes work-in-process, raw materials, spare or replacement parts, subassemblies, packaging and shipping material,
manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold or ship-in-place goods, goods that are returned
or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held
for sale in the ordinary course of business;


 


(g)which is not located
in the U.S. or is in transit with a common carrier from vendors or suppliers or has not been released or cleared for sale by US Customs
and Border Protection, Food and Drug Administration or other regulatory agencies, provided that, Inventory, in transit from vendors
and suppliers may be included as Eligible Inventory despite the foregoing provision of this clause (g) so long as:


 


	 	(i)	the Administrative Agent shall have received (1) a true and correct copy of the bill of lading and other shipping documents for such
Inventory and (2) evidence of satisfactory casualty insurance naming the Administrative Agent as lender loss payable and otherwise covering
such risks as the Administrative Agent may reasonably request,




 


		(ii)	if the bill of lading is non-negotiable, the Inventory must be in transit within the U.S., and the Administrative
Agent shall have received, if requested, a duly executed Collateral Access Agreement, in form and substance satisfactory to the Administrative
Agent in its Permitted Discretion, from the applicable customs broker, freight forwarder or carrier for such Inventory,



 


		(iii)	if the bill of lading is negotiable, the Inventory must be in transit from outside the U.S., and the Administrative
Agent shall have received (1) confirmation that the bill is issued in the name of such Borrower and consigned to the order of the Administrative
Agent, and an acceptable agreement has been executed with such Borrower’s customs broker, in which the customs broker agrees that
it holds the negotiable bill as agent for the Administrative Agent and has granted the Administrative Agent access to the Inventory, (2)
confirmation that such Borrower has paid for the goods, and (3) an estimate from such Borrower of the customs duties and customs fees
associated with the Inventory in order to establish an appropriate Reserve,



 


		(iv)	the common carrier is not an Affiliate of the applicable vendor or supplier, and



 


		(v)	the customs broker is not an Affiliate of any Borrower;



 


		(vi)	which is located in any location leased by such Borrower unless (A)(i) the lessor has delivered to the
Administrative Agent a Collateral Access Agreement or (ii) a Reserve for rent, charges and other amounts due or to become due with respect
to such facility has been established by the Administrative Agent in its Permitted Discretion and (B) at least $100,000 of Inventory of
the Borrowers is located at such location;



 


(h)which is located in
any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced by a Document
(other than bills of lading to the extent permitted pursuant to clause (g) above), unless (A)(i) such warehouseman or bailee has delivered
to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require or (ii)
an appropriate Reserve has been established by the Administrative Agent in its Permitted Discretion and (B) at least $100,000 of Inventory
of the Borrowers is located at such third party warehouse or in possession of such bailee;


 






    	 	18	 



     


    

 


(i)which is being processed
offsite at a third party location or outside processor, or is in-transit to or from such third party location or outside processor;


 


(j)which is a discontinued
product or component thereof;


 


(k)which is the subject
of a consignment by such Borrower as consignor;


 


(l)which is perishable;


 


(m)which contains or bears
any intellectual property rights licensed to such Borrower unless the Administrative Agent is satisfied that it may sell or otherwise
dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii)
incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the
current licensing agreement;


 


(n)which is not reflected
in a current perpetual inventory report of such Borrower (unless such Inventory is reflected in a report to the Administrative Agent as
“in transit” Inventory);


 


(o)for which reclamation
rights have been asserted by the seller;


 


(p)which has been acquired
from a Sanctioned Person;


 


(q)unless otherwise waived
by the Administrative Agent in its Permitted Discretion, Inventory owned or generated by a target or business acquired in connection with
a Permitted Acquisition until the completion of an appraisal and field examination with respect to such target or business, in each case,
reasonably satisfactory to the Administrative Agent; or


 


(r)which the Administrative
Agent otherwise determines is unacceptable in its Permitted Discretion.


 


In the event that Inventory
of a Borrower which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, such Borrower or the Borrower Representative
shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base
Certificate.


 


“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 (a) the environment, (b) preservation or reclamation
of natural resources, (c) the management, Release or threatened Release of any Hazardous Material or (d) 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 Loan Party or 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.


 


 






    	 	19	 



     


    

 


“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 any Loan Party, 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 Loan Party 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 Loan Party 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 Loan Party or any
ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal of any Loan Party or any ERISA Affiliate from any
Plan or Multiemployer Plan; or (g) the receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer
Plan from any Loan Party or any ERISA Affiliate of any notice, concerning the imposition upon any Loan Party 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.


 


“Excess Availability”
shall mean Availability minus the aggregate amount of all outstanding trade payables of Borrowers which have been unpaid
for more than 60 days after the due date therefor (other than trade payables being contested or disputed by any Borrower in good faith),
as determined by the Administrative Agent in its Permitted Discretion.


 


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


 


 






    	 	20	 



     


    

 


“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 Revolving 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 Revolving 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 Revolving 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.


 


“Extenuating Circumstance”
means any period during which the Administrative Agent has determined in its Permitted Discretion (a) that due to unforeseen and/or nonrecurring
circumstances, it is impractical and/or not feasible to submit or receive a Borrowing Request or Interest Election Request by email or
fax or through Electronic System, and (b) to accept a Borrowing Request or Interest Election Request telephonically.


 


“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 zero, such rate shall be deemed to be zero 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.


 


“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) the result of (i) EBITDA minus (ii) Unfinanced Capital Expenditures
to (b) Fixed Charges, all calculated for such period in accordance with GAAP.


 


“Fixed Charges”
means, for any period, without duplication, the sum of cash Interest Expense, plus prepayments and scheduled principal payments
on Indebtedness actually made, plus expenses for taxes paid in cash, plus Restricted Payments paid in cash,
plus Capital Lease Obligation payments, plus cash contributions to any Plan, in each case, for such period,
and all calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.


 


 






    	 	21	 



     


    

 


“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, Adjusted REVSOFR30 Rate or the Adjusted
Daily Simple SOFR, as applicable. For the avoidance of doubt, the initial Floor for each of the Adjusted Term SOFR Rate, Adjusted REVSOFR30
Rate or the Adjusted Daily Simple SOFR shall be 0.10%.


 


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


 


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


 


“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.


 


“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.


 


 






    	 	22	 



     


    

 


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


 


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


 


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


 


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


 


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


 


“Interest Election
Request” means a request by the Borrower Representative to convert or continue a Revolving Borrowing in accordance with Section
2.08.


 


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


 


“Interest Payment
Date” means (a) with respect to any CBFR Loan (other than a Swingline Loan), the first day of each calendar month and the 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 Maturity Date, and (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 Maturity Date.


 


 






    	 	23	 



     


    

 


“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 Revolving Commitment), as the Borrower Representative may elect; provided, that (a) 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, (b) 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 (c) 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 JPMCB, 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.


 


“Issuing Bank Sublimits”
means, as of the Effective Date, (a) the greater of (x) $2,500,000, or (y) an amount equal to 10% of the Revolving Commitment, in the
case of JPMCB, and (b) such amount as shall be designated to the Administrative Agent and the Borrower Representative in writing by an
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) Business Days’ prior written notice thereof to the Administrative Agent and the Borrower Representative.


 


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


 


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


 


“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.


 


 


 






    	 	24	 



     


    

 


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


 


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


 


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


 


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


 


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


 


“Lenders”
means the Persons listed on the Commitment Schedule 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.


 


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


 


 






    	 	25	 



     


    

 


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


 


“Loan Guaranty”
means Article X of this Agreement.


 


“Loan Parties”
means, collectively, the Borrowers, the Borrowers’ Domestic Subsidiaries 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, Overadvances and Protective Advances.


 


“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, liabilities (actual or contingent), operations, prospects
or condition, financial or otherwise, of the Company 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 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 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 $1,000,000. 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.


 


“Maturity Date”
means November 12, 2024 or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to
the terms hereof.


 


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


 


 






    	 	26	 



     


    

 


“Net Orderly Liquidation
Value” means, with respect to Inventory (or any category thereof) of any Person, the orderly liquidation value thereof as determined
in a manner acceptable to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation
thereof.


 


“Net Proceeds”
means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of
any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received,
(ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar
payments, minus (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates)
in connection with such event, (ii) in the case of a 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 zero, such rate
shall be deemed to be zero for purposes of this Agreement.


 


“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.


 


“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.


 


 






    	 	27	 



     


    

 


“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).


 


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


 


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


 


“Overadvance”
has the meaning assigned to such term in Section 2.05(b).


 


“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, (a) the indefeasible payment in full in cash of all outstanding Loans and LC Disbursements,
together with accrued and unpaid interest thereon, (b) 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 backup standby letter of credit reasonably 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), (c) the indefeasible payment in full
in cash of the accrued and unpaid fees, (d) the indefeasible payment in full in cash of all reimbursable expenses and other Secured Obligations
(other than Unliquidated Obligations for which no claim has been made and other obligations expressly stated to survive such payment and
termination of this Agreement), together with accrued and unpaid interest thereon, (e) the termination of all Revolving Commitments, and
(f) 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 such term in Section 8.06(d).


 


 






    	 	28	 



     


    

 


“Payment Condition”
shall be deemed to be satisfied (unless otherwise agreed to by Administrative Agent in writing) in connection with a Restricted Payment
or Permitted Acquisition if:


 


(a)no Event of Default
has occurred and is continuing or would result immediately after giving effect to such Restricted Payment or Permitted Acquisition;


 


(b)with respect to any
Restricted Payment, immediately after giving effect to and at all times during the 30-day period immediately prior to such Restricted
Payment, the Borrowers shall have (i) Excess Availability calculated on a pro forma basis after giving effect to such Restricted Payment
of not less than the greater of (A) $5,000,000 or (B) an amount equal to 20% of the Revolving Commitment, and (ii) a Fixed Charge Coverage
Ratio for the trailing twelve months calculated on a pro forma basis after giving effect to such Restricted Payment of not less than 1.25
to 1.00;


 


(c)with respect to any
Permitted Acquisition, immediately after giving effect to and at all times during the 30-day period immediately prior to such Permitted
Acquisition, the Borrowers shall have (i) Excess Availability calculated on a pro forma basis after giving effect to such Permitted Acquisition
of not less than the greater of (A) $4,000,000 or (B) an amount equal to 15% of the Revolving Commitment, and (ii) a Fixed Charge Coverage
Ratio for the trailing twelve months calculated on a pro forma basis after giving effect to such Permitted Acquisition of not less than
1.15 to 1.00; and


 


(d)the Borrower Representative
shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent
certifying as to the items described in (a), (b) and (c) above and attaching calculations for items (b) and (c), as applicable.


 


“Payment Notice”
has the meaning assigned to such term in Section 8.06(d).


 


“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 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 (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 thirty (30) days prior to such Acquisition, the Borrower Representative has provided the Administrative Agent (i) notice
of such Acquisition and (ii) a copy of all business and financial information reasonably requested by the Administrative Agent including
pro forma financial statements, statements of cash flow, and Availability projections;


 


(e)if the Accounts and
Inventory acquired in connection with such Acquisition are proposed to be included in the determination of the Borrowing Base, the Administrative
Agent shall have conducted an audit and field examination of such Accounts and Inventory, the results of which shall be satisfactory to
the Administrative Agent;


 


 






    	 	29	 



     


    

 


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


 


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


 


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


 


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


 


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


 


(k)in connection with
an Acquisition of the Equity Interests of any Person, all Liens on property of such Person shall be terminated (except for Liens permitted
under Section 6.02) unless the Administrative Agent and the 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 (except for Liens permitted under Section 6.02);


 


(l)the Payment Conditions
shall have been satisfied;


 


(m)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; and


 


(n)the Borrower Representative
shall have delivered to the Administrative Agent (i) the substantially final form executed documentation relating to such Acquisition
within five (5) Business Days prior to the consummation thereof, and (ii) the final executed material documentation relating to such Acquisition
within three (3) Business Days following the consummation thereof.


 


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


 


“Permitted Encumbrances”
means:


 


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


 


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


 


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


 


 






    	 	30	 



     


    

 


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


 


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


 


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


 


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


 


“Permitted Investments”
means:


 


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


 


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


 


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


 


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


 


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


 


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


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) 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 Loan Party 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.


 


 






    	 	31	 



     


    

 


“Prepayment Event”
means:


 


(a)any Disposition (including
pursuant to a Sale and Leaseback Transaction) of any property or asset of any Loan Party or any Subsidiary, other than Dispositions described
in Section 6.05(a); or


 


(b)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; or


 


(c)the issuance by the
Company of any Equity Interests, or the receipt by the Company of any capital contribution; or


 


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


 


“Prime Rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street
Journal ceases to quote such rate, the highest per annum interest rate published by the 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).


 


“Protective Advance”
has the meaning assigned to such term in Section 2.04.


 


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


 


“Public Offering”
means a Borrower’s public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended,
covering the offer and sale of Equity Interests.


 


“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.


 


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


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate or REVSOFR30 Rate, 5:00 a.m.
(Chicago time) on the day that is two (2) Business Days preceding the date of such setting, or (2) if such Benchmark is not the Term SOFR
Rate or REVSOFR30 Rate, the time determined by the Administrative Agent in its reasonable discretion.


 


 






    	 	32	 



     


    

 


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


 


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


 


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


 


“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, (ii) with respect to any Adjusted REVSOFR30 Rate
Borrowing, the Adjusted REVSOFR30 Rate, or (iii) with respect to any RFR Borrowing, the Adjusted Daily Simple SOFR, as applicable.


 


“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.


 


“Reporting Trigger
Period” means the period (a) commencing on any day that (i) Excess Availability is less than the greater of (x) $4,000,000,
or (y) an amount equal 15% of the Aggregate Revolving Commitment, or (ii) an Event of Default has occurred, and (b) continuing until no
Event of Default has existed and Availability has been greater than or equal to the greater of (x) $4,000,000, or (y) an amount equal
15% of the Aggregate Revolving Commitment, in each case, at all times for 30 consecutive calendar days.


 


“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 Revolving Commitments terminating or expiring, Lenders having Revolving Exposures and Unfunded Commitments representing more than
50% of the sum of the Aggregate Revolving Exposure and Unfunded Commitments at such time; provided that, as long as there are only
two Lenders, Required Lenders shall mean both Lenders.


 


 






    	 	33	 



     


    

 


“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.


 


“Reserves”
means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including, without
limitation, an availability reserve, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, volatility
reserves, reserves for rent at locations leased by any Loan Party and for consignee’s, warehousemen’s and bailee’s charges,
reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any
Inventory in transit, reserves for Swap Agreement Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured
losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities
with respect to any litigation and reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral
or any Loan Party.


 


“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 designated by Borrower.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in any Loan
Party 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.


 


“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.


 


“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 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.


 


“Revolving Exposure”
means, with respect to any Lender at any time, the sum of (a) the outstanding principal amount of such Lender’s Revolving Loans,
its LC Exposure and its Swingline Exposure at such time, plus (b) an amount equal to its Applicable Percentage of the aggregate
principal amount of Protective Advances outstanding at such time, plus (c) an amount equal to its Applicable Percentage
of the aggregate principal amount of Overadvances outstanding at such time.


 


 






    	 	34	 



     


    

 


“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(a).


 


“REVSOFR30 Rate”
means the Term SOFR Reference Rate for a (1) month period, as such rate is published by the CME Term SOFR Administrator, at approximately
5:00 a.m., Chicago time, two (2) U.S. Government Securities Business Days prior to the first (1st) Business Day of each month,
adjusted monthly on the first (1st) Business Day of each month. Any change in the REVSOFR30 Rate shall be effective from and
include the effective date of such change.


 


“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, the United Nations Security Council, or the European Union,
any European Union member state, Her 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.


 


“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, Her Majesty’s Treasury of
the United Kingdom or other relevant sanctions authority.


 


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


 


“Second Amendment
Effective Date” means October 7, 2022.


 


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


 


“Secured Parties”
means (a) the Administrative Agent, (b) the Lenders, (c) 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 assigns of each of the foregoing.


 


 






    	 	35	 



     


    

 


“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 


“Subordination Agreement”
means any subordination agreement, document or other arrangement in respect of any Subordinated Indebtedness, to the written satisfaction
of the Administrative Agent and to the extent in effect.


 


“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 the Company or a Loan Party, as applicable.


 


 






    	 	36	 



     


    

 


“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 the 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 and all Swap Agreements permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any and all cancellations, buy
backs, reversals, terminations or assignments of any Swap Agreement transaction permitted hereunder with a Lender or an Affiliate of a
Lender.


 


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


 


“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving
Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.


 


“Swingline Lender”
means JPMCB (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 JPMCB in its capacity as Administrative Agent or Issuing Bank shall be deemed given by JPMCB in its capacity as Swingline Lender.


 


“Swingline Loan”
has the meaning assigned to such term in Section 2.05(a).


 


“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.


 


 






    	 	37	 



     


    

 


“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.


 


“Transactions”
means the execution, delivery and performance by the Loan Parties 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 CBFR.


 


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


 


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


 


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


 


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


 


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


 


“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: (a) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it;
(b) any other obligation (including any guarantee) that is contingent in nature at such time; or (c) an obligation to provide collateral
to secure any of the foregoing types of obligations.


 


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


 


 






    	 	38	 



     


    

 


“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.


 


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 “Adjusted REVSOFR30 Rate Loan”)
or by Class and Type (e.g., a “Term Benchmark Revolving Loan” or an “Adjusted REVSOFR30 Rate 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 Adjusted REVSOFR30 Rate Borrowing”) or by Class and Type (e.g., a “Term
Benchmark Revolving Borrowing” or “an Adjusted REVSOFR30 Rate 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.



 


 






    	 	39	 



     


    

 


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 any Loan Party 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 2105-03 (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.


 


(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), 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 the Borrowers, 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.


 


 






    	 	40	 



     


    

 


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


 


SECTION 1.07. 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 Borrowers 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.


 


SECTION 1.08. 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.


 


 






    	 	41	 



     


    

 


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 to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i)
such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the Aggregate Revolving Exposure exceeding
the lesser of (x) the Aggregate Revolving Commitment and (y) the Borrowing Base, subject to the Administrative Agent’s authority,
in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Sections 2.04 and 2.05. 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 Revolving 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 Revolving Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure
to make Loans as required. Any Protective Advance, any Overadvances and any Swingline Loan shall be made in accordance with the procedures
set forth in Sections 2.04 and 2.05.


 


(b)               
Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of CBFR Loans or Term Benchmark Loans as the Borrower
Representative may request in accordance herewith, provided that all Borrowings made on the Effective Date must be made as CBFR
Borrowings but may be converted into Term Benchmark Borrowings in accordance with Section 2.08. Each Swingline Loan shall be an CBFR 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 Borrowing, such Borrowing shall be in an aggregate amount that
is an integral multiple of $250,000 and not less than $1,000,000; provided that a CBFR Revolving Borrower may be in an aggregate amount
that is equal to the entire unused balance of the Aggregate Revolving Commitment or that is required to finance the reimbursement of an
LC Disbursement as contemplated by Section 2.06(e). CBFR Borrowings may be in any amount. 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 5 Term Benchmark Borrowings
outstanding.


 


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


 


 






    	 	42	 



     


    

 


SECTION 2.03. Requests
for Revolving Borrowings. To request a Revolving 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 (or if an Extenuating
Circumstance shall exist, by telephone) not later than (a) in the case of a Term Benchmark Borrowing, 9:00 a.m., Pacific time, three
(3) Business Days before the date of the proposed Borrowing or (b) in the case of an CBFR Borrowing, 9:00 a.m., Pacific time, on the
date of the proposed Borrowing; provided that any such notice of an CBFR Borrowing to finance the reimbursement of an LC Disbursement
as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., Pacific time, on the date of such proposed Borrowing. Each
such Borrowing Request shall be irrevocable and each such telephonic Borrowing Request, if permitted, shall be confirmed immediately
upon the cessation of the Extenuating Circumstance by hand delivery, facsimile or a communication through Electronic System to the Administrative
Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower
Representative. Each such written (or if permitted, telephonic) Borrowing Request shall specify the following information in compliance
with Section 2.02:


 


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


 


(ii)              
the aggregate amount of the requested Revolving Borrowing and a breakdown of the separate wires comprising such Borrowing;


 


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


 


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


 


SECTION 2.04. Protective
Advances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders,
from time to time in the Administrative Agent’s Permitted Discretion (but shall have absolutely no obligation to), to make Loans
to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable
(i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment
of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to
the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section
9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”);
provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $10,000,000; provided
further that, the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate
Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied.
The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute
Obligations hereunder. All Protective Advances shall be CBFR Borrowings. The making of a Protective Advance on any one occasion shall
not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization
to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become
effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and
the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Revolving Lenders to
make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their
risk participations described in Section 2.04(b).


 


 






    	 	43	 



     


    

 


(b)               
Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each
Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative
Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable
Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased
hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments
of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.


 


SECTION 2.05. Swingline
Loans and Overadvances.


 


(a)               
The Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of
this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an CBFR Borrowing, the Swingline Lender
may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Revolving Lenders and
in the amount requested, same day funds to the Borrowers, on the date of the applicable Borrowing to the Funding Account (each such Loan
made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”),
with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(d). Each Swingline
Loan shall be subject to all the terms and conditions applicable to other CBFR Loans funded by the Revolving Lenders, except that all
payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrowers hereby authorize the
Swingline Lender to, and the Swingline Lender may, subject to the terms and conditions set forth herein (but without any further written
notice required), not later than 1:00 p.m., Pacific time, on each Business Day, make available to the Borrowers by means of a credit to
the Funding Account or the Controlled Disbursement Account, the proceeds of a Swingline Loan to the extent necessary to pay items to be
drawn on any Controlled Disbursement Account that Business Day subject to the Administrative Agent’s standard procedures for calculating
clearing totals each morning; provided that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline
Lender to make available to the Borrowers a Swingline Loan in the amount necessary to pay all items to be so drawn on any such Controlled
Disbursement Account on such Business Day, then the Borrowers shall be deemed to have requested a CBFR Borrowing pursuant to Section 2.03
in the amount of such deficiency to be made on such Business Day. The aggregate amount of Swingline Loans outstanding at any time shall
not exceed $10,000,000. The Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Availability (before
or after giving effect to such Swingline Loan). All Swingline Loans shall be CBFR Borrowings.


 


(b)               
Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative
Agent may in its sole discretion (but with absolutely no obligation), on behalf of the Revolving Lenders, (x) make Revolving Loans to
the Borrowers in amounts that exceed Availability (any such excess Revolving Loans are herein referred to collectively as “Overadvances”)
or (y) deem the amount of Revolving Loans outstanding to the Borrowers that are in excess of Availability to be Overadvances; provided
that, no Overadvance shall result in a Default due to Borrowers’ failure to comply with Section 2.01 for so long as such Overadvance
remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition,
Overadvances may be made even if the condition precedent set forth in Section 4.02(c) has not been satisfied. All Overadvances shall constitute
CBFR Borrowings. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance
on any other occasion. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed
$10,000,000 at any time, no Overadvance may remain outstanding for more than thirty (30) days and no Overadvance shall cause any Revolving
Lender’s Revolving Exposure to exceed its Revolving Commitment; provided that, the Required Lenders may at any time revoke
the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall become effective
prospectively upon the Administrative Agent’s receipt thereof.


 


 






    	 	44	 



     


    

 


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


 


(d)               
The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with
the Revolving Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Revolving Lenders
of such requested Settlement by facsimile, telephone, or e-mail no later than 10:00 a.m. Pacific time on the date of such requested Settlement
(the “Settlement Date”). Each Revolving Lender (other than the Swingline Lender, in the case of the Swingline Loans)
shall transfer the amount of such Revolving Lender’s Applicable Percentage of the outstanding principal amount of the applicable
Loan with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative
Agent may designate, not later than noon, Pacific time, on such Settlement Date. Settlements may occur during the existence of a Default
and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to
the Administrative Agent shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together with Swingline
Lender’s Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Revolving Lenders, respectively.
If any such amount is not transferred to the Administrative Agent by any Revolving Lender on such Settlement Date, the Swingline Lender
shall be entitled to recover from such Lender on demand such amount, together with interest thereon, as specified in Section 2.07.


 


SECTION 2.06. Letters
of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower Representative may request any Issuing
Bank to issue Letters of Credit for its own account or for the account of another Borrower denominated in dollars as the applicant thereof
for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to such Issuing Bank, at any time and
from time to time during the Availability Period, and such Issuing Bank may, but shall have no obligation, to issue such requested Letters
of Credit pursuant to this Agreement.


 


 






    	 	45	 



     


    

 


(b)               
Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or
extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (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, but in any event no less than three (3) Business Days prior to the requested date of issuance, amendment
or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and
specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to
expire (which shall comply with paragraph (c) of this Section), 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 the Issuing Bank Sublimit, (ii) no Revolving Lender’s
Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving Exposure shall not exceed the lesser of (x)
the Aggregate Revolving Commitment and (y) the Borrowing Base. 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).


 


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 Maturity Date.


 


 






    	 	46	 



     


    

 


(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 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 Revolving Commitments.


 


(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 9:00 a.m., Pacific time,
on (i) the Business Day that the Borrower Representative receives notice of such LC Disbursement, if such notice is received prior to
9:00 a.m., Pacific 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 9:00a.m. Pacific 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 CBFR Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make
such payment shall be discharged and replaced by the resulting CBFR 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 CBFR 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.


 


 


 






    	 	47	 



     


    

 


(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 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.


 


(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 applicable
Borrower 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 CBFR Revolving Loans and such interest shall be due and payable on the date when such reimbursement
is payable; provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section,
then Section 2.13(d) 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.


 


 






    	 	48	 



     


    

 


(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, (A) 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 (B) 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 (30) 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 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 or accounts 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 of any Event of Default with respect to any Borrower described in clause (h) or
(i) of Article VII. Such Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by
Sections 2.10(b), 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 money or other assets on deposit therein
or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option
and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest
or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied
by the Administrative Agent to reimburse 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 of
a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after
all such Defaults have been cured or waived as confirmed in writing by the Administrative Agent.


 


 






    	 	49	 



     


    

 


(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
any 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 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 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 a 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 the Borrowers, and that each Borrower’s business
derives substantial benefits from the businesses of such Subsidiaries.


 


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., Pacific 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 CBFR Revolving Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(e) shall be remitted
by the Administrative Agent to the Issuing Bank and (ii) a Protective Advance or an Overadvance shall be retained by the Administrative
Agent.


 


(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 and (ii) in the case of the Borrowers, the interest rate applicable to CBFR 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 a Borrower 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.


 


 






    	 	50	 



     


    

 


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, Overadvances or Protective Advances, which may not be converted or continued.


 


(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 (or if an Extenuating
Circumstance shall exist, by telephone) 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 and each such telephonic Interest Election Request, if permitted, shall be confirmed immediately
upon the cessation of the Extenuating Circumstance by hand delivery, Electronic System or facsimile to the Administrative Agent of a written
Interest Election Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower Representative.


 


(c)               
Each written (or if permitted, telephonic) 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 CBFR 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”.


 


 






    	 	51	 



     


    

 


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 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 CBFR Borrowing. Notwithstanding any contrary provision hereof, if a Default has occurred
and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then,
so long as a Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing and (ii)
unless repaid, each Term Benchmark Borrowing shall be converted to an CBFR Borrowing at the end of the Interest Period applicable thereto.


 


SECTION 2.09. Termination
of Revolving Commitments; Increase in Revolving Commitments. (a)  Unless previously terminated, the Revolving Commitments
shall terminate on the Maturity Date.


 


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


 


(c)               
The Borrower Representative shall notify the Administrative Agent of any election to terminate the Revolving Commitments under
paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination, 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, 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 of the Revolving Commitments shall
be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective
Revolving Commitments.


 


(d)               
At any time and from time to time, 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 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 5 such requests after the Effective Date, (iii) after giving effect thereto, the sum of the total of the additional Revolving Commitments
does not exceed $25,000,000, (iv) the Administrative Agent and the Issuing Bank have approved the identity of any such new Lender, such
approvals not to be unreasonably withheld, delayed, or conditioned, (v) any such new Lender assumes all of the rights and obligations
of a “Lender” hereunder, and (vi) the procedure described in Section 2.09(e) 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 Revolving
Commitment hereunder at any time.


 


 


 






    	 	52	 



     


    

 


(e)               
Any amendment hereto for such an increase or addition shall be in form and substance reasonably satisfactory to the Administrative
Agent and shall only require the written signatures of the Administrative Agent, the Borrowers and each Lender being added or increasing
its Revolving Commitment. 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, before and
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, except to the extent that such representations and warranties specifically refer to an earlier date, in which case
they are true and correct as of such earlier date, (2) no Default exists, and (3) the Borrowers are in compliance (on a pro forma basis)
with the covenants contained in Section 6.12, as if a Covenant Testing Trigger Period is in effect, and (ii) legal opinions and documents
consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent.


 


(f)                
On the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of any newly added 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 old Commitment
Schedule and become part of this Agreement.


 


SECTION 2.10. Repayment
and Amortization of Loans; Evidence of Debt. 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 Maturity Date, and (ii) to the
Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative
Agent and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date
and demand by the Administrative Agent.


 


(a)               
During each Cash Dominion Period, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection
Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not
immediately available) first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay
the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the
extent any funds credited to the Collection Account constitute Net Proceeds, the application of such Net Proceeds shall be subject to
Section 2.11(c).


 


(b)               
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.


 


 






    	 	53	 



     


    

 


(c)               
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, (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.


 


(d)               
The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein absent manifest error; 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.


 


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


 


SECTION 2.11. Prepayment
of Loans. (a)  The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to prior notice in accordance with paragraph (e) of this Section and, if applicable, payment of any break funding expenses
under Section 2.16.


 


(b)               
Except for Overadvances permitted under Section 2.05, in the event and on such occasion that the Aggregate Revolving Exposure exceeds
the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base, the Borrowers shall prepay, on demand, the Revolving
Loans, LC Exposure and/or Swingline Loans or cash collateralize the LC Exposure in an account with the Administrative Agent pursuant to
Section 2.06(j), as applicable, in an aggregate amount equal to such excess.


 


(c)               
In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party or any Subsidiary in respect
of any Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received by any Loan Party or any Subsidiary, prepay
the Obligations and cash collateralize the LC Exposure as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such
Net Proceeds, provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment
Event”, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Loan
Parties intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 12 months after
receipt of such Net Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory)
to be used in the business of the Loan Parties, and certifying that no Default has occurred and is continuing, then either (i) so long
as a Cash Dominion Period is not in effect, no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds
specified in such certificate or (ii) if as a Cash Dominion Period is in effect, then, if the Net Proceeds specified in such certificate
are to be applied to acquire, replace or rebuild such assets by (A) the Borrowers, such Net Proceeds shall be applied by the Administrative
Agent to reduce the outstanding principal balance of the Revolving Loans (without a permanent reduction of the Revolving Commitment) and
upon such application, the Administrative Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount
of such proceeds so applied and (B) any Loan Party that is not a Borrower, such Net Proceeds shall be deposited in a cash collateral account,
and in the case of either (A) or (B), thereafter, such funds shall be made available to the applicable Loan Party as follows:


 


 






    	 	54	 



     


    

 


(i)                
the Borrower shall request a Revolving Borrowing (specifying that the request is to use Net Proceeds pursuant to this Section)
or the applicable Loan Party shall request a release from the cash collateral account be made in the amount needed;


 


(ii)              
so long as the conditions set forth in Section 4.02 have been met, the Revolving Lenders shall make such Revolving Borrowing; and


 


(iii)            
in the case of Net Proceeds applied against the Revolving Borrowing, the Reserve established with respect to such proceeds shall
be reduced by the amount of such Revolving Borrowing;


 


provided that to the
extent of any such Net Proceeds therefrom that have not been so applied, or such definitive agreement(s) have not been entered into, by
the end of such 12-month period or any such Net Proceeds that are subject to such definitive agreement(s) have not been so applied by
the end of an additional six months following the end of such 12-month period, a prepayment shall be required at such time in an amount
equal to such Net Proceeds that have not been so applied.


 


(d)               
(i) All prepayments made pursuant to Section 2.11(a) shall be applied to prepay such Loans in accordance with the Lenders’
respective Applicable Percentages without a corresponding reduction in the Revolving Commitments and to cash collateralize outstanding
LC Exposure.


 


(ii)              
All such amounts pursuant to Section 2.11(c) shall be applied, first to prepay any Protective Advances and Overadvances that may
be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the
Revolving Commitments and to cash collateralize outstanding LC Exposure.


 


(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 hereunder not later than noon, Pacific time, (A) in the case of prepayment of a Term Benchmark Borrowing, three
(3) Business Days before the date of prepayment, or (B) in the case of prepayment of a CBFR Borrowing, one (1) Business Day before the
date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing
or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of
termination of the Revolving Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice
of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing,
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 Revolving Borrowing of the same Type as provided in Section 2.02.
Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving 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.


 


SECTION 2.12. Fees.
(a) The Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the
applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period from
and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Commitment fees accrued through
and including the first day of each calendar month shall be payable in arrears on such 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).


 


 






    	 	55	 



     


    

 


(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 on the daily maximum stated amount then available to be
drawn under 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 (or
such higher rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank) on the average 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 Revolving Commitments and the date on which there ceases to be any LC Exposure with respect
to Letters of Credit issued by such Issuing Bank, as well as 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 each calendar month shall be payable on the first Business Day of each calendar month, 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 the account of each Revolving Lender at any time that full cash dominion
is in effect, a collection day fee equal to the additional interest that the Borrowers would have paid in respect of the Revolving Loans,
at the CBFR plus the Applicable Rate, as if each uncollected check had not been received in the collection account and credited to the
Borrowers until the earlier of (i) the date that such check is actually collected and (ii) three Business Days after the Business Day
that such check was actually received in the collection account.  Such collection day fee will be payable monthly in arrears.


 


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


 


(e)               
All fees payable hereunder shall be paid on the dates due, in dollars 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. Fees paid shall not be refundable under any circumstances.


 


SECTION 2.13. Interest.
(a) The Loans comprising CBFR Borrowings (including all Swingline Loans) shall bear interest at the CBFR plus the Applicable Rate
as applicable.


 


 






    	 	56	 



     


    

 


(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.


 


(c)               
Each Protective Advance and each Overadvance shall bear interest at the CBFR plus the Applicable Rate for Revolving
Loans plus 2%.


 


(d)               
Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrowers
hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after
as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to CBFR Loans as provided in paragraph (a) of this Section.


 


(e)               
Accrued interest on each Loan (for CBFR 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 upon termination of the Revolving Commitments; provided that (i) interest accrued
pursuant to paragraph (d) 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 a CBFR 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.


 


(f)                
Interest computed by reference to the Term SOFR Rate or REVSOFR30 Rate shall be computed on the basis of a year of 360 days. Interest
computed by reference to the CB Floating 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 CB Floating Rate, Adjusted Daily Simple SOFR, Daily Simple SOFR, Adjusted REVSOFR30 Rate, REVSOFR30
Rate, Adjusted Term SOFR Rate, or Term SOFR Rate shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error.


 


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 (including because the Term SOFR Reference Rate is not available or published on a current basis), for
such Interest Period, (B) at any time, that adequate and reasonable means do not exist for ascertaining the Adjusted REVSOFR30 Rate or
the REVSOFR30 Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), or (C) 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 or the 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 its Loan) included in such Borrowing for such Interest Period,
(B) at any time, the Adjusted REVSOFR30 Rate or the REVSOFR30 Rate will not adequately and fairly reflect the cost to such Lenders (or
Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing, or (C) at any time, the applicable Adjusted Daily
Simple SOFR or 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;


 


 






    	 	57	 



     


    

 


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 Borrowers deliver 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, (1) 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) a CBFR Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.14(a)(i) or (ii) above and (2)
any Borrowing Request that requests an Adjusted REVSOFR30 Rate Borrowing shall instead be deemed to be a Borrowing Request, as applicable,
for a CBFR Borrowing; 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 or Adjusted REVSOFR30 Rate Loan is outstanding on the
date of the Borrower Representative’s receipt of the notice from the Administrative Agent referred to in this SECTION 2.14. (a)
with respect to a Relevant Rate applicable to such Term Benchmark Loan or Adjusted REVSOFR30 Rate 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 Borrowers deliver 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, (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 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) a CBFR Loan if the Adjusted Daily Simple SOFR also is the subject of Section 2.14(a)(i) or (ii) above, on such day,
and (2) any Adjusted REVSOFR30 Rate Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute
a CBFR Loan.


 


(b)               
Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x)
if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” 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.


 


 






    	 	58	 



     


    

 


(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.


 


(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 or REVSOFR30 Rate) and either
(A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time
as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark
has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative,
then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time
to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is
subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no
longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement),
then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time
to reinstate such previously removed tenor.


 


(f)                
Upon the Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers
may revoke any request for a Term Benchmark Borrowing or Adjusted REVSOFR30 Rate 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 such 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) a CBFR Borrowing if the Adjusted Daily
Simple SOFR is the subject of a Benchmark Transition Event and (2) any such request for an Adjusted REVSOFR30 Rate Borrowing into a request
for a CBFR Borrowing. Furthermore, if any Term Benchmark Loan or Adjusted REVSOFR30 Rate Loan is outstanding on the date of the Borrower
Representative’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 Adjusted REVSOFR30 Rate 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) a CBFR Loan if the Adjusted Daily Simple
SOFR is the subject of a Benchmark Transition Event, on such day and (2) any Adjusted REVSOFR30 Rate Loan shall on and from such day be
converted by the Administrative Agent to, and shall constitute a CBFR Loan.


 


 






    	 	59	 



     


    

 


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 Adjusted REVSOFR30 Rate) or the Issuing Bank;


 


(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


 


(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 the Borrowers will pay to such Lender, the
Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing
Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.


 


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


 


(c)               
A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 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.


 


 






    	 	60	 



     


    

 


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


 


SECTION 2.16. Break Funding
Payments. (a) With respect to Loans that are not RFR Loans, in the event of (i) the payment of any principal of any Term Benchmark
Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result
of any prepayment pursuant to Section 2.11), (ii) the conversion of any Term Benchmark Loan other than on the last day of the Interest
Period applicable thereto, (iii) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in
any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(c) and is revoked in accordance
therewith), or (iv) 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 Borrowers pursuant to Section 2.18, 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.


 


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


 


(b)               
Payment of Other Taxes by the 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.


 


 






    	 	61	 



     


    

 


(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, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.


 


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


 


(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).


 


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


 


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


 


 






    	 	62	 



     


    

 


(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 United States 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;


 


(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 in form and substance satisfactory to the Administrative Agent to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of a Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) an executed 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 in form and substance satisfactory to the Administrative
Agent, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such
Foreign Lender may provide a U.S. Tax Compliance Certificate in form and substance satisfactory to the Administrative Agent on behalf
of each such direct and indirect partner;


 


 






    	 	63	 



     


    

 


(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 Borrowers
or the Administrative Agent to determine the withholding or deduction required to be made; and


 


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


 


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 (including by the payment of additional amounts pursuant
to this Section), 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 with respect to the Taxes giving rise to such refund), net of all 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 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 Revolving Commitments and the repayment,
satisfaction or discharge of all obligations under any Loan Document (including Payment in Full of the Secured Obligations).


 


 






    	 	64	 



     


    

 


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


 


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 them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Pacific 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 10 South Dearborn Street,
Floor L2, Chicago, Illinois, 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. 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), (B)
a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account
during any Cash Dominion Period (which shall be applied in accordance with Section 2.10(b)) 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 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 due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and
Protective Advances, fifth, to pay interest then due and payable on the Loans (other than the Overadvances and Protective Advances) ratably,
sixth, to prepay principal on the Loans (other than the Overadvances and Protective Advances) and unreimbursed LC Disbursements, seventh,
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, eighth, to pay any amounts owing in respect of Swap Agreement Obligations up to and including the amount
most recently provided to the Administrative Agent pursuant to Section 2.22, for which Reserves have been established, ninth, to payment
of any amounts owing in respect of Banking Services Obligations and Swap Agreement Obligations up to and including the amount most recently
provided to the Administrative Agent pursuant to Section 2.22 and to the extent not paid pursuant to clause eighth above, and tenth, to
the payment of any other Secured Obligation due to the Administrative Agent or any Lender by the Borrowers. Notwithstanding the foregoing,
amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such 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 (a) on
the expiration date of the Interest Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding
CBFR 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.


 


 






    	 	65	 



     


    

 


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


 


(d)               
If, 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 or Swingline Loans to any assignee or participant, other than to the Borrowers
or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing
and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Borrower rights of 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.


 


 






    	 	66	 



     


    

 


(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 business judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject
such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree
to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


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


 


 






    	 	67	 



     


    

 


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 the LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, as the Borrower Representative
may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender
has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined
by the Administrative Agent and the Borrower Representative, to be held in a deposit account and released pro rata in order to (x) satisfy
such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize
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 any Borrower against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or
LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or
the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment
shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders 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 Revolving 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;


 


 






    	 	68	 



     


    

 


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


 


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


 


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


 


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


 


(iii)            
if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the
Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(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 Issuing Bank shall not be required to issue, amend, renew, extend or increase
any Letter of Credit, unless it is satisfied that such Defaulting Lender’s then outstanding LC Exposure will be 100% covered by
the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section
2.20(d), and 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).


 


 






    	 	69	 



     


    

 


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 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 Issuing Bank shall not be required to issue, amend or increase any Letter of Credit,
unless the Issuing Bank shall have entered into arrangements with the Borrowers or such Lender, satisfactory to the Issuing Bank 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.


 


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


 


SECTION 2.22. Banking
Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services (excluding Lease Financing) for, or having
Swap Agreements with, any Loan Party or any Subsidiary 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 addition, each such Lender or Affiliate thereof shall deliver to 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 the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations
pursuant to Section 2.18(b) and 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 JPMCB or its Affiliate is the Administrative Agent, neither
JPMCB nor any of its Affiliates providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary 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:


 


 






    	 	70	 



     


    

 


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, would not reasonably be expected to result in a Material Adverse Effect, is qualified
to do business, and is in good standing, in every jurisdiction where such qualification is required.


 


SECTION 3.02. Authorization;
Enforceability. The Transactions are within each Loan Party’s 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 for (i) such as have been obtained or made and are in full force and effect, (ii) filings
necessary to perfect Liens created pursuant to the Loan Documents, (iii)  filings as may be required under the Securities Exchange
Act of 1934, as amended, and applicable stock exchange rules in connection therewith, or (iv) such actions, consents and approvals the
failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect; (b) will not violate any charter, articles of association or certificate of organization or formation, bylaws, operating
agreements, constitution or other organizational or governing documents of any Loan Party or any Subsidiary, (c) will not violate any
Requirement of Law applicable to any Loan Party or any Subsidiary except any such violation which, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, (d) will not violate or result in a default 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 (e) will not result in the creation
or imposition of, or the 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)  The Company 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, 2020, reported
on by UHY LLP, independent public accountants, and (ii) as of and for the fiscal month and the portion of the fiscal year ended August
31, 2021, 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 the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance
with GAAP, subject to normal year end audit adjustments (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 would reasonably be expected to have, a Material Adverse Effect, since
December 31, 2020.


 


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 of its Subsidiaries has
good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, free of all Liens other than
those permitted by Section 6.02, in each case, except where the failure to have such title, interest, or right would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.


 


 






    	 	71	 



     


    

 


(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 (other than license agreements for commercially
available off the shelf software that is generally available to the public which have been licensed to any Borrower pursuant to end user
licenses), as of the date of this Agreement, is set forth on Schedule 3.05, and to the knowledge of the Company 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 thereto 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 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, would reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) 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 notice of any claim with respect to any Environmental
Liability or knows of any basis for any Environmental Liability and (ii) except with respect to any other matters that, individually or
in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) has failed
to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental
Law, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability
or (D) knows or reasonably should have known after diligent inquiry of any 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 (a) all Requirement of Law
applicable to it or its property and (b) 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 an “investment company” as defined in, or subject to regulation under,
the Investment Company Act of 1940.


 


SECTION 3.09. Taxes.
Each Loan Party and each Subsidiary has timely filed or caused to be filed all 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 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. To the knowledge
of such Loan Party, no tax liens have been filed and to the knowledge of such Loan Party no claims are being asserted with respect to
any such taxes.


 


 






    	 	72	 



     


    

 


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, would reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87)
did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of
such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87 or subsequent recodification thereof, as applicable) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans.


 


SECTION 3.11. Disclosure.
(a) The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan
Party or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected
to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or
on behalf of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement
or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact
or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information
was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information
was delivered prior to the Effective Date, as of the Effective Date.


 


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


 


SECTION 3.12. Material
Agreements. All material agreements and contracts to which any Loan Party or any Subsidiary is a party or is bound as of the date
of this Agreement are listed on Schedule 3.12. No Loan Party or any Subsidiary is in default past any applicable grace or cure period,
if any, in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (a) any material
agreement to which it is a party or (b) any agreement or instrument evidencing or governing Indebtedness.


 


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 each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present
fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability
of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;
(iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities
become absolute and matured; and (iv) no Loan Party will have unreasonably small capital with which to conduct the business in which
it is engaged as such business is now conducted and is proposed to be conducted after the Effective Date.


 


(b)               
No Loan Party intends to, nor will 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.


 


 






    	 	73	 



     


    

 


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, except where the failure to do so, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect, all premiums in respect of such insurance
have been paid. Each Loan Party maintains, and has caused each Subsidiary to maintain, with financially sound and reputable insurance
companies (or is self-insured), insurance on all their real and personal property in such amounts, subject to such deductibles and self-insurance
retentions and covering such properties and risks as are adequate and customarily maintained by 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 the Company of each and
all of the Company’s Subsidiaries, (b) a true and complete listing of each class of each Loan Party’s authorized Equity Interests,
all of which issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record
by the Persons identified on Schedule 3.15, and (c) the type of entity of the Company and each of its Subsidiaries. All of the issued
and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership
interests) duly authorized and issued and are fully paid and non-assessable. There are no outstanding commitments or other obligations
of any Loan Party to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock
or other equity interests of any Loan Party.


 


SECTION 3.16. Security
Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the
Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens when duly perfected will constitute
perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and
all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the
extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable
law or agreement permitted hereunder, and (b) Liens perfected only by possession (including possession of any certificate of title),
to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.


 


SECTION 3.17. Employment
Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or,
to the knowledge of any Loan Party, threatened. The hours worked by and payments made to employees of the Loan Parties and their Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with
such matters. 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.


 


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 and the Letters of Credit have been used and will be used, whether directly or indirectly as set forth in Section
5.08.


 


 






    	 	74	 



     


    

 


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


 


SECTION 3.21. Anti-Corruption
Laws and Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures designed to ensure compliance
by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable
Sanctions, and such Loan Party, its Subsidiaries and their respective officers and directors and, to the knowledge of such Loan Party,
its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a)
any Loan Party, any Subsidiary or any of their respective directors, officers or 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. Affiliate
Transactions. Except as set forth on Schedule 3.22, as of the date of this Agreement, there are no existing or proposed agreements,
arrangements, understandings or transactions between any Loan Party and any of the officers, members, managers, directors, stockholders,
parents, holders of other Equity Interests, employees or Affiliates (other than Subsidiaries) of any Loan Party or any members of their
respective immediate families, and none of the foregoing Persons are directly or indirectly indebted to or have any direct or indirect
ownership, partnership, or voting interest in any Affiliate of any Loan Party or any Person with which any Loan Party has a business
relationship or which competes with any Loan Party (except that any such Persons may own Equity Interests in (but not exceeding 2.0%
of the outstanding Equity Interests of) any publicly traded company that may compete with a Loan Party).


 


SECTION 3.23. Common Enterprise.
The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance of the functions
of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent on the successful performance
and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board of directors or other governing body
has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (a) successful operations of each
of the other Loan Parties and (b) the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and
as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance of this Agreement and
any other Loan Documents to be executed by such Loan Party is within its purpose, in furtherance of its direct and/or indirect business
interests, will be of direct and/or indirect benefit to such Loan Party, and is in its best interest.


 


SECTION 3.24. Affected
Financial Institutions. No Loan Party is an Affected Financial Institution.


 


SECTION 3.25. Plan Assets;
Prohibited Transactions. No Loan Party or any of its 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.


 


 






    	 	75	 



     


    

 


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


 


(b)               
Financial Statements and Projections. The Lenders shall have received (i) unaudited consolidated financial statements of
the Company and its Subsidiaries for the 2019 and 2020 fiscal years prepared by its independent certified public accountant, (ii) unaudited
interim consolidated financial statements of the Company and its Subsidiaries for each fiscal month ended after the date of the latest
applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available,
and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in
the consolidated financial condition of the Company and its Subsidiaries, as reflected in the audited, consolidated financial statements
described in clause (i) of this paragraph and (iii) satisfactory projections through December 31, 2022.


 


(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
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 each Borrower, its Financial Officers, and (C) contain
appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant
authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its 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 or the substantive equivalent available in the jurisdiction of organization for each Loan Party from the
appropriate governmental officer in such jurisdiction.


 


(d)               
No Default Certificate. The Administrative Agent shall have received a certificate, signed by a Financial Officer of each
Borrower and each other Loan Party, dated as of the Effective Date (i) stating that no Default has occurred and is continuing, (ii) stating
that 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.


 


 






    	 	76	 



     


    

 


(e)               
Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which
invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date. 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 each jurisdiction where
the Loan Parties are organized and where the 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 pay-off
letter or other documentation satisfactory to the Administrative Agent.


 


(g)               
Pay-Off Letter. The Administrative Agent shall have received satisfactory pay-off letters for all existing Indebtedness
to be repaid from the proceeds of the initial Borrowing, confirming that all Liens 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)                
Customer List. The Administrative Agent shall have received a true and complete customer list for each Borrower and its
Subsidiaries, which list shall state the customer’s name, mailing address and phone number and shall be certified as true and correct
by a Financial Officer of the Borrower Representative.


 


(j)                
Collateral Access Agreements. The Administrative Agent shall have received each Collateral Access Agreement required to
be provided pursuant to Section 4.13 of the Security Agreement.


 


(k)               
Solvency. The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the Effective
Date.


 


(l)                
Borrowing Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the
Borrowing Base as of a period requested by the Administrative Agent.


 


(m)             
Closing Availability. After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters
of Credit on the Effective Date and the payment of all fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness,
liabilities, and obligations current, the Availability shall not be less than $5,000,000.


 


(n)               
Approvals. All governmental and third party approvals necessary in connection with the financing contemplated hereby and
the continuing operations of the Company and its Subsidiaries (including shareholder approvals, if any) shall have been obtained on terms
satisfactory to Administrative Agent and shall be in full force and effect.


 


(o)               
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.


 


 






    	 	77	 



     


    

 


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


 


(q)               
Regulatory Matters. All legal (including tax implications) and regulatory matters shall be satisfactory to the Administrative
Agent and Lenders, including but not limited to compliance with all applicable requirements of Regulations U, T and X of the Board of
Governors of the Federal Reserve System.


 


(r)                
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 Section 5.10 hereof and Section 4.12 of the Security
Agreement.


 


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


 


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


 


(u)               
Corporate Structure. The corporate structure, capital structure and other material debt instruments, material accounts and
governing documents of the Loan Parties and their Affiliates shall be acceptable to the Administrative Agent in its Permitted Discretion.


 


(v)               
Field Examination. The Administrative Agent or its designee shall have conducted a field examination of the Loan Parties’
Accounts, Inventory and related working capital matters and of the Borrowers’ related data processing and other systems, the results
of which shall be satisfactory to the Administrative Agent in its Permitted Discretion.


 


(w)             
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 Permitted Discretion.


 


(x)               
Appraisal. The Administrative Agent shall have received an appraisal of the Borrowers’ Inventory from a firm satisfactory
to the Administrative Agent, which appraisal shall be satisfactory to the Administrative Agent in its Permitted Discretion.


 


(y)               
[Reserved].


 


 






    	 	78	 



     


    

 


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


 


(aa)            
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:


 


(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, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be
outstanding.


 


(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), (b), (c) and (d) of this Section.


 


Notwithstanding the failure
to satisfy the conditions precedent set forth in paragraphs (a) or (b) 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
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:


 


 






    	 	79	 



     


    

 


SECTION 5.01. Financial
Statements; Borrowing Base and 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 the Company, 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 acceptable to the
Required Lenders (without a “going concern” or like qualification, commentary or exception and without any qualification
or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects
the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, accompanied by any management letter prepared by said accountants;


 


(b)               
[reserved];


 


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


 


(d)               
concurrently with any delivery of financial statements under clause (a), (b) or (c) above, a Compliance Certificate (i) certifying,
in the case of the financial statements delivered under clause (b) or (c), as presenting fairly in all material respects the financial
condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred
and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii)
setting forth reasonably detailed calculations of the Fixed Charge Coverage Ratio (and each component thereof) (whether or not a Covenant
Testing Trigger Period is in effect), and demonstrating compliance with Section 6.12 if a Covenant Testing Trigger Period is in effect,
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)               
concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported
on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements
of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);


 


(f)                
as soon as available but in any event no later than the end of, and no earlier than forty-five (45) days prior to the end of, each
fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income
statement and cash flow statement) of the Company for each month of the upcoming fiscal year (the “Projections”) in
form reasonably satisfactory to the Administrative Agent;


 


 






    	 	80	 



     


    

 


(g)               
as soon as available but in any event within twenty (20) days (or 25 days with respect to the first three such months after the
Effective Date) of the end of each calendar month (and within three (3) Business Days of the end of each calendar week which ends during
a Reporting Trigger Period), and at such other times as may be requested by the Administrative Agent, as of the period then ended, a Borrowing
Base Certificate, and supporting information in connection therewith, together with any additional reports with respect to the Borrowing
Base as the Administrative Agent may reasonably request;


 


(h)               
as soon as available but in any event within twenty (20) days (or 25 days with respect to the first three such months after the
Effective Date) of the end of each calendar month, and at such other times as may be requested by the Administrative Agent, as of the
period then ended, all delivered electronically in a text formatted file acceptable to the Administrative Agent;


 


(i)                
detailed aging of the Borrowers’ Accounts, including all invoices aged by invoice date and due date (with an explanation
of the terms offered), prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying the
name, address, and balance due for each Account Debtor;


 


(ii)              
a schedule detailing the Borrowers’ Inventory, in form reasonably satisfactory to the Administrative Agent, (1) by location
(showing Inventory in transit and any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement),
by class (raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at
the lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the Administrative Agent has previously
indicated to the Borrower Representative are deemed by the Administrative Agent to be appropriate, and (2) including a report of any variances
or other results of Inventory counts performed by the Borrowers since the last Inventory schedule (including information regarding sales
or other reductions, additions, returns, credits issued by Borrowers and complaints and claims made against the Borrowers);


 


(iii)            
a worksheet of calculations prepared by the Borrowers to determine Eligible Accounts, Eligible Credit Card Receivables and Eligible
Inventory, such worksheets detailing the Accounts and Inventory excluded from Eligible Accounts, Eligible Credit Card Receivables and
Eligible Inventory and the reason for such exclusion;


 


(iv)             
a reconciliation of the Borrowers’ Accounts and Inventory between (A) the amounts shown in the Borrowers’ general ledger
and financial statements and the reports delivered pursuant to clauses (i) and (ii) above and (B) the amounts and dates shown in the reports
delivered pursuant to clauses (i) and (ii) above and the Borrowing Base Certificate delivered pursuant to clause (g) above as of such
date; and


 


(v)               
a reconciliation of the loan balance per the Borrowers’ general ledger to the loan balance under this Agreement;


 


(i)                
as soon as available but in any event within twenty (20) days of the end of each calendar month, and at such other times as may
be requested by the Administrative Agent, as of the month then ended, a schedule and aging of the Borrowers’ accounts payable, delivered
electronically in a text formatted file acceptable to the Administrative Agent;


 


(j)                
as soon as available but in any event within twenty (20) days of the end of each calendar quarter, as of the quarter then ended,
and at such other times as may be reasonably requested by the Administrative Agent, an updated customer list for each Borrower and its
Subsidiaries, which list shall state the customer’s name, mailing address and phone number, delivered electronically in a text formatted
file acceptable to the Administrative Agent and certified as true and correct by a Financial Officer of the Borrower Representative;


 


 






    	 	81	 



     


    

 


(k)               
promptly upon the Administrative Agent’s request:


 


(i)                
copies of invoices issued by the Borrowers in connection with any Accounts, credit memos, shipping and delivery documents, and
other information related thereto;


 


(ii)              
copies of purchase orders, invoices, and shipping and delivery documents in connection with any Inventory or Equipment purchased
by any Loan Party; and


 


(iii)            
a schedule detailing the balance of all intercompany accounts of the Loan Parties;


 


(l)                
at such other times as may be reasonably requested by the Administrative Agent, as of the period then ended, the Borrowers’
sales journal, cash receipts journal (identifying trade and non-trade cash receipts) and debit memo/credit memo journal;


 


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


 


(n)               
[reserved];


 


(o)               
promptly upon the Administrative Agent’s request, a detailed listing of all advances of proceeds of Loans requested by the
Borrower Representative for each Borrower during the immediately preceding calendar month and a detailed listing of all intercompany loans
made by the Borrowers during such calendar month;


 


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


 


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


 


(r)                
promptly following any request therefor, (i) such other information regarding the operations, changes in ownership of Equity Interests,
business affairs and financial condition of any Loan Party or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative
Agent or any Lender may reasonably request, and (ii) 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;


 


 






    	 	82	 



     


    

 


(s)                
promptly after receipt thereof by any Borrower or any Subsidiary, copies of each notice or other 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


 


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


 


(u)               
the Loan Parties acknowledge that the Administrative Agent may order, at the Borrowers’ expense, periodic certificates of
good standing or the substantive equivalent available in the jurisdiction of incorporation, formation or organization for each Loan Party
from the appropriate governmental officer in such jurisdiction.


 


Documents required to be delivered
pursuant to Section 5.01(a), (b) or (p) (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 a Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether made available by the Administrative Agent); provided that: (A) 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 and (B) the Borrower Representative shall notify the Administrative Agent and
each Lender (by fax or through Electronic Systems) of the posting of any such documents and provide to the Administrative Agent through
Electronic Systems electronic versions (i.e., soft copies) of such documents. 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 any Borrower 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 documents to it and maintaining its copies of such documents.


 


SECTION 5.02. Notices
of Material Events. The Borrowers 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 notice of any investigation by a Governmental Authority or any litigation or Proceeding commenced or threatened
against any Loan Party or any Subsidiary that (i) seeks damages in excess of $500,000, (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 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 $500,000 in respect of any tax, fee, assessment,
or other governmental charge, or (vii) involves any product recall;


 


 






    	 	83	 



     


    

 


(c)               
any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral;


 


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


 


(e)               
within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location
or public warehouse where Collateral is located;


 


(f)                
[reserved];


 


(g)               
within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto,
together with copies of all agreements evidencing such Swap Agreement or amendment;


 


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


 


(i)                
the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected
to result in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $500,000;


 


(j)                
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;


 


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


 


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


 


Each notice delivered under this Section (i) shall
be in writing, (ii) shall contain a heading or a reference line that reads “Notice” under Section 5.02 of Credit Agreement
dated November 12, 2021 and (iii) 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 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, provided that the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03, (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, and (c) comply with
the terms and conditions of that certain Marijuana Cease and Desist letter, dated as on or about September 17, 2021, from Administrative
Agent to the Company.


 


 






    	 	84	 



     


    

 


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) such liabilities would not result in aggregate liabilities
in excess of $500,000 and none of the Collateral would become subject to forfeiture or loss as a result of the contest; 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 dealings and transactions in relation to its business and activities and (b)
permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent, any
Lender or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable prior notice,
to visit and inspect its properties, to conduct at such Loan Party’s premises field examinations of such 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 (and
hereby authorizes the Administrative Agent and each Lender to contact its independent accountants directly) and to provide contact information
for each bank where each Loan Party has a depository and/or securities account and each such Loan Party hereby authorizes the Administrative
Agent and each Lender to contact the bank(s) in order to request bank statements and/or balances, all at such reasonable times and as
often as reasonably requested. Each Loan Party acknowledges that the Administrative Agent, after exercising its rights of inspection,
may prepare and distribute to the Lenders certain Reports pertaining to such Loan Party’s assets for internal use by the Administrative
Agent and the Lenders. The Loan Parties shall be responsible for the costs of expenses of one (1) field examination during any 12-month
period (or two (2) if Availability has been less than the greater of (x) $4,000,000 or (y) an amount equal to 15% of the Aggregate Revolving
Commitment at any time in such 12 month period) (excluding any field examination conducted in connection with a Permitted Acquisition
or any field examination conducted prior to the Effective Date); provided, that the Loan Parties shall be responsible for the
costs and expenses of all field examinations conducted while an Event of Default has occurred and is continuing.


 


SECTION 5.07. Compliance
with Laws and Material Contractual Obligations. Each Loan Party will, and will cause each Subsidiary to, (a) comply with each Requirement
of Law applicable to it or its property (including without limitation Environmental Laws) and (b) 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 designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers,
employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


SECTION 5.08. Use of Proceeds.


 


(a)               
The proceeds of the Loans and the Letters of Credit will be used only for working capital and general corporate purposes of the
Borrowers in the ordinary course of business and to refinance certain existing Indebtedness. No part of the proceeds of any Loan and no
Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the
Federal Reserve Board, including Regulations T, U and X.


 


 






    	 	85	 



     


    

 


(b)               
No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and each Borrower shall procure that its
Subsidiaries and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter
of Credit (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; provided that, with respect to projected financial information, the Loan Parties will only ensure that such information
was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


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


 


SECTION 5.11. Casualty
and Condemnation. The Borrowers will (a) 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)
ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected
and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents.


 


SECTION 5.12. Appraisals.
At any time that the Administrative Agent requests, each Loan Party will provide the Administrative Agent with appraisals or updates
thereof of its Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis reasonably satisfactory
to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement
of Law. The Loan Parties shall be responsible for the costs of expenses of one (1) Inventory appraisal during any 12-month period (excluding
any Inventory appraisals conducted in connection with a Permitted Acquisition or any field examination conducted prior to the Effective
Date). Additionally, Inventory appraisals may be conducted from time to time, but no less frequently than monthly if an Event of Default
has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted
while an Event of Default has occurred and is continuing.


 


 






    	 	86	 



     


    

 


SECTION 5.13. Depository
Banks. Commencing sixty (60) days after the Effective Date (or such longer period as agreed to by the Administrative Agent in its
sole discretion), each Borrower and each Subsidiary will maintain the Administrative Agent as its principal depository bank, including
for the maintenance of operating, administrative, cash management, collection activity and other deposit accounts for the conduct of
its business. Such accounts may not be used to receive or transact with any funds related to marijuana businesses. Additionally, the
Administrative Agent shall be the principal provider of other Banking Services to the Borrowers and their Subsidiaries.


 


SECTION 5.14. Additional
Collateral; Further Assurances. (a)  Subject to applicable Requirement of Law, each Loan Party will cause each Domestic
Subsidiary formed or acquired after the date of this Agreement to become a Loan Party 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 Party
which constitutes Collateral.


 


(b)               
Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (ii)
65% (or such greater percentage that, (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 of
each of its Foreign Subsidiaries 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 Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of
the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions
of the Loan Documents or other security documents as the Administrative Agent shall reasonably request.


 


(c)               
Without limiting the foregoing, 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.


 


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


 


 






    	 	87	 



     


    

 


SECTION 5.15. Post-Closing
Covenants.


 


(a)               
Deposit Account Control Agreements. Within forty-five (45) days of the Effective Date (or such longer period as agreed to
by the Administrative Agent in its sole discretion), Borrowers shall deliver to the Administrative Agent each Deposit Account Control
Agreement (as defined in the Security Agreement) that is required to be provided pursuant to Sections 4.14 and 7.1 of the Security Agreement
or close the applicable Deposit Account (as defined in the Security Agreement) and transfer all amounts on deposit therein to one or more
Deposit Accounts (as defined in the Security Agreement) at JPMCB.


 


(b)               
Insurance Endorsements. Within forty-five (45) days of the Effective Date (or such longer period as agreed to by the Administrative
Agent in its sole discretion), Borrowers shall deliver to the Administrative Agent insurance endorsements naming Administrative Agent
as a lender’s loss payee and an additional insured, as applicable, under Borrowers’ insurance policies on behalf of the Lenders,
as required by Administrative Agent.


 


(c)               
SBA Payoff. Within sixty (60) days of the Effective Date (or such longer period as agreed to by the Administrative Agent
in its sole discretion), Borrowers shall (i) provide evidence to Administrative Agent, in form and substance satisfactory to Administrative
Agent, that (x) the obligations owed by the Company to the Small Business Administration (“SBA”) as set forth on Schedule
6.01 have been paid in full, and (y) the Liens and financing statements in favor of the SBA as set forth on Schedule 6.02 have been released
and terminated, and (ii) deliver to Administrative Agent the original stock certificates for E Marketing Solution Inc. and Global Product
Marketing Inc., together with undated, but signed stock powers, in form and substance satisfactory to Administrative Agent.


 


(d)               
Insurance Certificates. Within ten (10) days of the Effective Date (or such longer period as agreed to by the Administrative
Agent in its sole discretion), Borrowers shall deliver to the Administrative Agent certificates of insurance evidencing sufficient property,
liability, stock and any other insurance coverage as may be required by Administrative Agent, in form and substance satisfactory to Administrative
Agent.


 


ARTICLE
VI

Negative Covenants


 


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


 


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


 


(a)               
the Secured Obligations (including Indebtedness created under an incremental revolving facility increase pursuant to Section 2.09);


 


(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 any Loan Party to any other Loan Party or any Subsidiary of a Loan Party and of any Subsidiary of a Loan Party
to any Loan Party, provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to any 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;


 


 






    	 	88	 



     


    

 


(d)               
Guarantees by any Loan Party of Indebtedness of any other Loan Party or any Subsidiary of a Loan Party and by any Subsidiary of
a Loan Party of Indebtedness of any Loan Party or any other Subsidiary of a Loan Party, provided that (i) the Indebtedness so Guaranteed
is permitted by this Section 6.01, (ii) Guarantees by any Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall
be subject to 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 Borrower or any Subsidiary of a Borrower 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) together with any Refinance Indebtedness in respect thereof
permitted by clause (f) below, shall not exceed $1,000,000 at any time outstanding;


 


(f)                
Indebtedness which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed,
refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses
(b), (e) and (i) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that
(i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, (ii) any Liens securing
such Refinance Indebtedness are not extended to any additional property of any Loan Party or any Subsidiary, (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, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity
of such Original Indebtedness, (v) the terms of such Refinance Indebtedness other than fees and interests are not less favorable to the
obligor thereunder than the original terms of such Original Indebtedness 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 in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations,
in each case provided in the ordinary course of business;


 


(i)                
Subordinated Indebtedness in an aggregate principal amount not exceeding $10,000,000 at any time outstanding, to the extent subject
to a Subordination Agreement;


 


(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 $1,000,000 at any time outstanding; and


 


 






    	 	89	 



     


    

 


(k)               
other unsecured Indebtedness in an aggregate principal amount not exceeding $1,000,000 at any time outstanding.


 


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


 


(e)               
any Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by any Borrower
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;


 


(f)                
Liens 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;


 


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


 


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


 


Notwithstanding the foregoing, none of the Liens
permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s (1) Accounts, other than those permitted under
clause (a) of the definition of Permitted Encumbrances and clause (a) above and (2) Inventory, other than those permitted under clauses
(a) and (b) of the definition of Permitted Encumbrances and clause (a) above.


 


 






    	 	90	 



     


    

 


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, 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 Subsidiary of any Borrower may merge into a Borrower in a transaction in which such Borrower is the surviving
entity, (ii) any Loan Party (other than a Borrower) may merge into any other Loan Party in a transaction in which the surviving entity
is a Loan Party, and (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary
determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous
to the Lenders; 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.


 


(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 Borrowers and their Subsidiaries on the date hereof and businesses reasonably related thereto.


 


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


 


(e)               
No Loan Party will change the accounting basis upon which its financial statements are prepared.


 


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


 


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


 


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


 


(b)               
investments in existence on the date hereof and described in Schedule 6.04;


 


(c)               
investments 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 Foreign Subsidiary referred to in Section 5.14), (ii) the aggregate amount of investments by Loan Parties in
Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section
6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $100,000 at any time outstanding (in
each case determined without regard to any write-downs or write-offs), and (iii) no such investments into a non-Loan Party may be made
while a Default is continuing or would result therefrom;


 


 






    	 	91	 



     


    

 


(d)               
loans or advances made by (i) any Loan Party or any Subsidiary of a Loan Party to (ii) any other Loan Party or any other Subsidiary
of a Loan Party, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged
pursuant to the Security Agreement, (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties
(together with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding Guarantees permitted
under the proviso to Section 6.04(e)) shall not exceed $100,000 at any time outstanding (in each case determined without regard to any
write-downs or write-offs), and (C) no such loans or advances may be made to a non-Loan Party while any Default is continuing or would
result therefrom;


 


(e)               
Guarantees by a Loan Party or any of its Subsidiaries 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 clause (B) 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 $100,000 at any time
outstanding (in each case determined without regard to any write-downs or write-offs);


 


(f)                
loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with
past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 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;


 


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


 


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


 


(j)                
investments received in connection with Dispositions permitted by Section 6.05;


 


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


 


(l)                
Permitted Acquisitions.


 


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 another Borrower or another
Subsidiary in compliance with Section 6.04), except:


 


 






    	 	92	 



     


    

 


(a)               
Dispositions of (i) Inventory or goods held for sale in the ordinary course of business and (ii) used, obsolete, worn out or surplus
Equipment or property in the ordinary course of business which, individually or in the aggregate, do not exceed an amount of $500,000;


 


(b)               
Dispositions of assets to any Loan Party or any Subsidiary of a Loan Party, provided that any such Dispositions which are
not solely among: (i) Borrowers, (ii) Loan Parties (other than Borrowers), or (iii) Subsidiaries that are not Loan Parties, shall, in
each case, be made in compliance with Section 6.09;


 


(c)               
Dispositions of Accounts (i) in connection with the compromise, settlement or collection thereof (including, without limitation,
Dispositions of Accounts not in excess of $100,000, in the aggregate, in connection with supply chain financing, open account services
and similar trade finance services) and (ii) in connection with any supply chain financing on terms and conditions satisfactory to the
Administrative Agent;


 


(d)               
Dispositions of Permitted Investments 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 Borrower or any Subsidiary; and


 


(g)               
Dispositions of assets (other than Equity Interests in a Subsidiary) that are not permitted by any other clause of this Section,
provided that (i) at the time of any such Disposition, no Event of Default shall exist or shall result therefrom, and (ii) the
aggregate fair market value of all assets Disposed of in reliance upon this paragraph (g) shall not exceed $250,000 during any fiscal
year of the Company;


 


provided that all Dispositions permitted
hereby (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and for at least 75% cash consideration.


 


SECTION 6.06. Sale and
Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly,
whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired,
and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as
the property sold or transferred (a “Sale and Leaseback Transaction”), except for any such sale of any fixed or capital
assets by any Borrower or any Subsidiary that is made for 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 Borrower 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 Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of any
Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates
(from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability
or investment of any Borrower or any Subsidiary.


 


 






    	 	93	 



     


    

 


SECTION 6.08. Restricted
Payments; Certain Payments of Indebtedness. (a)  No Loan Party will, nor will it permit any Subsidiary to, declare or make,
or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do
so, except (i) each of the Loan Parties may declare and pay dividends with respect to its common stock payable solely in additional shares
of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares
of its common stock, (ii) any Loan Party may make Restricted Payments to another Loan Party, (iii) any Subsidiary of the Company that
is not a Loan Party may make Restricted Payments to any Loan Party or any other Subsidiary of the Company that is not a Loan Party, and
(iv) the Borrowers may make other Restricted Payments subject to the satisfaction of the Payment Condition.


 


(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 applicable Subordination Agreement or any other
subordination provisions thereof;


 


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


 


(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.


 


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 any Loan Parties not involving any other Affiliate, (c) any investment permitted by Sections 6.04(c),
(d) or (e), (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, (g) the payment of reasonable fees to directors of any Borrower or any Subsidiary
who are not employees of such Borrower or Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided
for the benefit of, directors, officers or employees of the Borrowers 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, stock options and stock ownership plans approved by a Borrower’s board of directors.


 


SECTION 6.10. Restrictive
Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist
any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any
Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay
dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any Borrower or
any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall
not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) the foregoing shall not apply
to restrictions and conditions existing on the 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 Subsidiary pending such sale, provided that such
restrictions and conditions apply only to the Subsidiary 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 and (v) clause (a) of the
foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.


 


 






    	 	94	 



     


    

 


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


 


SECTION 6.12. Fixed Charge
Coverage Ratio. Upon the occurrence and during the continuance of a Covenant Testing Trigger Period, the Company and its Subsidiaries
will not permit the Fixed Charge Coverage Ratio, to be less than 1.00 to 1.00 when measured, on a trailing twelve month basis: (a) during
the calendar year ending December 31, 2022, as of the end of: (i) the last fiscal quarter immediately preceding the occurrence of
such Covenant Testing Trigger Period for which financial statements have most recently been delivered pursuant to Section 5.01, and (ii) each
fiscal quarter for which financial statements are delivered pursuant to Section 5.01 during such Covenant Testing Trigger Period and
(b) for each calendar year thereafter, as of the end of: (i) the last month immediately preceding the occurrence of such Covenant
Testing Trigger Period for which financial statements have most recently been delivered pursuant to Section 5.01, and (ii) each
month for which financial statements are delivered pursuant to Section 5.01 during such Covenant Testing Trigger Period; provided however,
to the extent a Covenant Testing Trigger Period occurred and is continuing between February 28, 2023 and November 30, 2023, the Fixed
Charge Coverage Ratio will be tested on a trailing monthly basis commencing on December 1, 2022 and ending on the applicable date for
which the Fixed Charge Coverage Ratio is required to be tested.


 


SECTION 6.13. Transactions
with Third Parties. No Loan Party will, nor will it permit any Subsidiary to sell to their actual knowledge, after reasonable due
diligence and due inquiry, products, inventory or services directly to any commercial businesses that grow or cultivate marijuana/cannabis
or commercial distributors of cannabis plants that operate in any state in the United States or other country which, in either case,
prohibits the sale and use of marijuana/cannabis products other than in accordance with the applicable laws of such state or country.
Notwithstanding the foregoing, and for the avoidance of doubt, although no Loan Party or any Subsidiary will knowingly sell its products,
inventory or services to any individual consumer purchaser of such products who grows or cultivates marijuana/cannabis, no Loan Party
or any Subsidiary conducts any form of due diligence or due inquiry as to the nature of the business or other activities conducted by
such individual consumer purchaser.


 


ARTICLE
VII

Events of Default


 


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


 


 






    	 	95	 



     


    

 


(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 Sections 5.02(a), 5.03 (with
respect to a Loan Party’s existence), 5.08 or 5.15 or in Article VI;


 


(e)               
any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those
which constitute a default under another Section of this Article), and such failure shall continue unremedied for a period of (i) five
(5) Business 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 through 5.07, 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;


 


(f)                
any Loan Party or Subsidiary shall default in making any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness, when and as the same shall become due and payable;


 


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


 


(h)               
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of a Loan Party or Subsidiary or its debts, or of a substantial part of its assets, under any federal, state
or foreign bankruptcy, insolvency, receivership 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 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;


 


 






    	 	96	 



     


    

 


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


 


(k)               
(i) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan
Party, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during
which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any
assets of any Loan Party or Subsidiary to enforce any such judgment; or (ii) any Loan Party or Subsidiary shall fail within thirty (30)
days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, would 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;


 


(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, would reasonably be expected to result in a Material Adverse Effect;


 


(m)             
a Change in Control shall occur;


 


(n)               
the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of
the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace
therein provided;


 


(o)               
the Loan 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 Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty
to which it is a party, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party,
or shall give notice to such effect, including, but not limited to notice of termination delivered pursuant to Section 10.08;


 


(p)               
except as permitted by the terms of any Collateral Document, (i) any Collateral Document shall for any reason fail to create a
valid security interest in any Collateral purported to be covered thereby, or (ii) any Lien securing any Secured Obligation shall cease
to be a perfected, first priority Lien;


 


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


 


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


 


 






    	 	97	 



     


    

 


(s)                
any Loan Party is criminally indicted or convicted under any law that may reasonably be expected to lead to a forfeiture of any
property of such Loan Party having a fair market value in excess of $500,000;


 


then, and in every such event (other than an event
with respect to the Borrowers described in clause (h) or (i) of this Article), and at any time thereafter during the continuance
of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative,
take any or all of the following actions, at the same or different times: (i) terminate the Revolving Commitments, whereupon the Revolving
Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, but ratably
as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due
and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and all fees (including, for the avoidance of doubt, any break funding payments) and other obligations
of the Borrowers accrued hereunder and under any other Loan Document, shall become due and payable immediately, in each case without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, 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 Borrowers described in clause
(h) or (i) of this Article, the Revolving Commitments shall automatically terminate and the principal of the Loans then outstanding and
the 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 Borrowers accrued hereunder and under any other Loan Documents, 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 Borrowers. 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.


 


 






    	 	98	 



     


    

 


(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, 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;


 


(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.


 


 






    	 	99	 



     


    

 


(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 any Borrower) shall be entitled and empowered
(but not obligated) by intervention in such proceeding or otherwise:


 


(i)                
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements
and all other 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


 


(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’ right to consent pursuant to and subject to the conditions set forth in this Article,
no Borrower nor 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.


 


 






    	 	100	 



     


    

 


(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 facsimile, 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.


 


(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 thereof stating that it is a “notice under Section 5.02” in respect
of this Agreement and identifying the specific clause under said Section is given to the Administrative Agent by the Borrower Representative,
or (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 Borrower Representative, a Lender or the
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).


 


 






    	 	101	 



     


    

 


SECTION 8.03. Posting
of Communications.


 


(a)               
The Borrowers agree that the Administrative Agent may, but shall not be obligated to, make any Communications available to the
Lenders and the Issuing Bank 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”).


 


(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, the Issuing Bank 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, the Issuing Bank 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
Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.


 


(d)               
Each Lender and 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.


 


 






    	 	102	 



     


    

 


(e)               
Each of the Lenders, Issuing Bank 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 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 Revolving 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
Bank”, “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 Bank.


 


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
Bank 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 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 Bank, appoint a
successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. 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.


 


 






    	 	103	 



     


    

 


(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 30 days after the retiring Administrative Agent gives notice of its intent to resign, the
retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrowers,
whereupon, on the date of effectiveness of such resignation stated in such notice, (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 Collateral 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 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 Bank.


 


(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.


 


 






    	 	104	 



     


    

 


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


 


(d)               
(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 (1) Business Day thereafter, return to the Administrative Agent the
amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in
respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount
is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation from time to time in effect, 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(d) shall be conclusive, absent manifest error.


 


 






    	 	105	 



     


    

 


(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 (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof)
as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date
such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater
of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
from time to time in effect.


 


(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.


 


(iv)             
Each party’s obligations under this Section 8.06(d) 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 Revolving Commitments or the repayment,
satisfaction or discharge of all Obligations under any Loan Document.


 


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.


 


 






    	 	106	 



     


    

 


(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(b). 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.


 


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.


 


 






    	 	107	 



     


    

 


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 Revolving 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 Revolving Commitments and this Agreement,


 


(iii)            
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 Revolving Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Revolving 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 Revolving 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, 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).


 


 






    	 	108	 



     


    

 


(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 Revolving Commitments, this Agreement and any other Loan Documents, (ii)
may recognize a gain if it extended the Loans, the Letters of Credit or the Revolving Commitments for an amount less than the amount being
paid for an interest in the Loans, the Letters of Credit or the Revolving 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.
JPMCB has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the National
Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). JPMCB, as administrative agent or collateral
agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to each Lender in the syndicate)
documents that it receives in connection with the Flood Laws. However, JPMCB reminds each Lender and Participant in the facility that,
pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant in the facility) is responsible
for assuring its own compliance with the flood insurance requirements.


 


SECTION 8.11. Subordination
Arrangements. Each Lender, on behalf of itself and any of its Affiliates that are Secured Parties, and each Issuing Bank hereby (a)
irrevocably authorizes the Administrative Agent to enter into any Subordination Agreement contemplated hereby (and any amendments, amendments
and restatements, restatements or waivers of or supplements to or other modifications to, such agreements or arrangements in connection
with the incurrence by any Loan Party of any Indebtedness to the extent permitted hereby), and (b) acknowledges and agrees that it will
be bound by and will take no actions contrary to the provisions of any Subordination Agreement entered into in connection herewith or
contemplated hereby.


 


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 facsimile, as follows:


 


(i)                
if to any Loan Party, to the Borrower Representative at:


 


iPower Inc.

2399 Bateman Ave.

Duarte, CA 91010

Attention: Chenlong Tan, CEO

Email:: law.t@meetipower.com


 


 






    	 	109	 



     


    

 


With a copy to (which shall not constitute
notice):


 


Michelman & Robinson, LLP

10880 Wilshire Blvd., 19th Floor

Los Angeles, CA 90024

Attn: Stephen Weiss and Mark Frimmel

Email: sweiss@mrllp.com and mfrimmel@mrllp.com


 


		(ii)	if to the Administrative Agent, JPMCB in its capacity as an Issuing Bank or the Swingline Lender, to JPMorgan
Chase Bank, N.A. at:



 


JPMorgan Chase Bank, N.A.

3 Park Plaza, Suite 900

Irvine, CA 92614

Attention: Client Relationship Manager

Facsimile No: (949) 471-9872


 


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



 


All such notices and other communications (A)
sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received,
(B) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal business hours of
the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day of
the recipient, or (C) 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 any Borrower, 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 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 Electronic Systems or Approved Electronic Platforms, as applicable, pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise proscribes,
all such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail
or other written acknowledgement), provided that if not given during the normal business hours of the recipient, such notice or
communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted
to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as
described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address
therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next Business Day of the recipient.


 


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


 


 






    	 	110	 



     


    

 


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.


 


(b)               
Except as provided in the first sentence of Section 2.09(e) (with respect to any commitment increase) and subject to Section 2.14(c),
(d) and (e) 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 Revolving 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 (provided that any amendment or modification of the financial
covenants in this Agreement (or any defined term used therein) shall not constitute a reduction in the rate of interest or fees for purposes
of this clause (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 Revolving Commitment, without the written consent of each Lender (including any such
Lender that is a Defaulting Lender) directly 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 Revolving Commitments or the manner in which payments are shared, without the written consent of each Lender
(other than any Defaulting Lender), (E) increase the advance rates set forth in the definition of Borrowing Base or add new categories
of eligible assets, without the written consent of each Revolving Lender (other than any Defaulting Lender), (F) 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,
(G) change Section 2.20 without the consent of each Lender (other than any Defaulting Lender), (H) release any Loan Guarantor from its
obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent
of each Lender (other than any Defaulting Lender), or (I) 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); provided,
further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing
Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline
Lender, as the case may be (it being understood that any amendment to Section 2.20 shall require the consent of the Administrative Agent,
the Issuing Bank and the Swingline Lender); provided further that no such agreement shall amend or modify the provisions of Section
2.06 or any Letter of Credit Agreement or any letter of credit application and any bilateral agreement between the Company and an Issuing
Bank regarding such Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between the Company and such Issuing
Bank in connection with the issuance of Letters of Credit by such Issuing Bank without the prior written consent of the Administrative
Agent and the Issuing Banks, 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.


 


 






    	 	111	 



     


    

 


(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 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 provided by such Subsidiary, (iii) constituting property
leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as
required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative
Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Administrative Agent will not release
any Liens on Collateral without the prior written authorization of the Required Lenders; provided that, the Administrative Agent
may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $5,000,000 during any calendar year without
the prior written authorization of the Required Lenders (it being agreed that the Administrative Agent may rely conclusively on one or
more certificates of the Borrowers as to the value of any Collateral to be so released, without further inquiry). Any such release shall
not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations
of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall
continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with
any such release shall be without recourse to or warranty by the Administrative Agent.


 


(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 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 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 an 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.


 


 






    	 	112	 



     


    

 


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


 


SECTION 9.03. Expenses;
Limitation of Liability; Indemnity; Etc. (a)  Expenses. The Loan Parties shall, jointly and severally, pay all (i) reasonable
out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the
internet or through any Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation
and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of the Loan Documents (whether
or not the transactions contemplated hereby or thereby shall be consummated), (ii) reasonable out-of-pocket expenses incurred by the
Issuing Bank in connection with the issuance, amendment, 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. Expenses being reimbursed by the Loan Parties under this Section include,
without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:


 


(A)             
appraisals (subject to limitations set forth in Section 5.12) and insurance reviews;


 


(B)             
field examinations (subject to limitations set forth in Section 5.12) 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 sole discretion of
the Administrative Agent;


 


(D)             
Taxes, fees and other charges for (1) lien searches and (2) 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


 


 






    	 	113	 



     


    

 


(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 Loan Party shall assert,
and each Borrower and each Loan Party hereby waives, any claim against the Administrative Agent, any Arranger, any Issuing Bank and any
Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”) for
any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained
through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall
assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter
of Credit or the use of the proceeds thereof; provided that, nothing in this Section 9.03(b) shall relieve any Borrower or any
Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c), against any special, indirect, consequential
or punitive damages asserted against such Indemnitee by a third party.


 


(c)               
Indemnity. The Loan Parties shall, jointly and severally, indemnify the Administrative Agent, each Arranger, the Issuing
Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of
(i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, (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 action taken in connection with this Agreement, including, but not limited to, the payment of principal, interest and fees (iv)
any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the 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), (v) 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, (vi) 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 a Loan
Party for Taxes pursuant to Section 2.17, or (vii) any actual or prospective Proceeding relating to any of the foregoing, whether or not
such Proceeding is brought by any Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and whether
based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses are determined by a court of competent
jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.
This Section 9.03(c) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax
claim.


 


 






    	 	114	 



     


    

 


(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, each Issuing Bank and the Swingline Lender, and each Related Party of
any of the foregoing Persons (each, an “Agent-Related Person”) (to the extent not reimbursed by a Loan Party 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 Revolving 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 Revolving
Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any
of the foregoing; provided that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or
asserted against such Agent-Related Person in its capacity as such; provided, further, that no Lender shall be liable for
the payment of any portion of such Liabilities, costs, expenses or disbursements that are found by a final and non-appealable decision
of a court of competent jurisdiction to have resulted primarily from such Agent-Related Person’s gross negligence or willful misconduct.
The agreements in this Section shall survive the termination of this Agreement and Payment in Full of the Secured Obligations.


 


(e)               
Payments. All amounts due under this Section 9.03 shall be payable promptly after written demand therefor.


 


SECTION 9.04. Successors
and Assigns. (a)  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit),
except that (i) no 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 any 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.


 


(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
Revolving Commitment, participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such
consent not to be unreasonably withheld) of:


 


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


 


(B)             
the Administrative Agent;


 


 






    	 	115	 



     


    

 


(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 or an Affiliate of a Lender or an Approved Fund or an assignment of the entire
remaining amount of the assigning Lender’s Revolving Commitment or Loans of any Class, the amount of the Revolving 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; and


 


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


 


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) a 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 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 Revolving 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.


 


 






    	 	116	 



     


    

 


(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 shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph
(c) of this Section.


 


(iv)             
The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices
a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Revolving 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 Issuing Bank or the Swingline
Lender, sell participations to one or more banks or other entities (a “Participant”) other than an Ineligible Institution
in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving 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 Section 2.17(f) and (g) (it being understood
that the documentation required under Section 2.17(f) shall be delivered to the participating Lender and the information and documentation
required under Section 2.17(g) will be delivered to the Borrowers and the Administrative Agent)) to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees
to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall
not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender
would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that
occurs after the Participant acquired the applicable participation.


 


 






    	 	117	 



     


    

 


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(b) 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 Revolving Commitments, Loans, Letters of Credit or its other obligations
under this Agreement or any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such
Revolving 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 Revolving 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 Revolving Commitments or the termination
of this Agreement or any other Loan Document or any provision hereof or thereof.


 


 






    	 	118	 



     


    

 


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) increases or reductions of the Issuing Bank Sublimit of the Issuing Bank 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 facsimile,
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 facsimile, 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 facsimile, 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 facsimile,
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.


 


 






    	 	119	 



     


    

 


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, the 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, the 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 held by such Lender, the Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender,
the Issuing Bank or their respective Affiliates shall have made any demand under the Loan Documents and although such obligations may
be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or the 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 Bank, 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 any failure
to give or any delay in giving such notice shall not affect the validity of any such setoff or application under this Section. The rights
of each Lender, the 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, the Issuing Bank or their respective Affiliates may have. NOTWITHSTANDING THE FOREGOING, AT
ANY TIME THAT ANY OF THE SECURED OBLIGATIONS SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER SHALL EXERCISE A RIGHT
OF SETOFF, LENDER’S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY
PROVISION OF THIS AGREEMENT OR ANY LOAN DOCUMENT UNLESS IT IS TAKEN WITH THE CONSENT OF THE LENDERS REQUIRED BY SECTION 9.02 OF THIS
AGREEMENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE
OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY,
OR ENFORCEABILITY OF THE LIENS GRANTED TO ADMINISTRATIVE AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE SECURED
OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE PARTIES AS REQUIRED
ABOVE, SHALL BE NULL AND VOID. THIS PARAGRAPH SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS.


 


 






    	 	120	 



     


    

 


SECTION 9.09. Governing
Law; Jurisdiction; Consent to Service of Process. (a) The Loan Documents (other than those containing a contrary express choice of
law provision) shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of
California, 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 California.


 


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


 


(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.


 


SECTION 9.10. WAIVER OF
JURY TRIAL; JUDICIAL REFERENCE.


 


(a)               
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.


 


 






    	 	121	 



     


    

 


(b)               
IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”) BY OR AGAINST EITHER
PARTY HERETO IN CONNECTION WITH ANY CONTROVERSY, DISPUTE OR CLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS DOCUMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) (EACH, A “CLAIM”) AND THE WAIVER
SET FORTH IN THE PRECEDING PARAGRAPH IS NOT ENFORCEABLE IN SUCH ACTION OR PROCEEDING, EACH PARTY HERETO (BY ITS ACCEPTANCE HEREOF) AGREE
AS FOLLOWS:


 


(i)                
 WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN PARAGRAPH (ii) BELOW, ANY CLAIM WILL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING
IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.2, INCLUDING ANY REVISION OR REPLACEMENT
OF SUCH STATUTES OR RULES HEREAFTER ENACTED. EACH PARTY HERETO INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE
IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638, INCLUDING ANY REVISION OR REPLACEMENT OF SUCH STATUTE OR RULE HEREAFTER
ENACTED. EXCEPT AS OTHERWISE PROVIDED IN THIS AND THE OTHER RELATED DOCUMENTS, VENUE FOR THE REFERENCE PROCEEDING WILL BE IN THE STATE
OR FEDERAL COURT IN THE COUNTY OR DISTRICT WHERE VENUE IS OTHERWISE APPROPRIATE UNDER APPLICABLE LAW.


 


(ii)              
THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS
IN REAL OR PERSONAL PROPERTY; (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING, WITHOUT LIMITATION, SET-OFF); (C) APPOINTMENT OF A RECEIVER;
AND (D) TEMPORARY, PROVISIONAL OR ANCILLARY REMEDIES (INCLUDING, WITHOUT LIMITATION, WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY
RESTRAINING ORDERS OR PRELIMINARY INJUNCTIONS). THIS DOCUMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY HERETO TO EXERCISE OR OPPOSE ANY OF
THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF EACH PARTY HERETO
TO A REFERENCE PROCEEDING PURSUANT TO THIS DOCUMENT.


 


(iii)            
UPON THE WRITTEN REQUEST OF ANY PARTY HERETO, EACH PARTY HERETO SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR
JUSTICE. IF THE PARTIES HERETO DO NOT AGREE UPON A REFEREE WITHIN TEN (10) DAYS OF SUCH WRITTEN REQUEST, THEN EACH PARTY HERETO MAY REQUEST
THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B), INCLUDING ANY REVISION OR REPLACEMENT OF
SUCH STATUTE OR RULE HEREAFTER ENACTED.


 


 






    	 	122	 



     


    

 


(iv)             
ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT
WHEN EITHER PARTY HERETO SO REQUESTS, A COURT REPORTER WILL BE USED AND THE REFEREE WILL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT.
THE PARTY MAKING SUCH REQUEST SHALL HAVE THE OBLIGATION TO ARRANGE FOR AND PAY COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH
COSTS, ALONG WITH THE REFEREE’S FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.


 


(v)               
THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. EACH PARTY HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL
OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND MAY ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT
JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA. THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW
IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL LAW. THE REFEREE SHALL BE EMPOWERED
TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING, WITHOUT LIMITATION,
MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT. THE REFEREE SHALL REPORT THE REFEREE’S DECISION, WHICH REPORT SHALL ALSO INCLUDE
FINDINGS OF FACT AND CONCLUSIONS OF LAW.


 


(vi)             
EACH PARTY HERETO RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED
BY A REFEREE AND NOT BY A JURY.


 


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 (it being understood that the Persons to whom such disclosure is made will be informed
of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by
any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c)
to the extent required by any Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors)
to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) with the consent of the Borrower Representative,
(h) to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes available
to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrowers, or (i)
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.


 


 






    	 	123	 



     


    

 


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.


 


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


 


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


 


SECTION 9.13. Several
Obligations; Non-Reliance; 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.


 


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.


 


 






    	 	124	 



     


    

 


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


 


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


 


SECTION 9.18. Marketing
Consent. The Borrowers hereby authorize JPMCB and its affiliates (collectively, the “JPMCB Parties”), at their
respective sole expense, and without any prior approval by the Borrowers, to include any Borrower’s name and logo in advertising,
marketing, tombstones, case studies and training materials, and to give such other publicity to this Agreement as the JPMCB Parties may
from time to time determine in their sole discretion. The foregoing authorization shall remain in effect unless and until the Borrower
Representative notifies JPMCB in writing that such authorization is revoked.


 


SECTION 9.19. Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected
Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers 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


 


(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


 


 






    	 	125	 



     


    

 


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


 


SECTION 9.20. No Fiduciary
Duty, Etc. (a)  Each Loan Party acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no
Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit
Party is acting solely in the capacity of an arm’s length contractual counterparty to each Loan Party 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
Loan Party or any other person. Each Loan Party 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 Loan Party acknowledges and agrees that no Credit Party is advising any Loan Party as to any legal, tax, investment, accounting,
regulatory or any other matters in any jurisdiction. Each Loan Party shall consult with its own advisors concerning such matters and
shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other
Loan Documents, and the Credit Parties shall have no responsibility or liability to any Loan Party with respect thereto.


 


(b)               
Each Loan Party further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party,
together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well
as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment
banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt
and other securities and financial instruments (including bank loans and other obligations) of, any Loan Party and other companies with
which any Loan Party 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 Loan Party acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit
Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to
other companies in respect of which a Loan Party may have conflicting interests regarding the transactions described herein and otherwise.
No Credit Party will use confidential information obtained from any Loan Party by virtue of the transactions contemplated by the Loan
Documents or its other relationships with such Loan Party 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 Loan Party 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 Loan Party,
confidential information obtained from other companies.


 


SECTION 9.21. Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements
or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and
QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be
stated to be governed by the laws of the State of California and/or of the United States or any other state of the United States):


 


 






    	 	126	 



     


    

 


In the event a Covered Entity
that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such
Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such
Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the
Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the
United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported
QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than
such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed
by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that
rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect
to a Supported QFC or any QFC Credit Support.


 


SECTION 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 have 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 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 any obligation to marshal any assets in favor of any Loan Party or against or
in payment of any or all of the Secured Obligations.


 


 






    	 	127	 



     


    

 


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 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, any Loan Guarantor, any other guarantor of, or any other Person
obligated for, all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce
its payment against any collateral securing all or any part of the Guaranteed Obligations.


 


SECTION 10.03. No Discharge
or Diminishment of Loan Guaranty. (a)  Except as otherwise provided for herein, the obligations of each Loan Guarantor
hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other
than Payment in Full of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender,
alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence,
structure or ownership of any Borrower or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency,
bankruptcy, reorganization or other similar proceeding affecting any Obligated Party or their assets or any resulting release or discharge
of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have
at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender or any other Person, whether in connection
herewith or in any unrelated transactions.


 


 


 






    	 	128	 



     


    

 


(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.


 


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


 


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


 


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


 


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


 


 






    	 	129	 



     


    

 


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 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.


 


SECTION 10.11. Contribution.


 


 






    	 	130	 



     


    

 


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


 


SECTION 10.12. Liability
Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be cumulative with
all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement and the other Loan
Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any
limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the
contrary.


 


SECTION 10.13. Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this 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.


 


 






    	 	131	 



     


    

 


ARTICLE
XI

The Borrower Representative


 


SECTION 11.01. Appointment;
Nature of Relationship. The Company is hereby appointed by each of the Borrowers as its contractual representative (herein referred
to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably
authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly
set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the
express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent
to receive all of the proceeds of the Loans in the Funding Account, at which time the Borrower Representative shall promptly disburse
such Loans to the appropriate Borrower(s), provided that, in the case of a Revolving Loan, such amount shall not exceed Availability.
The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower
Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to
this Section 11.01.


 


SECTION 11.02. Powers.
The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower
Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative
shall have no implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder except any action specifically
provided by the Loan Documents to be taken by the Borrower Representative.


 


SECTION 11.03. Employment
of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any other
Loan Document by or through authorized officers.


 


SECTION 11.04. Notices.
Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default or Event of Default hereunder referring
to this Agreement describing such Default or Event of Default and stating 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 Borrower 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; Borrowing Base Certificate. The Borrowers hereby empower and authorize the Borrower Representative, on behalf
of the Borrowers, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements, certificates,
documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including, without limitation,
the Borrowing Base Certificates and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative
or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative
of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon
all of the Borrowers.


 


 






    	 	132	 



     


    

 


SECTION 11.07. Reporting.
Each Borrower hereby agrees that such Borrower shall furnish promptly after each fiscal month to the Borrower Representative a copy of
its Borrowing Base Certificate and any other certificate or report required hereunder or requested by the Borrower Representative on
which the Borrower Representative shall rely to prepare the Borrowing Base Certificates and Compliance Certificate required pursuant
to the provisions of this Agreement.


 


(Signature Pages
Follow)


 


 


 






    	 	133	 



     


    

 


 


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.


 


	 	
    IPOWER INC.,

    a Nevada corporation

     

    By:                                                                    

    Name:

    Title:

     

	 	
    OTHER LOAN PARTIES

     

    E MARKETING SOLUTION INC,

    a California corporation

     

    By:                                                                       

    Name:

    Title:

     

    GLOBAL PRODUCT MARKETING INC.,

    a Nevada corporation

     

    By:                                                                         

    Name:

    Title:

     



 


 


 



    	 	S-1	 



     


    




 


 


 


	 	
    JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,
    Issuing Bank and Swingline Lender

     

    By:                                                                         

    Name:

    Title:

    

     



 


 


 


 


 


 






    	 	S-2	 



     


    

 


 


COMMITMENT SCHEDULE


 


	
    Lender

     

     

     
	Revolving Commitment
	
    JPMorgan Chase Bank, N.A.

     

     

     
	$25,000,000
	
    Total

     

     

     
	$25,000,000


 


 


 


 


 


 


 


 


Commitment Schedule


 






    	 	 	 



     


    

 


 


EXHIBIT A



ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted
by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender
under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified
below (including any letters of credit, guarantees and swingline loans included in such facilities) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and other rights of the Assignor (in its capacity as a Lender) against
any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract
claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor
and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 


	1.	Assignor:	___________________________________
	 	 	 
	2.	Assignee:	___________________________________

[and is an Affiliate/Approved Fund of [identify Lender][1]]
	 	 	 
	3.	Borrowers:	iPower Inc. (the “Company”) and certain Subsidiaries of the Company party thereto
	 	 	 
	4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement	[The [amount] Credit Agreement dated as of November 12, 2021 among the Borrowers identified above, the other Loan Parties party thereto, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto]
	 	 	 
	6.	Assigned Interest:	______________________________


 


 


______________


[1]
Select as applicable.


  


 






    	 	A-1	 



     


    

 


 


	Facility Assigned	Aggregate Amount of Revolving Commitment/Loans for all Lenders	Amount of Revolving Commitment/Loans Assigned	Percentage Assigned of Revolving Commitment/Loans[2]
	Revolving Commitment	$	$	%


 


 


Effective Date: _____________ ___, 20___ [TO BE
INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The Assignee agrees to deliver to the Administrative
Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level
information (which may contain material non-public information about the Company, the other Loan Parties and their Related Parties or
their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance
procedures and applicable laws, including Federal and state securities laws.


 


The terms set forth in this Assignment and Assumption
are hereby agreed to:


 


	 	
    ASSIGNOR

     

    [NAME OF ASSIGNOR]

     

    By:                                                         

    Title:

     

	 	
    ASSIGNEE

     

    [NAME OF ASSIGNEE]

     

    By:                                                           

    Title:

     



 


_____________


[2]
Select as applicable.


 


 






    	 	A-2	 



     


    

 


 


 


	
    [Consented to and][3]
    Accepted:

     

    JPMORGAN CHASE BANK, N.A., as

    [Administrative Agent, Issuing Bank and Swingline Lender]

     

    By:                                                                   

    Title:

     

	
    [Consented to:][4]

     

    [NAME OF RELEVANT PARTY]

     



    	By:                                                                   

    Title:

    




 


 


 


 


_________________


[3]
To be added only if the consent of the Administrative Agent, Issuing Bank and/or Swingline Lender, as applicable, is required
by the terms of the Credit Agreement.


[4] To be added only if the consent of the Borrowers and/or
other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.


 


 


 






    	 	A-3	 



     


    

 


 


 


ANNEX 1



ASSIGNMENT AND ASSUMPTION



[__________________]1






 


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.       Representations
and Warranties.


 


1.1.       Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes
no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents
or any collateral thereunder, (iii) the financial condition of any Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Loan Document, (iv) any requirements under applicable law for the Assignee to become a lender under the Credit
Agreement or to charge interest at the rate set forth therein from time to time, or (v) the performance or observance by any Borrower,
any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2.       Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are required to
be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations
of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest
and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring
assets of this type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance on the Administrative Agent, any Arranger, the Assignor
or any other Lender or any of their respective Related Parties, and (vi) attached to the Assignment and Assumption is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees
that (i) it will, independently and without reliance on the Administrative Agent, any Arranger, the Assignor or any other Lender or any
of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.


 


2.       Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and
to the Assignee for amounts which have accrued from and after the Effective Date.


 


 






    	 	A-4	 



     


    

 


3.       General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute
one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic
Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Approved Electronic Platform
shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall
be governed by, and construed in accordance with, the law of the State of California.


 


 


 


 


 






    	 	A-5	 



     


    

 


EXHIBIT B

BORROWING BASE CERTIFICATE


 


	 	J.P.MorganBORROWING
    BASE REPORT
	 	 	Rpt #	 
	Obligor Number:	 	 	 	Date:	 
	Loan Number:	Period Covered:___________ to ____________
	
      

    COLLATERAL CATEGORY 

     
	Credit Card Receivables	
      

    A/R

     
	
      

    Inventory

     
	
     

     Total Eligible Collateral

     

	Description	 	 	 	 
	1   Beginning Balance (Previous report - Line 8)	 	 	 
	2   Additions to Collateral (Gross Sales or Purchases)	 	 	 
	3   Other Additions (Add back any non-A/R cash in line 3)	 	 	 
	4   Deductions to Collateral (Cash Received)	 	 	 
	5   Deductions to Collateral (Discounts, other)	 	 	 
	6   Deductions to Collateral (Credit Memos, all)	 	 	 
	7   Other non-cash credits to A/R	 	 	 
	8   Total Ending Collateral Balance	 	 	 
	9   Less Ineligible - Past Due	 	 	 
	10   Less Ineligible - Title	 	 	 
	11   Less Ineligible - Lien	 	 	 
	12   Less Ineligible - Contra	 	 	 
	13  Less Ineligible - Other (attached schedule)	 	 	 
	14  Total Ineligibles – Credit Card Receivable	 	 	 
	15   Less Ineligible - Past Due	 	 	 
	16  Less Ineligible  - Cross-age (___%) 	 	 	 
	17  Less Ineligible – Foreign	 	 	 
	18  Less Ineligible – Contra	 	 	 
	19  Less Ineligible - Other (attached schedule)	 	 	 
	20  Total Ineligibles - Accounts Receivable	 	 	 
	 	 	 	 
	21  Less Ineligible -- Inventory Slow-moving	 	 	 
	22  Less Ineligible -- Inventory Offsite not covered	 	 	 
	23  Less Ineligible -- Inventory WIP	 	 	 
	24  Less Ineligible – Consigned	 	 	 
	25  Less Ineligible -- Other (attached schedule)	 	 	 
	26  Total Ineligible Inventory	 	 	 
	 	 	 	 
	27  Total Eligible Collateral	 	 	 
	28  Advance Rate Percentage	 	%	%
	29  Net Available - Borrowing Base Value	 	 	 
	30  Reserves (other)	 	 	 
	31  Total Borrowing Base Value	 	 	 
	31A Total Availability/CAPS	 	 	 
	32  Revolver Line	 	 	 	Total Revolver Line	 
	33  Maximum Borrowing Limit (Lesser of 31 or 32)*	 	 	 	Total Available	 
	33A Suppressed Availability	 	 	 	 



 


 






    	 	B-1	 



     


    

 


 


	                   LOAN STATUS	 	 	 	 
	34 Previous Loan Balance (Previous Report Line 37)	 	 	 
	
    35 Less: A. Net Collections (Same as line 4) 

    B. Adjustments/Other _______________ 
	 	 	 
	
    36 Add: A. Request for Funds 

    B. Adjustments/Other _______________ 
	 	 	 
	37 New Loan Balance	 	 	 
	38 Letter of Credit/BA’s outstanding	 	 	 
	39 Availability Not Borrowed (Lines 33 less 37 & 38)	 	 	 
	 	 	 	 	Total New Loan Balance:
	40 OVERALL EXPOSURE (lines 37 & 38)	 	 
	 	 
	 	
    Pursuant to, and in accordance with, the
terms and provisions of that certain Credit Agreement dated as of November 12, 2021 (as it may be amended or modified from time to time,
the “Agreement”) among iPower Inc. (the “Company”) and certain Subsidiaries of the Company party thereto (together,
the “Borrowers”), the other Loan Parties, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
for the Lenders, the Borrower is executing and delivering to the Administrative Agent this Borrowing Base Report accompanied by supporting
data (collectively referred to as the “Report”). The Borrower represents and warrants to the Administrative Agent that this
Report is true and correct, and is based on information contained in Borrower’s own financial accounting records. The Borrower,
by the execution of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement,
and certifies on this ___ day of ________________, 20__, that the Borrower is in compliance with the Agreement. Unless otherwise defined
herein, capitalized terms used herein have the meanings ascribed thereto in the Agreement. 

     

	 	
    BORROWER NAME:

     

     
	AUTHORIZED SIGNATURE:
	 	 	 	 	 	 	 


 


 


 



    	 	B-2	 



     


    




 


EXHIBIT C



COMPLIANCE CERTIFICATE








 


	To:	The Lenders parties to the

Credit Agreement Described Below


 


This Compliance Certificate
is furnished pursuant to that certain Credit Agreement dated as of November 12, 2021 (as amended, modified, renewed or extended from time
to time, the “Agreement”) among iPower Inc. (the “Company”) and certain Subsidiaries of the Company party thereto
(together, the “Borrowers”), the other Loan Parties, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed
thereto in the Agreement.


 


THE UNDERSIGNED HEREBY CERTIFIES,
ON ITS BEHALF AND ON BEHALF OF THE BORROWERS, THAT:


 


1.       I
am the duly elected _____________________ of the Borrower Representative;


 


2.       I
have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions
and conditions of the Company and its Subsidiaries during the accounting period covered by the attached financial statements and such
financial statements present fairly in all material respects the financial condition and results of operations of the Borrowers and their
consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments
and the absence of footnotes;


 


3.       The
examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence of any
condition or event which constitutes a Default during or at the end of the accounting period covered by the attached financial statements
or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date of the
audited financial statements referred to in Section 3.04 of the Agreement;


 


4.       I
hereby certify that no Loan Party has changed (i) its name, (ii) its chief executive office, (iii) principal place of business, (iv) the
type of entity it is or (v) its state of incorporation or organization without having given the Administrative Agent the notice required
by Section 4.15 of the Security Agreement;


 


5.       Schedule
I attached hereto sets forth financial data and computations evidencing the Borrowers’ compliance with certain covenants of the
Agreement, all of which data and computations are true, complete and correct[5];
and


 


6.       Schedule
II hereto sets forth the computations necessary to determine the Applicable Rate commencing on the Business Day this certificate is delivered.


 


 


 


___________________


[5]
Schedule I must include detailed calculation tables for all components of the financial covenant calculations.


 


 






    	 	C-1	 



     


    

 


Described below are the exceptions,
if any, to paragraph 3 by listing, in detail, the (i) nature of the condition or event, the period during which it has existed and the
action which the Borrowers have taken, are taking, or propose to take with respect to each such condition or event or (i) the change in
GAAP or the application thereof and the effect of such change on the attached financial statements:


  


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 






 


The foregoing certifications,
together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this _____ day of _________________, _____.


 


 


 


	 	
    IPOWER INC.,

    as Borrower Representative

     

    By:                                                                          

    Name:

    Title:

     



 


 


 



    	 	C-2	 



     


    




 


SCHEDULE I



Compliance as of _________, ____ with

Provisions of ___________ and ___________ of the Agreement


 


[Schedule I must include detailed
calculation tables for all components of the financial covenant]


 


 


 


 






    	 	C-3	 



     


    

 


 


SCHEDULE II



Borrowers’ Applicable Rate Calculation


 


Computation:____________________


 


Category from Grid in Definition of Applicable
Rate: __________________


 


 


 


 


 


 


 






    	 	C-4	 



     


    

 


 


EXHIBIT D



JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT (this
“Agreement”), dated as of __________, ____, 20__, is entered into between ________________________________, a _________________
(the “New Subsidiary”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”)
under that certain Credit Agreement dated as of November 12, 2021 (as the same may be amended, modified, extended or restated from time
to time, the “Credit Agreement”) among iPower Inc. (the “Company”) and certain Subsidiaries of the Company party
thereto (together, the “Borrowers”), the other Loan Parties party thereto, the Lenders party thereto and the Administrative
Agent for the Lenders. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit
Agreement.


 


The New Subsidiary and the
Administrative Agent, for the benefit of the Lenders, hereby agree as follows:


 


1.       The
New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to
be a Loan Party under the Credit Agreement and a “Loan Guarantor” for all purposes of the Credit Agreement and shall have
all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary
hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit
Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article III of
the Credit Agreement, *[and]* (b) all of the covenants set forth in Articles V and VI of the Credit Agreement *[and
(c) all of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting the generality of the foregoing terms
of this paragraph 1, the New Subsidiary, subject to the limitations set forth in Sections 10.10 and 10.13 of the Credit Agreement, hereby
guarantees, jointly and severally with the other Loan Guarantors, to the Administrative Agent and the Lenders, as provided in Article
X of the Credit Agreement, the prompt payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity,
as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guaranteed
Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise),
the New Subsidiary will, jointly and severally together with the other Loan Guarantors, promptly pay and perform the same, without any
demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations,
the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise)
in accordance with the terms of such extension or renewal.]* *[The New Subsidiary has delivered to the Administrative Agent an
executed Loan Guaranty.]*


 


2.       If
required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral Documents
(and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.


 


3.       The
address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:


 


	 	 	 
	 	 	 
	 	 	 





 


 


 






    	 	D-1	 



     


    

 


4.       The
New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon the execution
of this Agreement by the New Subsidiary.


 


5.       This
Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument.


 


6.       THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF CALIFORNIA.


 


IN WITNESS WHEREOF, the New
Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the
Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


 


 


 


	 	
    [NEW SUBSIDIARY]

     

    By:________________________________________

    Name:______________________________________

    Title:_______________________________________

     

	 	
    Acknowledged and accepted:

     

    JPMORGAN CHASE BANK, N.A.,

    as Administrative Agent

     

    By:________________________________________

    Name:______________________________________

    Title:_______________________________________

     



 


 


 


 


 






    	 	D-2