Exhibit 10.1


 


SECOND AMENDMENT TO CREDIT AGREEMENT


 


THIS SECOND AMENDMENT
TO CREDIT AGREEMENT (this “Amendment”), dated as of November 12, 2020, is entered into by and among CLARUS
CORPORATION, a Delaware corporation (the “Company”), BLACK DIAMOND RETAIL, INC., a Delaware corporation (“BDR”),
BLACK DIAMOND RETAIL – ALASKA, LLC, a Delaware limited liability company (“BDR-AK”), SIERRA BULLETS,
L.L.C., a Delaware limited liability company (“Sierra”), SKINOURISHMENT, LLC, a Delaware limited liability
company (“Skin”), BLACK DIAMOND RETAIL – COLORADO, LLC, a Delaware limited liability company (“BDR-CO”),
BLACK DIAMOND RETAIL – MONTANA, LLC, a Delaware limited liability company (“BDR-MO”) and BARNES BULLETS
 – MONA, LLC, a Delaware limited liability company (“Barnes” and together with the Company, BDR, BDR-AK,
Sierra, Skin, BDR-CO and BDR-MO and 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 (as defined below)
party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, “Administrative
Agent”).


 


RECITALS


 


	A.	Borrowers,
                                         the other parties signatory thereto as “Loan Parties” (each individually,
                                         a “Loan Party” and collectively, the “Loan Parties”),
                                         Administrative Agent, and the financial institutions party thereto as lenders (each individually,
                                         a “Lender” and collectively, the “Lenders”) have
                                         previously entered into that certain Credit Agreement, dated as of May 3, 2019 (as amended
                                         by a certain First Amendment to Credit Agreement, dated May 28, 2019, as further amended,
                                         restated, supplemented or otherwise modified from time to time, the “Credit
                                         Agreement”), pursuant to which the Lenders have made certain loans and financial
                                         accommodations available to Borrowers. Terms used herein without definition shall have
                                         the meanings ascribed to them in the Credit Agreement.



 


	B.	Borrowers
                                         and the other Loan Parties have requested that Administrative Agent and the Lenders amend
                                         the Credit Agreement, and Administrative Agent and the Lenders are willing to amend the
                                         Credit Agreement pursuant to the terms and conditions set forth herein.



 


	C.	Each
                                         Borrower and each other Loan Party is entering into this Amendment with the understanding
                                         and agreement that, except as specifically provided herein, none of Administrative Agent’s
                                         or any Lender’s rights or remedies as set forth in the Credit Agreement and the
                                         other Loan Documents are being waived or modified by the terms of this Amendment.



 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


		1.	Amendments
                                         to Credit Agreement.



 


		a.	The
                                         Credit Agreement shall be 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)
                                         set forth in the pages of the amended Credit Agreement attached to this Amendment as
                                         Exhibit A.



 






     


     


    

 


		b.	The
                                         Commitment Schedule and Schedule 3.05 to the Credit Agreement shall be amended and replaced
                                         in their entirety with such Commitment Schedule and Schedule 3.05 attached to the Credit
                                         Agreement in Exhibit A.



 


2.           Conditions
Precedent to Effectiveness of this Amendment. The following shall have occurred before this Amendment is effective (the date
of the satisfaction of such conditions being the “Effective Date”):


 


		a.	Amendment.
                                         Administrative Agent shall have received this Amendment fully executed by the Borrowers,
                                         the other Loan Parties, and the Lenders.



 


		b.	Fee
                                         Letter. The Administrative Agent shall have received fee letter, dated as of the
                                         Effective Date, and fully executed by the Borrowers and the other parties thereto (the
                                         “Second Amendment Fee Letter”).



 


		c.	Closing
                                         Certificates; Certified Certificates of Incorporation; Good Standing Certificates.
                                         The Administrative Agent shall have received (i) a certificate of each Loan Party, dated
                                         as of 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 the
                                         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 by-laws 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 and (ii)
                                         stating that the representations and warranties contained in the Loan Documents are true
                                         and correct as of such date.



 


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



 


		f.	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 Loan Parties 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 Loan Parties 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 Amendment,
                                         the condition set forth in this clause (ii) shall be deemed to be satisfied).



 






    	 	2	 



     


    

 


		g.	Fees.
                                         The Lenders and the Administrative Agent shall have received all fees required to be
                                         paid (including pursuant to the Second Amendment Fee Letter), and all expenses for which
                                         invoices have been presented (including the
reasonable fees and expenses of legal counsel), on or before the Effective Date.



 


		h.	Representations
                                         and Warranties. The representations and warranties of the Loan Parties set forth
                                         herein and in the Loan Documents must be true and correct in all material respects with
                                         the same effect as though made on the date hereof (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).



 


		3.	Representations
                                         and Warranties.Each Borrower and each other Loan Party represents and warrants
                                         as follows:



 


		a.	Authority.
                                         Each Borrower and each other Loan Party has the requisite corporate or limited liability,
                                         as applicable, power and authority to execute and deliver this Amendment, and to perform
                                         its obligations hereunder and under the Loan Documents (as amended or modified hereby)
                                         to which it is a party. The execution, delivery, and performance by each Borrower and
                                         each other Loan Party of this Amendment have been duly approved by all necessary organizational
                                         actions and do not contravene any law or any contractual restriction binding on such
                                         Borrower or such Loan Party.



 


		b.	Enforceability.
                                         This Amendment has been duly executed and delivered by each Borrower and each other Loan
                                         Party. This Amendment and each Loan Document (as amended or modified hereby) is the legal,
                                         valid, and binding obligation of each Borrower and each other Loan Party, enforceable
                                         against each Borrower and each other Loan Party in accordance with its terms, and is
                                         in full force and effect.



 


		c.	Representations
                                         and Warranties. The representations and warranties of the Loan Parties in the Loan
                                         Documents are true and correct in all material respects with the same effect as though
                                         made on the date hereof (it being understood and agreed that any representation or warranty
                                         which by its terms is made as of a specified date is 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).



 


		d.	No
                                         Default. No event has occurred and is continuing that constitutes a Default or Event
                                         of Default.



 


4.           Choice
of Law. This Amendment shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts)
of the State of New York, but giving effect to federal laws applicable to national banks.


 


5.           Counterparts.
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. Delivery of an executed counterpart
of a signature page of this Amendment by, subject to Section 9.06(b) of the Credit Agreement, that is an Electronic Signature
transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page
shall be effective as delivery of a manually executed counterpart of this Amendment.


 






    	 	3	 



     


    

 


6.           Reference
to and Effect on the Loan Documents.


 


	 	a.	Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.



 


		b.	Except
                                         as specifically set forth in this Amendment, the Credit Agreement and all other Loan
                                         Documents, including the Liens granted therein, are and shall continue to be in full
                                         force and effect and are hereby in all respects ratified, and confirmed and shall constitute
                                         the legal, valid, binding, and enforceable obligations of Borrowers and the other Loan
                                         Parties to Administrative Agent and the Lenders without defense, offset, claim, or contribution.



 


		c.	The
                                         execution, delivery and effectiveness of this Amendment shall not, except as expressly
                                         provided herein, operate as a waiver of any right, power, or remedy of Administrative
                                         Agent or any Lender under any of the Loan Documents, nor constitute a waiver of any provision
                                         of any of the Loan Documents.



 


7.           Ratification.
Each Borrower and each other Loan Party hereby restates, ratifies and reaffirms each and every term and condition set forth in
the Credit Agreement, as amended hereby, and the Loan Documents, including the Liens granted therein, effective as of the date
hereof.


 


8.           Estoppel.
To induce Administrative Agent and Lenders to enter into this Amendment and to induce Administrative Agent and the Lenders to
continue to make advances to Borrowers under the Credit Agreement, each Borrower and each other Loan Party hereby acknowledges
and agrees that, after giving effect to this Amendment, as of the date hereof, there exists no Default or Event of Default and
no right of offset, defense, counterclaim, or objection in favor of any Borrower or any other Loan Party as against Administrative
Agent or any Lender with respect to the Obligations.


 


9.           Integration.
This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the
subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.


 


10.         Severability.
In case any provision in this Amendment shall be invalid, illegal, or unenforceable, such provision shall be severable from the
remainder of this Amendment and the validity, legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


 


11.         Submission
of Amendment. The submission of this Amendment to the parties or their agents or attorneys for review or signature does not
constitute a commitment by Administrative Agent or any Lender to waive any of their respective rights and remedies under the Loan
Documents, and this Amendment shall have no binding force or effect until all of the conditions to the effectiveness of this Amendment
have been satisfied as set forth herein.


 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 






    	 	4	 



     


    

 


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


 


	 	BORROWERS:
	 	 
	 	CLARUS CORPORATION,
	 	a Delaware corporation
	 	 
	 	 
	 	By	 /s/ Aaron J. Kuehne
	 	 	Name: 	Aaron J. Kuehne
	 	 	Title:  	Chief Financial Officer, Chief Administrative Officer, Treasurer and Secretary



 


	 	BLACK DIAMOND RETAIL, INC.,
	 	a Delaware corporation
	 	 
	 	 
	 	By	 /s/ Aaron J. Kuehne
	 	 	Name: 	Aaron J. Kuehne
	 	 	Title:  	Chief Financial Officer and Secretary



 


	 	BLACK DIAMOND RETAIL – ALASKA, LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	 	Name: 	Aaron J. Kuehne
	 	 	Title:  	Chief Financial Officer and Secretary



 


	 	SIERRA BULLETS, L.L.C.,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By 	/s/ Aaron J. Kuehne
	 	 	Name: 	Aaron J. Kuehne
	 	 	Title: 	Secretary



 


	 	SKINOURISHMENT, LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By 	/s/ Aaron J. Kuehne
	 	 	Name: 	Aaron J. Kuehne
	 	 	Title: 	Treasurer and Secretary


 


[Signature
Page to Second Amendment to Credit Agreement]


 






    


     


    

 


	 	BLACK DIAMOND RETAIL – COLORADO, LLC, 

a Delaware limited liability company
	 	 
	 	By 	/s/ Aaron J. Kuehne
	 	 	Name: 	Aaron J. Kuehne
	 	 	Title: 	Chief Financial Officer and Secretary



 


	 	BLACK DIAMOND RETAIL – MONTANA, LLC, 

a Delaware limited liability company
	 	 
	 	By	 /s/ Aaron J. Kuehne
	 	 	Name: 	Aaron J. Kuehne
	 	 	Title: 	Chief Financial Officer and Secretary



 


	 	BARNES BULLETS – MONA, LLC, 

a Delaware limited liability company
	 	 
	 	By 	/s/ Aaron J. Kuehne
	 	 	Name: 	Aaron J. Kuehne
	 	 	Title: 	Secretary



 


[Signature
Page to Second Amendment to Credit Agreement]


 






    


     


    

 


	 	OTHER LOAN PARTIES:
	 	 
	 	BLACK DIAMOND EQUIPMENT, LTD.,
	 	a Delaware corporation
	 	 
	 	By	 /s/ Aaron J. Kuehne
	 	 	Name:	 Aaron J. Kuehne
	 	 	Title: 	Chief Financial Officer and Secretary


 


	 	EVEREST/SAPPHIRE ACQUISITION, LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By 	/s/ Aaron J. Kuehne
	 	 	Name: 	Aaron J. Kuehne
	 	 	Title: 	Secretary and Treasurer



 


	 	BD EUROPEAN HOLDINGS, LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By 	/s/ Aaron J. Kuehne
	 	 	Name: 	Aaron J. Kuehne
	 	 	Title: 	Secretary and Treasurer


 


[Signature
Page to Second Amendment to Credit Agreement]


 






    


     


    

 


	 	ADMINISTRATIVE AGENT:
	 	 
	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 
	 	 
	 	By 	/s/ Kristin L. Gubler
	 	 	Name: 	Kristen L. Gubler
	 	 	Title: 	Authorized Signer



 


	 	LENDERS:
	 	 
	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 
	 	By 	/s/ Kristin L. Gubler
	 	 	Name: 	Kristen L. Gubler
	 	 	Title: 	Authorized Signer



 


[Signature
Page to Second Amendment to Credit Agreement]


 






    


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION
	 	 
	 	 
	 	By	 Barbara R. Gandy
	 	 	Name: 	Barbara R. Gandy
	 	 	Title: 	Vice President



 


[Signature
Page to Second Amendment to Credit Agreement]


 






    


     


    

 


	 	ZIONS BANCORPORATION, NATIONAL ASSOCIATION, DBA ZIONS BANK
	 	 
	 	 
	 	By	 /s/ James K. Hawker
	 	 	Name: 	James K. Hawker
	 	 	Title: 	Vice President



 


[Signature
Page to Second Amendment to Credit Agreement]


 






    


     


    

 


EXHIBIT A


 


Composite Credit Agreement


 






    


     


    

 



 


Conformed through
First Amendment to Credit Agreement, dated May 28, 2019


 


EXHIBIT A


 





	 



  


CREDIT
AGREEMENT



dated as of



May 3, 2019,

as amended on May 28, 2019, and


as further
amended on November 12, 2020



 


among


 


CLARUS CORPORATION,

BLACK DIAMOND RETAIL, INC.,


 


BLACK DIAMOND RETAIL - ALASKA, LLC,


 


SIERRA BULLETS, L.L.C.,


 


SKINOURISHMENT, LLC,

BLACK DIAMOND RETAIL – COLORADO, LLC,

BLACK DIAMOND RETAIL – MONTANA, LLC, and

BARNES BULLETS – MONA, LLC

as Borrowers


 


The other Loan Parties Party Hereto


 


The Lenders Party Hereto


 


and


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent



____________________________________

____________________________________



 




JPMORGAN CHASE BANK, N.A.,

as Sole Bookrunner and Sole Lead Arranger


 


	 









    


     


    

 


	TABLE OF CONTENTS
	 	 	 	 
	 	 	 	Page
	 	 	 	 
	ARTICLE I	DEFINITIONS	1
	SECTION 1.01.	 	Defined Terms	1
	SECTION 1.02.	 	Classification of Loans and Borrowings	40
	SECTION 1.03.	 	Terms Generally	40
	SECTION 1.04.	 	Accounting Terms; GAAP	40
	SECTION 1.05.	 	Currency Translations; Currency Matters	41
	SECTION 1.06.	 	Status of Obligations	42
	SECTION 1.07.	 	Interest Rates; LIBOR Notification	43
	SECTION 1.08.	 	Letters of Credit	43
	SECTION 1.09.	 	Divisions	43
	ARTICLE II	THE CREDITS	44
	SECTION 2.01.	 	Revolving Commitments	44
	SECTION 2.02.	 	Loans and Borrowings	44
	SECTION 2.03.	 	Requests for Borrowings	45
	SECTION 2.04.	 	[Intentionally Omitted].	46
	SECTION 2.05.	 	Swingline Loans	46
	SECTION 2.06.	 	Letters of Credit	47
	SECTION 2.07.	 	Funding of Borrowings	51
	SECTION 2.08.	 	Interest Elections	52
	SECTION 2.09.	 	Termination of Commitments; Increase in Commitments	53
	SECTION 2.10.	 	Repayment and Amortization of Loans; Evidence of Debt	56
	SECTION 2.11.	 	Prepayment of Loans	56
	SECTION 2.12.	 	Fees	58
	SECTION 2.13.	 	Interest	59
	SECTION 2.14.	 	Alternate Rate of Interest; Illegality	60
	SECTION 2.15.	 	Increased Costs	63
	SECTION 2.16.	 	Break Funding Payments	64
	SECTION 2.17.	 	Withholding of Taxes; Gross-Up	65
	SECTION 2.18.	 	Payments Generally; Allocation of Proceeds; Sharing of Set-offs	69
	SECTION 2.19.	 	Mitigation Obligations; Replacement of Lenders	71
	SECTION 2.20.	 	Defaulting Lenders	72
	SECTION 2.21.	 	Returned Payments	74




 


 



    i


     


    

 


	SECTION 2.22.	 	 Banking Services and Swap Agreements	74
	ARTICLE III	REPRESENTATIONS AND WARRANTIES	74
	SECTION 3.01.	 	Organization; Powers	74
	SECTION 3.02.	 	 Authorization; Enforceability	75
	SECTION 3.03.	 	 Governmental Approvals; No Conflicts	75
	SECTION 3.04.	 	 Financial Condition; No Material Adverse Change	75
	SECTION 3.05.  	 	 Properties	75
	SECTION 3.06.  	 	 Litigation and Environmental Matters	76
	SECTION 3.07.  	 	 Compliance with Laws and Agreements; No Default	76
	SECTION 3.08.  	 	 Investment Company Status	76
	SECTION 3.09.  	 	 Taxes	76
	SECTION 3.10.  	 	 ERISA	76
	SECTION 3.11.  	 	 Disclosure	77
	SECTION 3.12.  	 	 Material Agreements	77
	SECTION 3.13.  	 	 Solvency	77
	SECTION 3.14.  	 	 Insurance	78
	SECTION 3.15.  	 	 Capitalization and Subsidiaries	78
	SECTION 3.16.  	 	 Security Interest in Collateral	78
	SECTION 3.17.  	 	 Employment Matters	79
	SECTION 3.18.  	 	 Federal Reserve Regulations	79
	SECTION 3.19.  	 	 Use of Proceeds	79
	SECTION 3.20.  	 	 No Burdensome Restrictions	79
	SECTION 3.21.  	 	 Anti-Corruption Laws and Sanctions	79
	SECTION 3.23.  	 	 Common Enterprise	80
	SECTION 3.24.  	 	 EEA Financial Institutions	80
	SECTION 3.25.  	 	 Carrying on Business; Assets	80
	ARTICLE IV	CONDITIONS	80
	SECTION 4.01.	 	 Effective Date	80
	SECTION 4.02.	 	 Each Credit Event	83
	ARTICLE V	AFFIRMATIVE COVENANTS	 84
	SECTION 5.01.	 	 Financial Statements; Other Information	84
	SECTION 5.02.	 	 Notices of Material Events	86
	SECTION 5.03.	 	 Existence; Conduct of Business	87










 






    ii


     


    

 


	SECTION 5.04.	 	Payment of Obligations	88
	SECTION 5.05.	 	Maintenance of Properties	88
	SECTION 5.06.	 	Books and Records; Inspection Rights	88
	SECTION 5.07.	 	Compliance with Laws and Material Contractual Obligations	89
	SECTION 5.08.	 	Use of Proceeds	89
	SECTION 5.09.	 	Accuracy of Information	90
	SECTION 5.10.	 	Insurance	90
	SECTION 5.11.	 	Casualty and Condemnation	90
	SECTION 5.12.	 	Depository Banks	90
	SECTION 5.13.	 	Additional Collateral; Further Assurances	91
	SECTION 5.14.	 	Other Debt	92
	SECTION 5.15.	 	Post-Closing	92
	ARTICLE VI	NEGATIVE COVENANTS	93
	SECTION 6.01.	 	Indebtedness	93
	SECTION 6.02.	 	Liens	96
	SECTION 6.03.	 	Fundamental Changes	98
	SECTION 6.04.	 	Investments, Loans, Advances, Guarantees and Acquisitions	99
	SECTION 6.05.	 	Asset Sales	101
	SECTION 6.06.	 	Sale and Leaseback Transactions	102
	SECTION 6.07.	 	Swap Agreements	103
	SECTION 6.08.	 	Restricted Payments; Certain Payments of Indebtedness	103
	SECTION 6.09.	 	Transactions with Affiliates	104
	SECTION 6.10.	 	Restrictive Agreements	104
	SECTION 6.11.	 	Amendment of Material Documents	105
	SECTION 6.12.	 	Consolidated Total Leverage Ratio	105
	SECTION 6.13.	 	Consolidated Fixed Charge Coverage Ratio	105
	ARTICLE VII	EVENTS OF DEFAULT	105
	ARTICLE VIII	THE ADMINISTRATIVE AGENT	108
	SECTION 8.01.	 	Appointment	108
	SECTION 8.02.	 	Rights as a Lender	109
	SECTION 8.03.	 	Duties and Obligations	109




 






    iii


     


    

 


	SECTION 8.04.	 	Reliance	110
	SECTION 8.05.	 	Actions through Sub-Agents	110
	SECTION 8.06.	 	Resignation	110
	SECTION 8.07.	 	Non-Reliance	111
	SECTION 8.08.	 	Certain ERISA Matters	112
	SECTION 8.09.	 	Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	113
	SECTION 8.10.	 	Flood Laws	113
	ARTICLE IX	MISCELLANEOUS	114
	SECTION 9.01.	 	Notices	114
	SECTION 9.02.	 	Waivers; Amendments	117
	SECTION 9.03.	 	Expenses; Indemnity; Damage Waiver	119
	SECTION 9.04.	 	Successors and Assigns	122
	SECTION 9.05.	 	Survival	126
	SECTION 9.06.	 	Counterparts; Integration; Effectiveness; Electronic Execution	126
	SECTION 9.07.	 	Severability	128
	SECTION 9.08.	 	Right of Setoff	128
	SECTION 9.09.	 	Governing Law; Jurisdiction; Consent to Service of Process	128
	SECTION 9.10.	 	WAIVER OF JURY TRIAL	129
	SECTION 9.11.	 	Headings	129
	SECTION 9.12.	 	Confidentiality	129
	SECTION 9.13.	 	Several Obligations; Nonreliance; Violation of Law	130
	SECTION 9.14.	USA PATRIOT Act	131
	SECTION 9.15.	 	Disclosure	131
	SECTION 9.16.	 	Appointment for Perfection	131
	SECTION 9.17.	 	Interest Rate Limitation	131
	SECTION 9.18.	 	Marketing Consent	131
	SECTION 9.19.	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	132
	SECTION 9.20.	 	No Fiduciary Duty, etc	132
	ARTICLE X	LOAN GUARANTY	133
	SECTION 10.01.	 	Guaranty	133




 






    iv


     


    

 


 


	SECTION 10.02.	 	 Guaranty of Payment	133
	SECTION 10.03.  	 	No Discharge or Diminishment of Loan Guaranty	133
	SECTION 10.04.  	 	Defenses Waived	134
	SECTION 10.05.  	 	Rights of Subrogation	135
	SECTION 10.06.  	 	Reinstatement; Stay of Acceleration	135
	SECTION 10.07.  	 	Information	135
	SECTION 10.08.  	 	Termination	135
	SECTION 10.09.  	 	Taxes	135
	SECTION 10.10.  	 	Maximum Liability	136
	SECTION 10.11.  	 	Contribution	136
	SECTION 10.12.  	 	Liability Cumulative	137
	SECTION 10.13.  	 	Keepwell	137
	SECTION 10.14.  	 	Acknowledgement Regarding Any Supported QFCs	137
	SECTION 10.15.  	 	Joint and Several	138
	ARTICLE XI	THE BORROWER REPRESENTATIVE	139
	SECTION 11.01.  		Appointment; Nature of Relationship	139
	SECTION 11.02.  	 	Powers	139
	SECTION 11.03.  	 	Employment of Agents	139
	SECTION 11.04.  	 	Intentionally Omitted	140
	SECTION 11.05.  	 	Successor Borrower Representative	140
	SECTION 11.06.  	 	Execution of Loan Documents	140







 






    v


     


    

 


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 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 Request


Exhibit C – Form of Interest Election Request


Exhibit D – Form of Joinder Agreement

Exhibit E – Form of Compliance Certificate


Exhibit F – Form of Instrument of Adherence


 






    vi


     


    

 



 


CREDIT AGREEMENT
dated as of May 3, 2019, as amended on May 28, 2019, and as further amended on November 12, 2020 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)
among CLARUS CORPORATION, a Delaware corporation (the “Company”), BLACK DIAMOND RETAIL, INC., a Delaware corporation
(“BDR”), BLACK DIAMOND RETAIL – ALASKA, LLC, a Delaware limited liability company (“BDR-AK”),
SIERRA BULLETS, L.L.C., a Delaware limited liability company (“Sierra”), and
SKINOURISHMENT, LLC, a Delaware limited liability company (“Skin”),
BLACK DIAMOND RETAIL – COLORADO, LLC, a Delaware limited liability company (“BDR-CO”), BLACK DIAMOND RETAIL
 – MONTANA, LLC, a Delaware limited liability company (“BDR-MO”) and BARNES BULLETS – MONA, LLC, a Delaware
limited liability company (“Barnes” and together with the Company, BDR, BDR-AK, and
Sierra, Skin, BDR-CO and BDR-MO and 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:


 


“ABR”,
when used in reference to 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 Alternate Base Rate.


 


“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.


 


“Additional
Lender” has the meaning assigned to such term in Section 2.09.


 


“Adjusted
LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A., 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 Parties”
has the meaning assigned to such term in Section 9.01(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 Second Amendment Effective Date, the Aggregate Revolving Commitment is $60,000,000.


 


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


 


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


 


“Aggregate
Term Loan Commitment” means the aggregate amount of the Term Loan Commitments of all of the Lenders. As of the Effective
Date, the Aggregate Term Loan Commitment is $40was
$20,000,000.


 


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


 


“Allocable
Amount” has the meaning assigned to such term in Section 10.11.


 


“ALTA”
means the American Land Title Association.


 


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) 
the Prime Rate in effect on such day, (b)  the NYFRB Rate
in effect on such day plus 1⁄2 of 1% and (c)  the Adjusted LIBO Rate
for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus
1%; provided that for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate
(or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00
a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted
LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted
LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14,
(for the avoidance of doubt, only until the Benchmark Replacement has been determined
pursuant to Section 2.14(c)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall
be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant
to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.


 






    2


     


    

 


“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 Borrower or any of its Affiliates
from time to time concerning or relating to bribery or corruption.


 


“Applicable
Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure 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 the Term Loans, a percentage equal to a fraction the numerator of which is such the sum of such Lender’s
Term Loan Commitment and outstanding Term Loans held by such Lender and the denominator of which is the sum of the Aggregate Term
Loan Commitment and aggregate outstanding Term Loans held by all Lenders (or, if the Term Loan
Funding Termination Date has occurred, a percentage equal to a fraction the numerator of which is the aggregate outstanding principal
amount of the Term Loans of such Lender and the denominator of which is the aggregate outstanding principal amount of the Term
Loans of all Term Lenders);;
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 foregoing calculation.


 


“Applicable
Rate” means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption “Revolver ABR Spread”, “Revolver
Eurodollar Spread”, “Term Loan ABR Spread”, “Term Loan Eurodollar Spread” or “Commitment Fee
Rate”, as the case may be, based upon the Consolidated Total Leverage Ratio measured on a trailing twelve month basis, as
of the most recent determination date, provided that
the “Applicable Rate” shall be the applicable rates per annum set forth below in Category 2 during the period from
the Effective Date to, and including, the last day of the first fiscal quarter of the Company ending after the Effective Date:





 


	Consolidated

 Total

 Leverage

 Ratio	Revolver

 Eurodollar Spread   	Revolver 

 ABR 

Spread   	Term
Loan

 Eurodollar 

Spread   	Term Loan  

ABR 

Spread   	Commitment

 Fee Rate
	Category 1  

 <1.50 to 1.00  	1.500%	0.500%	1.500%	0.500%	0.15%
	Category
2  



>1.50 to 1.00 and < 2.50 to 1.00  	1.875%	0.875%	1.875%	0.875%	0.20%
	Category
3 

>2.50 to 1.00      	2.250%	1.250%	2.250%	1.250%	0.25%



 






    3


     


    

 


For purposes of
the foregoing Categories, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of the
Company based upon the Company’s annual or monthly (that is a quarter end) consolidated financial statements delivered
pursuant to Section 5.01 and (b) each change in the Applicable Rate resulting from a change in the Consolidated Total
Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative
Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the
effective date of the next such change, provided that the Consolidated Total Leverage Ratio shall be deemed to be in
Category 3 at the option of the Administrative Agent or at the request of the Required Lenders if the Company fails to
deliver the annual or monthly (that is a quarter end) consolidated financial statements required to be delivered by it
pursuant to Section 5.01, during the period from the expiration of the time for delivery thereof until such consolidated
financial statements are delivered.


 


“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 approved by the Administrative Agent.


 


“Augmenting
Lender” has the meaning assigned to such term in Section 2.09(d).


 


“Austria
GmbH Debt Agreement” has the meaning assigned to such term in Section 6.04.


 


“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 payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used
for determining the length of an Interest Period 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
(f) of Section 2.14.


 






    4


     


    

 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA
Resolution Authority in respect of any liability of an EEAAffected
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 any
Lender or an Affiliate of a Lender: (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, 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.


 


“Bankruptcy
Code” means the Bankruptcy Reform Act of 1978, as codified at 11 U.S.C. §§ 101 et seq.


 


“Bankruptcy
Event” means, with respect to any Person, when such Person becomes the subject of a 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, 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, LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election,
as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO 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) or clause (c) of Section 2.14.


 






    5


     


    

 


“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 sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2)
the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 


(3)
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 and (b) the related Benchmark Replacement Adjustment;


 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is 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; provided further that,
notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition
Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement”
shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set
forth in clause (1) of this definition (subject to the first proviso above).


 


If
the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) 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:


 


(1)
for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth
in the order below that can be determined by the Administrative Agent:


 


(a)
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended
by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
the applicable Corresponding Tenor;


 






    6


     


    

 


(b)
the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement
is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA
Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor;
and


 


(2)
for purposes of clause (3) of the definition of “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 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;


 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such
Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


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


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the 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);


 


(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein; 


 






    7


     


    

 


(3)
in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to
the Lenders and the Borrower Representative pursuant to Section 2.14(d); or 


 


(4)
in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided
to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business
Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early
Opt-in Election from Lenders comprising the Required Lenders.


 


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 the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


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


 


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


 


(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 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).


 






    8


     


    

 


“Benchmark
Unavailability Period” means 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 the 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 the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with
Section 2.14.


 


“Beneficial
Owner” means, with respect to any U.S. Federal withholding Tax, the beneficial owner, for U.S. Federal income tax purposes,
to whom such Tax relates.


 


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


 


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


 


“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.


 


“Black Diamond”
means Black Diamond Equipment, Ltd., a Delaware corporation.


 


“Board”
means the Board of Governors of the Federal Reserve System of the U.S.


 


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


 


“Borrower
Materials” has the meaning assigned to such term in Section 5.01.


 


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


 


“Borrowing”
means (a) Revolving Loans of the same Type, made, converted or continued on the same date
and, in the case of Eurodollar Loans, as to which a single Interest Period is in effecta
Revolving Borrowing, (b) a Term Loan of the same Type, made, converted or continued on the same date and, in the
case of Eurodollar Loans, as to which a single Interest Period is in effect, and (c) a Swingline Loan.


 


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


 


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


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan or
a Swingline Loan, the term “Business Day” shall also exclude any day on which banks are not open
for general business in London.


 






    9


     


    

 


“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 on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Change
in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any
Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect
on the date hereof) (other than Warren B. Kanders, any trust under which Warren B. Kanders has control or is the primary
beneficiary, Kanders GMP Holdings, LLC (so long as (I) such entity is controlled by Warren B. Kanders and (II) is organized
primarily for the purpose of making equity or debt investments in one or more companies) or a Qualified Kanders Entity), of
Equity Interests representing more than 20% of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Company; (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, (ii)
nominated or appointed by the board of directors of the Company or (iii) approved by the board of directors of the Company as
director candidates prior to their election; or (c) the acquisition of direct or indirect Control of the Company by any
Person or group; or (d) the Company shall cease to own, free and clear of all Liens or other encumbrances, directly or
indirectly, at least 100% of the outstanding voting Equity Interests of the other Loan Parties on a fully diluted basis. For
purposes of this definition, a “Qualified Kanders Entity” is an entity (I) located in the U.S., (II) controlled
by Warren B. Kanders (for the avoidance of doubt, “controlled” means the power, directly or indirectly, to direct
or cause the direction of the management and policies of such entity whether by contract or otherwise), (III) organized under
applicable U.S. and state laws, (IV) not engaged, directly or indirectly, in any line of business other than (A) the
businesses in which the Loan Parties are engaged on the Effective Date, (B) the businesses that are reasonably similar,
ancillary, or complementary thereto, or a line of business that is a reasonable extension, development or expansion thereof,
in each case, solely with respect to the businesses that a Loan Party is engaged on the Effective Date, or (C) a business
organized primarily for the purpose of making equity or debt investments in one or more companies, (V) that does not violate
any Anti-Corruption Laws or Sanctions applicable to such entity as a result of the ownership, directly or indirectly, of the
Equity Interests of the Company, and (VI) for which all documentation and other information requested by the Administrative
Agent in connection with satisfying applicable “know your customer” and anti-money laundering rules and
regulations, including the USA PATRIOT Act, have been delivered to the Administrative Agent.


 






    10


     


    

 


            “Change
in Law” means the occurrence after the date of this Agreement (or, with respect to
any Lender, such later date on which such Lender becomes a party to this Agreement) of any of the following: (a)
the adoption of or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty
or in the administration, interpretation 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, Term Loans or Swingline Loans.


 


“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
Documents” means, collectively, the Security Agreement, the Mortgages 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.


 


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


 


“Commitment”
means, either or both of the Revolving Commitment or the Term Loan Commitment.


 






    11


     


    

 


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


 


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


 


“Communications”
has the meaning assigned to such term in Section 9.01(d).


 


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


 


“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.


 


“Consolidated
Fixed Charge Coverage Ratio” means, as at the end of each fiscal quarter of the Company and calculated for the period
of four (4) fiscal quarters then ending, the ratio of (a) the sum of (i) consolidated EBITDA for such period, minus (ii)
Unfinanced Capital Expenditures made during such period, minus (iii) dividends and other Restricted Payments made by the
Company during such period, minus (iv) taxes paid in cash by the Company and its Subsidiaries during such period,
plus (v) the amount of exercise price proceeds received from the exercise of stock options during such period to (b)
Consolidated Total Debt Service for such period.


 


“Consolidated
Total Debt Service” means, as at the end of each fiscal quarter of the Company and calculated for the period of four
(4) fiscal quarters then ending, the sum of (a) the aggregate amount of Interest Expense paid by the Company and its Subsidiaries
in cash during such period and (b) the aggregate amount of scheduled and mandatory payments in respect of the principal amount
of Indebtedness made by the Company and its Subsidiaries during such period.


 


“Consolidated
Total Indebtedness” means, at any time, the sum of (a) the aggregate principal amount of Indebtedness of the Company
and its Subsidiaries outstanding as of such date in the amount that would be reflected on a balance sheet prepared as of such
date on a consolidated basis in accordance with GAAP, plus (b) the aggregate principal amount of Indebtedness of the Company
and its Subsidiaries outstanding as of such date that is not required to be reflected on a balance sheet in accordance with GAAP,
determined on a consolidated basis.


 


“Consolidated
Total Leverage Ratio” means the ratio, determined as of the end of each fiscal quarter of the Borrowers, of (a) Consolidated
Total Indebtedness of the Borrowers and their Subsidiaries as of such quarter-end date minus up
to $15,000,000 in the aggregate indomestic cash and cash equivalents
in excess of $5,000,000 that are held by Loan Parties to (b) consolidated EBITDA of the Borrowers and their Subsidiaries for the
period of four (4) fiscal quarters ending on such date. For the avoidance of doubt, notwithstanding
any classification under GAAP, for purposes of calculating the “Consolidated Total Leverage Ratio”, the aggregate
principal amount of outstanding Convertible Note Issuance shall be treated as Indebtedness.


 


“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.


 






    12


     


    

 


“Convertible
Notes” means, the debt securities issued by the Company, the terms of which provide for conversion into, or exchange for,
Equity Interests of the Company, cash in lieu thereof and/or a combination of such Equity Interests and cash in lieu thereof,
in an aggregate principal amount of up to $125,000,000; provided that (i) the maturity of such debt securities shall be at least
365 days following the Maturity Date, (ii) such debt securities shall be unsecured, and (iii) the documentation governing such
debt securities shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent, which documentation
shall not be amended, modified or changed (other than as required pursuant to the original terms of such Convertible Notes), in
any manner that is materially adverse to the interest of the Secured Parties without the consent of the Administrative Agent (not
to be unreasonably withheld or delayed (provided that immaterial amendments of an administrative, mechanical, ministerial or technical
nature may be made so long as contemporaneous notice thereof is given to the Administrative Agent)).


 


“Convertible
Note Issuance” means the issuance by the Company of any Convertible Notes.


 


“Corresponding
Tenor” means 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 the 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 the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.


 


“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 such term in Section 10.14.


 


“Credit Exposure”
means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Exposure at such time, plus (b) an amount
equal to the aggregate principal amount of its Term Loans outstanding at such time.


 


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


 


“Currency
of Payments” has the meaning assigned to such term in Section 1.05.


 






    13


     


    

 


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


 


“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) 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.


 


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


 


“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.


 






    14


     


    

 


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


 


“Dollar Equivalent”
of any amount means, at the time of determination thereof, (a) if such amount is expressed in U.S. Dollars, such amount and (b)
if such amount is denominated in any


 


other currency, the equivalent of such
amount in U.S. Dollars as determined by the Administrative Agent using any method of determination it reasonably deems appropriate.


 


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


 


“Early
Opt-in Election” means, if the then-current Benchmark is LIBO Rate, the occurrence of:


 


(1)
      a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify)
each of the other parties hereto that at least five currently outstanding dollar-denominated syndicated credit facilities at such
time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other
rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly
available for review), and


 


(2)       the joint
election by the Administrative Agent and the Borrower Representative to trigger a fallback from LIBO Rate and the provision by
the Administrative Agent of written notice of such election to the Lenders.


 


“Earn-Outs”
shall mean unsecured liabilities of the Company or any of its Subsidiaries arising under an agreement to make a deferred payment
as part of the purchase price for a Permitted Acquisition, including performance bonuses or consulting payments in any related
services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow
or profits (or the like) of the target of such Permitted Acquisition. Earn-Outs shall be valued as the amount required to be recorded
as a liability on the financial statements of the Loan Parties in accordance with GAAP.


 


“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, (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 in an aggregate amount in excess of $1,000,000 during such period), (vi)
costs, charges, losses and expenses to the extent covered by insurance under which the insurer has been properly notified and
has not denied or contested coverage, (vii) any fees, costs or expenses incurred during such period in connection with any
Permitted Acquisition or financing that was not consummated, in an aggregate amount not to exceed $500,000 in any fiscal year
of the Loan Parties and not to exceed $2,000,000 during the term of this Agreement, (viii) the effect on earnings of any
write-ups or write-downs of inventory following the consummation of a Permitted Acquisition or other Acquisition permitted
hereunder as a result of purchase accounting, and (ix) fees, costs and expenses incurred during such period associated with
facilities relocations, plant shutdowns or the discontinuance of operations, in an aggregate amount not to exceed 10% of
EBITDA (calculated without giving effect to this clause (ix)) for such period, 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. For the purposes
of calculating EBITDA (including Net Income) for any period of twelve consecutive months, if at any time during such period,
any Loan Party or any of its Subsidiaries shall have consummated a Permitted Acquisition or any other Acquisition permitted
hereunder, EBITDA (including Net Income) for such period shall be calculated after giving pro forma effect thereto (including
pro forma adjustments arising out of events which are directly attributable to such Permitted Acquisition or other
Acquisition permitted hereunder, are factually supportable, and are expected to have a continuing impact, in each case
determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted
by the SEC and as certified by a Financial Officer of the Borrowers) or in such other manner acceptable to Administrative
Agent in its Permitted Discretion as if such Permitted Acquisition or other Acquisition permitted hereunder or adjustment
occurred on the first day of such period.


 






    15


     


    

 



 





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


 


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


 


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


 


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


 


“Effective
Date” means the date on which the conditions specified in Section 4.01 arewere 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, Intralinks®,
ClearPar®, Debt Domain, Syndtrak 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.


 






    16


     


    

 





“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 the environment, preservation
or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to 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), 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.


 


“Equipment
AG Debt Agreement” has the meaning assigned to such term in Section 6.04.


 


“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.;
provided that “Equity Interests” shall not include any Convertible Notes (it being understood for the avoidance of
doubt that any capital stock of the Company into which the Convertible Notes are actually converted shall constitute Equity Interests
of the Company only after the date such capital stock of the Company is delivered upon settlement of any conversion).


 


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


 


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


 


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


 






    17


     


    

 


“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.





 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest
at a rate determined by reference to the Adjusted LIBO Rate.


 


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


 


“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.


 


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


 






    18


     


    

 


“Existing
Credit Agreement” means that certain Credit Agreement, dated as of June 27, 2018, by and among, the Loan Parties, the
lenders party thereto and JPMCB, as Administrative Agent.


 


“Existing
Letters of Credit” means the letters of credit issued under the Existing Credit Agreement, each of which shall deemed
as of the Effective Date to constitute Letters of Credit issued under this Agreement.


 


“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, 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 the NYFRB shall be set
forth on its public websitethe 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.


 


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


 


“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 LIBO Rate.


 


“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.


 


“Foreign
Target” shall have the meaning set forth in the definition of Permitted Foreign Target.


 


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


 






    19


     


    




 


“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.


 


“Guarantor
Payment” has the meaning assigned to such term in Section 10.11.


 


“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.


 


“Impacted
Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate”.


 


“Increasing
Lender” shall have the meaning assigned to such in Section 2.09(d).


 


“Incremental
Term Loan” has the meaning assigned to such term in Section 2.09(d).


 


“Incremental
Term Loan Amendment” has the meaning assigned to such term in Section 2.09(h).


 






    20


     


    

 


“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, (which, for the avoidance
of doubt, includes the aggregate principal amount of any Convertible Notes), (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, (m) all obligations of such Person to purchase, redeem, retire,
defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person and (mn)
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(b).


 


“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.


 


“Instrument
of Adherence” means an Instrument of Adherence in substantially the form of Exhibit F.


 


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


 


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


 


“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.


 






    21


     


    

 


“Interest
Payment Date” means (a) with respect to any ABR Loan, the first Business Day of each fiscal quarter and the Maturity
Date, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part (and, in the case of a Eurodollar 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.





 





“Interest
Period” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing
and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as
the Borrower Representative may elect; provided, that (i) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day unless, such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and,
in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of
such Borrowing.


 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places
as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest
period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen
Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each
case, at such time; provided, that if any Interpolated rate shall be less than zero, such rate shall be deemed to be zero
for purposes of this Agreement.


 


“IRS”
means the United States Internal Revenue Service.


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any
successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives
published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Issuing
Bank” means JPMCB, in its capacity as the issuer of Letters of Credit hereunder. 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.


 






    22


     


    

 


“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.


 


“JPMCB Parties”
has the meaning assigned to such term in Section 9.18.


 


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


 


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


 


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


 


“Lease Financing”
means (i) a lease of specific equipment as defined in Article 2-A of the UCC, and (ii) 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”).


 


“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 (i) 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 (ii) 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.


 


“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, other than any such Person that ceases to be a Lender hereunder pursuant to an
Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender
and the Issuing Bank.


 


“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. All Existing Letters of Credit shall be deemed to
have been issued pursuant to this Agreement, and from and after the Effective Date shall in all respects be subject to and governed
by the terms and conditions hereof.


 






    23


     


    

 


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


 


“LIBO Rate”
means, with respect to any Eurodollar Borrowing for any applicable Interest Period, the LIBO Screen Rate at approximately 11:00
a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that, if the LIBO Screen
Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”), then the
LIBO Rate shall be the Interpolated Rate, subject to Section 2.14 in the event that the Administrative Agent shall conclude that
it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest
error).








 


“LIBO Screen
Rate” means, for any day and time, with respect to any Eurodollar Borrowing or a Swingline
Loan for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or
any other Person that takes over the administration of such rate for U.S. Dollars) for a period equal in length to such Interest
Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the
event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays
such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected
by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined would
be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.


 


“LIBOR Market
Index Rate” means, for any date, the LIBO Screen Rate for a one-month Interest Period as of 11:00 a.m., London time,
on such day, or if such day is not a Business Day, then the immediately preceding Business Day (or if not so reported, then as
determined by the Administrative Agent from another recognized source or interbank quotation); provided that, if such LIBO
Screen Rate is determined by reference to an Impacted Interest Period, the LIBOR Market Index Rate shall be the Interpolated Rate,
subject to Section 2.14 in the event that the Administrative Agent shall conclude that it shall not be possible to determine such
Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error). It is understood and agreed that all
of the terms and conditions of this definition of “LIBOR Market Index Rate” shall be subject to Section 2.14.


 


“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 applications,
the Collateral Documents, the Loan Guaranty and all other agreements, instruments, documents and certificates identified in Section
4.01 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 respective rights and obligations between any Borrower
and the Issuing Bank in connection with the issuance 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.


 






    24


     


    




 


“Loan Guarantor”
means each Loan Party.


 


“Loan Guaranty”
means Article X of this Agreement.


 


“Loan Parties”
means, collectively, the Borrowers, the Borrowers’ Domestic Subsidiaries party hereto on the Second
Amendment Effective Date, 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 Revolving Loans and Term Loans made by the Lenders pursuant to this Agreement, including Swingline Loans.


 


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


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, properties or condition of (i) the
Company and its Subsidiaries taken as a whole or (ii) the Loan Parties taken as a whole, (b) the ability of any Loan Party
to perform any of its obligations under the Loan Documents to which it is a party, (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 validity
of, or the enforceability of any of 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 Company and its Subsidiaries in an aggregate principal amount exceeding $1,000,000.
For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Company or any
Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Company or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time. For
the avoidance of doubt, Material Indebtedness shall include any Convertible Notes.


 


“Maturity
Date” means May 3, 2024 or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant
to the terms hereof.


 






    25


     


    

 


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


 


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


 


“Mortgage”
means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Administrative Agent, for
the benefit of the Administrative Agent and the other Secured Parties, on real property of a Loan Party, including any amendment,
restatement, modification or supplement thereto.





 


“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.


 


“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 sale, transfer
or other 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(c).


 


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


 


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


 






    26


     


    

 


“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.


 








“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.


 


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


 


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


 


“Original
Indebtedness” has the meaning assigned to such term in Section 6.01.


 


“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).


 






    27


     


    

 


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


 





“Paid in
Full” or “Payment in Full” means, (i) the indefeasible payment in full in cash of all outstanding
Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the termination, expiration, or cancellation
and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing
to the Administrative Agent of a cash deposit, or at the discretion of the Administrative Agent a backup standby letter of credit
satisfactory to the Administrative Agent and the Issuing Bank, in an amount equal to 105% of the LC Exposure as of the date of
such payment), (iii) the indefeasible payment in full in cash of the accrued and unpaid fees, (iv) 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, (v) the termination of all Commitments, and (vi) the termination of the Swap Agreement Obligations
and the Banking Services Obligations.


 


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


 


  “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).


 


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


 


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


 


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


 


(b)       the
business acquired in connection with such Acquisition is (i)unless a Permitted Foreign Target, located in the U.S. and organized
under applicable U.S. and state laws, and (ii) not engaged, directly or indirectly, in any line of business other than the (I)
businesses in which the Loan Parties are engaged on the Effective Date, (II) businesses that are reasonably similar, ancillary,
or complementary thereto or a line of business that is a reasonable extension, development or expansion thereof, in each case,
solely with respect to the businesses that a Loan Party is engaged on the Effective Date, and (III) businesses otherwise approved
by the Administrative Agent in its sole discretion.


 






    28


     


    

 


(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 or Event of Default exists or would result therefrom;


 


(d)       as
soon as available, but not less than fifteen (15) days prior to such Acquisition (or such shorter time as the Administrative Agent
may agree in its sole discretion), 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 projections;


 


(e)       the
total consideration (including the maximum potential total amount of all deferred payment obligations (including earn-outs) and
Indebtedness assumed or incurred) in connection with all such Acquisitions during any calendar year shall not exceed $20,000,000
unless the pro forma Consolidated Total Leverage Ratio (calculated on a pro forma basis as at the end of the most
recently ended fiscal quarter for which financial statements are then available after giving effect to such Acquisition and the
incurrence of any Indebtedness incurred in connection therewith) would not exceed 2.50:1.00;


 





(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 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 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 unless such surviving entity, if other than a Borrower or Loan Party, executes
a Joinder Agreement and becomes a Borrower or Loan Party hereunder;








 


(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 could reasonably be expected to have a Material Adverse
Effect;


 


(k)       unless
the Administrative Agent and the Lenders in their sole discretion consent otherwise, in connection with an Acquisition of the
Equity Interests of any Person, all Liens on property of such Person shall be terminated, and in connection with an Acquisition
of the assets of any Person, all Liens on such assets shall be terminated (except, in each instance, for Liens permitted under
Section 6.02);


 


(l)       all
actions required to be taken with respect to any newly acquired or formed Subsidiary of a Borrower or a Loan Party, as applicable,
required under Section 5.13 shall have been taken, provided, that the Administrative Agent may grant additional time to satisfy
such actions in its sole discretion; and


 






    29


     


    

 


(m)      the
Borrower Representative shall have delivered to the Administrative Agent (i) the substantially final form documentation relating
to such Acquisition within 2 days (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to
the consummation thereof, and (ii) the final executed material documentation relating to such Acquisition within 3 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
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;


 


(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
Foreign Target” means a Target that is not incorporated, formed or organized in the U.S. or any State or jurisdiction
thereof (a “Foreign Target”); provided, however, that an acquisition of a Foreign Target shall only
qualify as a Permitted Acquisition if each of the other requirements set forth in the definition of “Permitted Acquisition”
(other than those in clauses (f), (g) and(l) of such definition) shall have been satisfied and solely to the extent financed through
an investment permitted under clauses (c), (d), (o) and (p) of Section 6.04 or Indebtedness permitted under Section 6.01(r).


 






    30


     


    

 


“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 Borrower or any ERISA Affiliate is (or,
if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in
Section 3(5) of ERISA.


 


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


 


“Platform”
means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.


 


“Prepayment
Event” means:


 


(a)       any
sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan
Party or any Subsidiary in excess of $1,000,000 per annum, other than dispositions described in Section 6.05(a); or


 


(b)       the Convertible Note
Issuance; or


 


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


 






    	 	31	 



     


    

 


“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(e).


 


“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 Lender”
has the meaning assigned to such term in Section 5.01.


 


“Public Side
Personnel” has the meaning assigned to such term in Section 5.01.


 


                “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 such term in Section 10.14.


 


“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 LIBO Rate, 11:00 a.m. (London
time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBO Rate,
the time determined by the Administrative Agent in its reasonable discretion.


 


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


 


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


 


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


 






    	 	32	 



     


    

 


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


 


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


 


“Regulation
X” means Regulation X of the 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 or the NYFRB, or a committee officially endorsed or convened by the Federal
Reserve Board or the NYFRB, or any successor thereto.


 


“Required
Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Credit Exposures and unused Commitments
representing more than 50.1% of the sum of the Aggregate Revolving Exposure, the Aggregate Term Exposure and the aggregate unused
Commitments at such time; provided, however, that, at any time that there are at least two (2) Lenders that are
not Affiliates or Approved Funds of one another, “Required Lenders” shall include at least two (2) Lenders that are
not Affiliates or Approved Funds of one another.


 


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


 


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


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests in the Company 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 in the Company or any Subsidiary, or any option, warrant or other right to acquire any such Equity
Interests in the Company or any Subsidiary.


 


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


 






    	 	33	 



     


    

 


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


 


“Revolving
Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to
acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate
permitted amount of such Lender’s Revolving Exposure hereunder, as such commitment may be reduced or increased from time
to time pursuant to (a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section 9.04. The initial amount of
each Lender’s Revolving Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant
to which such Lender shall have assumed its Revolving Commitment, as applicable.


 


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


 


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


 


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


 


“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, Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by
the OFAC, the U.S. Department of State or by the United Nations Security Council, the European Union or 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 OFAC 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.


 






    	 	34	 



     


    

 


“Second
Amendment” means that certain Second Amendment to Credit Agreement by and among the Borrowers, the other Loan Parties party
hereto, the Lenders party thereto, and the Administrative Agent, dated as of the Second Amendment Effective Date.


 


“Second
Amendment Effective Date” means November 12, 2020.


 


“Secured
Obligations” means all Obligations, together with all (i) Banking Services Obligations and (ii) Swap Agreement Obligations
owing to one or more Lenders or their respective Affiliates; provided, however, that the definition of “Secured Obligations”
shall not create 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) the 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.


 


“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(c).


 


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


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day
published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time)
on the immediately succeeding Business Day.


 


“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. 


 


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


 






    	 	35	 



     


    

 


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


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or
supplemental reserves) established by the Federal Reserve Board to which the Administrative Agent is subject with respect
to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D).
Such reserve percentages shall include those imposed pursuant to Regulation D. Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


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


 


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


 


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


 


“Supported
QFC” has the meaning assigned to such term in Section 10.14.


 


“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 noneither
any Convertible Notes nor any 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 beconstitute
a Swap Agreement for purposes of this definition.


 






    	 	36	 



     


    

 


“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 such Swap Agreement transaction.


 


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


 


“Swingline
Lender” means JPMCB, 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).


 


“Target”
shall mean any Person, business, division, subsidiary or assets acquired in any Permitted Acquisition.


 


“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 Lenders”
means, as of any date of determination, Lenders having a Term Loan Commitment or holding a Term Loan.


 


“Term
Loan Availability Period” means the period from and including the Effective Date to but excluding the
earlier of the Term Loan Funding Termination Date and the date of termination of the Term Commitments.


 






    	 	37	 



     


    

 


“Term Loan
Commitment” means (a) as to any Term Lender, the commitment of such
Term Lender to make Term Loans as set forth in the Commitment Schedule or in the most recent Assignment and Assumption
executed by such Term Lender, as applicable, and (b) as to all Term Lenders, the aggregate commitment
of all Term Lenders to make Term Loans on each Term Loan Draw Date.


 


“Term
Loan Draw Date” means at any time at the request of the Borrower Representative prior to the Term Loan
Funding Termination Date, so long as at the time such request is made and after giving pro forma effect to the funding of the
Term Loan, no Default or Event of Default shall have occurred and be continuing hereunder.


 


  “Term Loan
Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s
Term Loans at such time.


 


“Term
Loan Funding Termination Date” means May 3, 2020.


 


  “Term Loans”
means the term loans extended by the Term Lenders to the Borrowers pursuant to Section 2.01(b) hereof.


 


“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based
on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term
SOFR Transition Event. 


 


“Term
SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use
by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent
and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark
Replacement in accordance with Section 2.14 that is not Term SOFR.


 


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


 


“Treaty”
has the meaning assigned to such term in Section 3.24.


 


“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 LIBO Rate or the Alternate Base Rate.


 


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


 


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


 






    	 	38	 



     


    

 


“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).


 


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


 


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


 


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


 


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


 


“U.S.
Special Resolution Regimes” has the meaning assigned to such term in Section 10.14.


 


“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.


 






    	 	39	 



     


    

 


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 “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”).
Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar
Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).


 


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


 


SECTION 1.04.Accounting
Terms; GAAP.


 


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


 






    	 	40	 



     


    

 


(b)       Notwithstanding
anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,” those
leases that would constitute capital leases in conformity with GAAP as of December 31, 2018, shall be considered capital leasesany
change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting
Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any
lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not
have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital
lease, and all calculations
and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.


 


SECTION 1.05.Currency
Translations; Currency Matters.


 


(a)       For
purposes of this Agreement and the other Loan Documents, the Administrative Agent shall determine any amount, unless expressly
provided otherwise, as the Dollar Equivalent thereof as and if required (as determined by the Administrative Agent in its sole
discretion) under any Loan Document, and a determination thereof by the Administrative Agent shall be conclusive absent manifest
error. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Loan Party in any document
or certificate delivered to the Administrative Agent. The Administrative Agent may determine or redetermine the Dollar Equivalent
of any amount on any date in its sole discretion. Further, without limitation, for purposes of computations, calculations, or
determinations hereunder, unless expressly provided otherwise, where a reference is made to a dollar amount or an amount without
reference to a specific currency (including, without limitation, where the permissibility of a transaction or determinations of
required actions or circumstances depend upon compliance with, or are determined by reference to, such amounts), the amount is
to be considered as the amount in U.S. Dollars and, therefore, any other currency that is a component of such computation, calculation
or determination shall be converted into the Dollar Equivalent thereof, as applicable.


 






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(b)       Each
payment owing by any Loan Party hereunder shall be made in the relevant currency specified herein or, if not specified herein,
specified in any other Loan Document executed by the Administrative Agent (the “Currency of Payment”) at the
place specified herein (such requirements are of the essence to this Agreement). If, for the purpose of obtaining judgment in
any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree
that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could
purchase such Currency of Payment with such other currency in accordance with its normal practice at its head office on the Business
Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Credit Party shall,
notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent
that, on the Business Day following receipt by such Credit Party of any sum adjudged to be so due in such other currency, such
Credit Party may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each
Loan Party agrees that (i) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Credit
Party in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Loan
Party shall immediately pay the shortfall (in the Currency of Payment) to such Credit Party and (ii) if the amount of the Currency
of Payment so purchased exceeds the sum originally due to such Credit Party, such Credit Party shall promptly pay the excess over
to such Loan Party in the currency and to the extent actually received.


 


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 Administrative Agent and 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.


 






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SECTION 1.07.Interest
Rates; LIBOR Notification. The interest rate on Eurodollar Loans and Swingline
Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate. The London interbank
offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in
the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would
no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any
successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank
offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available
or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans.
and Swingline Loans.  In light of this eventuality, public and private
sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London
interbank offered rate. In Upon the
event that the London interbank offered rate is no longer availableoccurrence
of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in
certain other circumstances as set forth inElection,
Section 2.14(c) of this Agreement, such Section 2.14(c) provides aand
(d) provide the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly
notify the Borrower Representative, pursuant to Section 2.14, in
advance of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However,
the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to,
the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition
of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof,
(including, without limitation, (i) any such alternative, successor or replacement
rate implemented pursuant to Section 2.14(c) or (d), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR
Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant
to Section 2.14(e)), including without limitation, whether the composition or characteristics of any such alternative,
successor or replacement reference rate, as it may or may not be adjusted pursuant to Section
2.14(b), will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same
volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.


 


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


 


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


 






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ARTICLE II



THE CREDITS


 


SECTION 2.01.Commitments.
Subject to the terms and conditions set forth herein, (a) each Revolving Lender severally (and not jointly) agrees to make Revolving
Loans in U.S. Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount that
will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (i) such Lender’s
Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the Aggregate Revolving Exposure exceeding
the Aggregate Revolving Commitments and (b) each Term Lender severally (and not jointly) agreesagreed
to make Term Loans in U.S. Dollars to the Borrowers from time to time on each Term
Loan Drawon the Effective Date during
the Term Loan Availability Period, in an aggregate principal amount not in excess of such Lender’s remaining
undrawn Term Loan Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein,
the Borrowers may borrow, prepay (without any penalty, premium or other prepayment fee, other than payment of any break funding
expenses under Section 2.16) and reborrow Revolving Loans. Upon the Term Loan Funding Termination
Date, all Term Loan Commitments of the Term Lenders shall automatically terminate. Amounts repaid or prepaid in
respect of Term Loans may not be reborrowed.


 


SECTION 2.02.Loans
and Borrowings.


 


(a)       Each
Revolving Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Revolving Loans of the same Class
and Type made by the Lenders ratably in accordance with their respective Revolving Commitments of the applicable Class. Each Term
Loan shall bewas made as part of a
Borrowing on the Term Loan DrawEffective Date
consisting of Term Loans made by the Term Lenders ratably in accordance with their respective Term Loan Commitment. The failure
of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to
make Loans as required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05. The Term
Loans shall amortize as set forth in Section 2.10.


 


(b)       Subject
to Section 2.14, each Revolving Borrowing and Term Loan Borrowing shall be comprised entirely of ABR Loans or Eurodollar
Loans as the Borrower Representative may request in accordance herewith, provided that all Borrowings made on the Effective
Date must be made as ABR Borrowings but may be converted into Eurodollar Borrowings in accordance with Section 2.08. Each Lender
at its option may make any Eurodollar 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.


 






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(c)       At
the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is
an integral multiple of $500,000 and not less than $1,000,000. ABR Borrowings may be in any amount. Each Swingline Loan shall
be in an amount that is an integral multiple of $100,000 and not less than $100,000. Borrowings of more than one Type and Class
may be outstanding at the same time; provided that there shall not at any time be more than a total of 6 Eurodollar 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.


 


SECTION 2.03.Requests
for Borrowings. To request a Borrowing (including a Term Loan Borrowing on each Term Loan
Draw Date),, the Borrower Representative shall notify the Administrative
Agent of such request either in writing (delivered by hand or facsimile) in a form approved by the Administrative Agent and signed
by the Borrower Representative or by telephone or through Electronic System, if arrangements for doing so have been approved by
the Administrative Agent, not later than (a) in the case of a Eurodollar Borrowing, 10:00 a.m., Chicago time, three (3) Business
Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, noon, Chicago time, on the date of
the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an
LC Disbursement as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., Chicago time, on the date of such
proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly 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 the Borrower Representative. Each such telephonic and written 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 Borrowing and a breakdown of the separate wires comprising such Borrowing;


 


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


 


  (iv)    whether
such Borrowing is for a Revolving Loan or a Term Loan;


 


(v)     whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(viv)  in
the case of a Eurodollar 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 Borrowing
is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested
Eurodollar 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.


 






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SECTION 2.04.    [Intentionally
Omitted].


 


SECTION 2.05.    Swingline
Loans.


 


(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 ABR 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(s)
(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(c). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Revolving
Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account and shall bear interest
as set forth in Section 2.13(d)(ii). The aggregate amount of Swingline Loans outstanding at any time shall not exceed $5,000,000.


 


(b)       Upon
the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has
been requested with respect to such Swingline Loan), 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 in proportion to its Applicable
Percentage of the 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 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.


 


(c)       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 12:00 noon Chicago 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 2:00 p.m., Chicago 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.


 






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SECTION 2.06.    Letters
of Credit.


 


(a)       General.
Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of Credit
for its own account or for the account of another Borrower denominated in U.S. Dollars as the applicant thereof for the support
of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank,
at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions
of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the
Borrowers to, or entered into by the Borrowers with, the Issuing Bank relating to any Letter of Credit, the terms and conditions
of this Agreement shall control. Each Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit
issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, such Borrower
will be fully responsible for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of interest
thereon and the payment of fees due under Section 2.12(c) to the same extent as if it were the sole account party in respect of
such Letter of Credit (such Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor
or surety of the obligations of such Subsidiary that is an account party in respect of any such Letter of Credit). Notwithstanding
anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter
of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any
Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in
any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree
of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such
Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive (whether or not having the
force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing
Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the
Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank
is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed
loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good faith deems material to
it, or (iii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters
of credit generally; 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 not to be in effect
on the Effective Date for purposes of clause (ii) above, regardless of the date enacted, adopted, issued or implemented.


 






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(b)       Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit
through Electronic Systems, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and 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, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to
be amended, renewed or extended, and specifying the date of issuance, amendment, renewal 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 2.06),
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, renew or extend such Letter of Credit. If requested by the Issuing Bank, the applicable Borrower also shall
submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension
of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the aggregate LC Exposure shall not exceed $5,000,000, (ii) no Revolving Lender’s Revolving
Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving Exposure shall not exceed the Aggregate
Revolving Commitment.


 


(c)       Expiration
Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the 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 renewal or extension thereof, including, without limitation, any automatic renewal
provision, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.


 


(d)       Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and
each Revolving Lender hereby acquires from the 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 Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section 2.06, or of any reimbursement payment
required to be refunded to the Borrowers for any reason. 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, renewal or extension of any Letter of Credit or the occurrence
and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.


 






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(e)       Reimbursement.
If the 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 (i) not later than 11:00 a.m., Chicago time, on
the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement
prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior
to such time on such date, then not later than 11:00 a.m., Chicago time, on (A) the Business Day that the Borrower Representative
receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business
Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior
to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan
in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged
and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. 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 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 Issuing Bank or,
to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such
Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph
to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated
above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.


 


(f)       Obligations
Absolute. The Borrowers’ joint and several obligation to reimburse the LC Disbursements as provided in paragraph (e)
of this Section 2.06 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 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 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 2.06, constitute a legal or equitable discharge
of, or provide a right of setoff against, the Borrowers’ obligations hereunder. None of the Administrative Agent, the Revolving
Lenders, the Issuing Bank or any of their 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 or any consequence arising from causes beyond the
control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the 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 the 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 the Issuing Bank (as finally determined by a court of competent jurisdiction), the 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, the Issuing Bank may, in its sole discretion, either accept and make payment
upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such
Letter of Credit.


 






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(g)       Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent
a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable
Borrower by telephone (confirmed by facsimile) of such demand for payment and whether the 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 the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.


 


(h)       Interim
Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate
per annum then applicable to ABR Revolving Loans and such interest shall be payable on the date when such reimbursement is due;
provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section 2.06, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing
Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this
Section 2.06 to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.





 


(i)        Replacement
of the Issuing Bank. The 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 the 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(c). From and after the
effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing
Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous
Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall
remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit.


 






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(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 demanding the deposit of cash collateral pursuant to this paragraph,
the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit
of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the amount of the
LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other
notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i)
of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the
Secured Obligations. 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 the Issuing
Bank for LC Disbursements for which it has not been reimbursed 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,
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.








 


(k)       LC
Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms
of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to
be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated
amount is in effect at the time of determination.


 





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., Chicago time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage; provided that, Swingline
Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower
Representative by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to the Funding
Account; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section
2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.


 






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(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 2.07 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 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 Federal Funds Effective Rate and a
rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the
case of the Borrowers, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent,
then such amount shall constitute such Lender’s Loan included in such Borrowing.


 


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 Eurodollar 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 Eurodollar
Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.08. The Borrower Representative may elect different
options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered
a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.


 


(b)       To
make an election pursuant to this Section 2.08, the Borrower Representative shall notify the Administrative Agent of such election
by telephone or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, by the
time that a Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a Borrowing of the Type resulting
from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be
irrevocable and shall be confirmed promptly 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 the Borrower Representative.





 






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


 


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


 


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


 


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


 


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


 


If any such Interest Election Request
requests a Eurodollar 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 Eurodollar Borrowing prior to
the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if 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 Eurodollar
Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.


 


SECTION 2.09.    Termination
of Commitments; Increase in Commitments.


 


(a)       Unless
previously terminated, (i) the Term Loan Commitments shall terminate uponon
the Term Loan Funding TerminationEffective
Date and (ii) all other Commitments shall terminate on the Maturity Date.


  


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


 


(c)       The
Borrower Representative shall notify the Administrative Agent of any election to terminate the Commitments under paragraph (b)
of this Section 2.09 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 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 Commitments shall be permanent.


 






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(d)       The
Borrowers may from time to time elect to increase the Revolving Commitments or enter into one or more additional tranches of term
loans (each, an “Incremental Term Loan”), in each case in a minimum amount of $15,000,000, so long as, there
are only a maximum of 3 such requests and after giving effect thereto, the aggregate amount of all such Revolving Commitment increases
and all such Incremental Term Loans does not exceed $50,000,000. Each request from the Borrower Representative, on behalf of the
Borrowers, pursuant to this Section 2.09 shall set forth the requested amount and proposed terms of the relevant Revolving Commitment
increase or Incremental Term Loans. The Borrowers may arrange for any such Revolving Commitment increase or Incremental Term Loan
to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, or to participate in
such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or
other entities (each such new bank, financial institution or other entity, an “Augmenting Lender” and, together
with each Increasing Lender, collectively, the “Additional Lenders”), to increase their existing Revolving
Commitments, or to participate in such Incremental Term Loans, or extend Revolving Commitments, as the case may be; provided,
that each Augmenting Lender shall be subject to the approval of the Borrower Representative and the Administrative Agent and,
except in the case of an Incremental Term Loan, the Swingline Lender and the Issuing Bank, which approvals shall not be unreasonably
withheld, delayed or conditioned. No existing Lender shall have any obligation or be required to provide any Revolving Commitment
increase or any Incremental Term Loan unless it expressly so agrees. No consent of any Lender (other than the Lenders participating
in such Revolving Commitment increase or Incremental Term Loan) shall be required for any such increase or Incremental Term Loan
pursuant to this Section 2.09.


 


(e)       Revolving
Commitment increases and Incremental Term Loans created pursuant to this Section 2.09 shall become effective on the date agreed
by the Borrower Representative, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative
Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving
Commitment of any Lender) or Incremental Term Loan shall become effective under this paragraph unless (i) on the proposed date
of the effectiveness of such Revolving Commitment increase or Incremental Term Loan, (A) the conditions set forth in paragraphs
(a) and (b) of Section 4.02 shall be satisfied both before and immediately after giving effect to such Revolving Commitment increase
or Incremental Term Loan or waived by the Required Lenders, and the Administrative Agent shall have received a certificate to
that effect dated such date and executed by a Financial Officer of the Borrower Representative and (B) the Loan Parties shall
be in pro forma compliance with each financial covenant set forth in Sections 6.12 and 6.13, recomputed (1) as if such Revolving
Commitment increase or Incremental Term Loan (and the application of proceeds thereof to the repayment of any other Indebtedness)
had occurred on the first day of the four-fiscal quarter period most recently ended preceding the date thereof for which the Borrower
Representative has delivered financial statements, and (2) with Consolidated Total
Indebtedness, EBITDA and Interest Expense measured as of the date of and immediately after giving effect to any funding in connection
with such Revolving Commitment increase or Incremental Term Loan (and the application of proceeds thereof to the repayment of
any other Indebtedness), and assuming the full drawing under any such Revolving Commitment increase or Incremental Term Loan,
and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the
corporate power and authority of the Borrowers to borrow hereunder immediately after giving effect to such Revolving Commitment
increase or Incremental Term Loan.


 






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(f)        On
the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender 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 Revolving Commitment increase
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 Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrowers shall be deemed
to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase 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 Eurodollar 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.


 


(g)       The
Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans,
(ii) shall not mature earlier than the Maturity Date (but may have amortization prior to such date), (iii) shall have a weighted
average life to maturity that is no earlier than the weighted average life to maturity of the existing Term Loans, and (iv) shall
be treated substantially the same as (and in any event no more favorable in any material respect than) the existing Term Loans
or Revolving Loans; provided, that any fees applicable to the increase in Revolving Loans and the Incremental Term Loans
shall be determined by the Borrowers, the Arranger and the applicable Additional Lenders.


 


(h)       Incremental
Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”)
of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Additional Lender participating
in such Incremental Term Loan, as applicable, and the Administrative Agent. Each Incremental Term Loan Amendment may, without
the consent of any other Lenders (except to the extent required pursuant to the provisos in Section 9.02(a)) or the Required Lenders,
effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion
of the Administrative Agent, to effect the provisions of this Section 2.09. 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, or provide
Incremental Term Loans, at any time.


 






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


 





(a)       The
Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each Revolving Lender the then
unpaid principal amount of each Revolving Loan on the Maturity Date.


 





(b)       The
Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each Term Lender on the last Business
Day of each calendar quarter, beginning with the last Business Day of the first full calendar
quarter following the Term Loan Funding Termination Date, in the quarterly amount equal to five percent (5%) of
the original principal amount of all of the Term Loans outstanding as of the Term Loan Funding
TerminationEffective Date. The remaining outstanding principal amount
of all Term Loans shall be paid in full in cash on the Maturity Date.


 





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





 


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





 


(e)       The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section 2.10 shall be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the
Loans in accordance with the terms of this Agreement.


 





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


 





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 (d) of this Section 2.11 and, if applicable, payment of any break funding expenses under Section
2.16, but without any other penalty premium or other prepayment fee.


 






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(b)       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 such Loan Party or any Subsidiary,
prepay the Obligations as set forth in Section 2.11(c) below in an aggregate amount equal to 100% of such Net Proceeds; provided
that in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, if the
Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the
Loan Parties intend to reinvest the Net Proceeds from such event (or a portion thereof specified in such certificate), within
365 days after receipt of such Net Proceeds, to either (i) acquire (or replace or rebuild) real property, equipment or other tangible
assets (excluding inventory) to be used in the business of the Loan Parties, or (ii) consummate a Permitted Acquisition, and certifying
that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect
of the Net Proceeds specified in such certificate; provided that the Borrower Representative may request a ninety (90)
day extension of such reinvestment period, and the Administrative Agent may agree to such extension in its sole discretion. Any
Net Proceeds of such Prepayment Event which have not been so reinvested shall be applied as set forth in Section 2.11(c).


 


(c)       All
such amounts pursuant to Section 2.11(b) shall be applied, first, to prepay the Term Loans (to be applied to installments
of the Term Loans in inverse order of maturity), 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.
; provided, that no Net Proceeds received in connection with the Convertible Note
Issuance shall be required to be applied to the Revolving Loans or the Term Loans.


 


(d)       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 facsimile) or through Electronic System, if arrangements for doing so have been approved by
the Administrative Agent, of any prepayment hereunder not later than 10:00 a.m., Chicago time, (A) in the case of prepayment of
a Eurodollar Revolving Borrowing, three (3) Business Days before the date of prepayment, or (B) in the case of prepayment of an
ABR Revolving 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.


 






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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 Rate, on the average daily amount of the Available Revolving Commitment of such Revolving Lender during the period
from and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment
fees shall be payable in arrears on the first Business Day of each fiscal quarter and on the date on which the Revolving Commitments
terminate commencing on the first such date to occur after the date hereof. 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 but excluding the last
day).


 


(b)     The Borrowers agree
to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate,
until the Term Loan Funding Termination Date, on the undrawn Term Loan Commitment of such Term Lender during the period from and
including the Effective Date to but excluding the Term Loan Funding Termination Date. Accrued commitment fees shall be payable
in arrears on the first Business Day of each fiscal quarter and on the date on which the Term Loan Commitments terminate commencing
on the first such date to occur after the date hereof. 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 but excluding the last day).


 


(b)       [Reserved].


 


(c)       The
Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to
its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable
to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) 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 other fees as otherwise agreed, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance,
amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings
thereunder. Participation fees and other fees accrued through and including the last day of each fiscal quarter shall be payable
on the first Business Day of each fiscal quarter following such last day, commencing on the first such date to occur after the
Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and
any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees
and other 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).


 


(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 immediately available funds, to the Administrative Agent (or to the
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.


 






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SECTION 2.13.    Interest.    (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)       The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.


  


(c)       Notwithstanding
the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders
may, at their option, by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions
in interest rates), declare that (i) all Loans shall bear interest at 2% plus the rate applicable to ABR Loans as provided in
the preceding paragraphs of this Section 2.13 or (ii) in the case of any other amount outstanding hereunder, such amount shall
accrue at 2% plus the rate applicable to ABR Loans as provided in the preceding paragraphs of this Section 2.13.


 


(d)       (i)
Accrued interest on each Loan (for ABR Loans, accrued through the last day of the prior fiscal quarter) shall be payable in arrears
on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (A) interest accrued
pursuant to Section 2.13(c) shall be payable on demand, (B) in the event of any repayment or prepayment of any Loan (other than
a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid
or prepaid shall be payable on the date of such repayment or prepayment and (C) in the event of any conversion of any Eurodollar
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.


 


(ii) Notwithstanding
any other provision of this Agreement, subject to Section 2.14, each Swingline Loan shall bear interest at the LIBOR Market
Index Rate plus the applicable rate per annum set forth under the caption “Revolver Eurodollar Spread” in the definition
of “Applicable Rate”. With respect to any Swingline Loan, the Interest Payment Date shall be the first day of each
calendar month and the Maturity Date, and the Interest Period shall be the period commencing on the date of any Swingline Borrowing
and ending one month thereafter; 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 and (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. Accrued interest on each Swingline Loan through
the last day of the prior calendar month shall be payable in arrears on each Interest Payment Date for such Swingline Loan and
upon termination of the Commitments. The applicable LIBOR Market Index Rate shall be determined by the Administrative Agent, and
such determination shall be conclusive absent manifest error.


 


(e)       All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days
(or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). The applicable Adjusted LIBO Rate, or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.


 






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SECTION 2.14.    Alternate
Rate of Interest; Illegality.


 





(a)       IfSubject
to clauses (c), (d), (e), (f), (g) and (h) of this Section 2.14, if prior to the commencement of any Interest
Period for a Eurodollar Borrowing:


 


(i) the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and
reasonable means do not exist for ascertaining, (including, without limitation, by means of an Interpolated Rate) the Alternate
Base Rate, the Adjusted LIBO Rate or the LIBO Rate, as applicable (including because the LIBO Screen Rate is not available or
published on a current basis), for such Interest Period; orprovided
that no Benchmark Transition Event shall have occurred at such time; or


 


(ii) the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for the applicable
Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans
included in such Borrowing for such Interest Period;


 


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 the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to,
or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid
or converted into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing
Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.


 


(b)       If
any Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted that it
is unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue any Eurodollar Borrowing or
any Swingline Loan, or any Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or sell, or to take deposits of, U.S. Dollars in the London interbank market, then, on notice thereof
by such Lender to the Borrower Representative through the Administrative Agent, any obligations of such Lender to make, maintain,
fund or continue Eurodollar Loans or Swingline Loans or to convert ABR Borrowings to
Eurodollar Borrowings will be suspended until such Lender notifies the Administrative Agent and the Borrower Representative that
the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers will upon demand
from such Lender (with a copy to the Administrative Agent), either convert all Eurodollar Borrowings or
Swingline Loans of such Lender to ABR Borrowings, either on the last day of the Interest Period therefor, if such Lender
may lawfully continue to maintain such Eurodollar Borrowings or Swingline Loans to
such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion,
the Borrowers will also pay accrued interest on the amount so prepaid or converted.


 






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(c)           If
at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the
circumstances set forth in Section 2.14(a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the
circumstances set forth in Section 2.14(a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBO
Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no
successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen
Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or
indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO
Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a
specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor
for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent
has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for
determining interest rates for loans, then the Administrative Agent and the Borrower Representative shall endeavor to
establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market
convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an
amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as
may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable
Rate). Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further
action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within
five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from
the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall
be determined in accordance with this Section 2.14(c) (but, in the case of the circumstances described in clause (ii) of the
first sentence of this Section 2.14(c), only to the extent the LIBO Screen Rate for such Interest Period is not available or
published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing
to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall
be repaid or converted into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, and (y)
if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing; provided
that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of
this Agreement.


 


(c)           Notwithstanding
anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as
applicable, 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) or (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 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 (3) 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.


 






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(d)           Notwithstanding
anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR
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 the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes
hereunder or 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; provided that, this clause
(c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower Representative a Term
SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a
Term SOFR Transition Event and may do so in its sole discretion.


 


(e)           In
connection with the implementation of a Benchmark Replacement, 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.


 


(f)            The
Administrative Agent will promptly notify the Borrower Representative and the Lenders of (i) any occurrence of a Benchmark Transition
Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (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 (g) 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.


 





(g)           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 Term SOFR or LIBO 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.


 






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




 


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 LIBO Rate) or the Issuing Bank;


 


(ii) impose
on any Lender or the Issuing Bank or the London 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.


 






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


 


(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 2.15 shall be delivered
to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing
Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


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


 


SECTION
2.16.Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan (excluding
any Swingline Loan bearing interest at the LIBOR Market Index Rate) 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),
(b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the
failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under Section 2.09 and is revoked in accordance therewith), or
(d) the assignment of any Eurodollar 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(c), then, in any such event, the
Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar
Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurodollar Loan had
such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Eurodollar Loan, for the period
from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to
borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other
banks in the eurodollar market. 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.


 






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


 


(c)           Evidence
of Payment. As soon as practicable after any payment of Taxes by any 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.


 






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(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 set off 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 Section 2.17(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,


 


(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 IRS Form W-9 certifying that such Lender is exempt from U.S.
Federal backup withholding tax;


 






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(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 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
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 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 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;


 


(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 originals 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


 






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


 


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


 






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


 


SECTION 2.18.Payments
Generally; Allocation of Proceeds; Sharing of Set-offs.


 


(a)           The
Borrowers shall make each payment 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., Chicago time, on
the date when due, in immediately available funds, without set-off 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. 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 U.S. Dollars.


 


(b)           Any
payments 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 (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 then due and payable on the Loans
ratably, fourth, to prepay principal on the Loans and unreimbursed LC Disbursements, ratably (with amounts applied to
the Term Loans applied to installments of the Term Loans in the inverse order of maturity), fifth, 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, sixth, to pay any amounts owing in respect of Banking Services Obligations and Swap Agreement
Obligations, and seventh, 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 Eurodollar 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 ABR Loans of
the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section
2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply
any and all such proceeds and payments to any portion of the Secured Obligations.


 






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(c)           At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable
expenses (including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other sums
payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request
by the Borrower Representative pursuant to Section 2.03 or 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 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
any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans 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 set-off 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 notice from the Borrower Representative prior to the date on which any payment is
due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrowers will not make
such payment, 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 greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation.


 






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(f)           If
any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid
and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations
of such Lender hereunder. Application of amounts pursuant to clauses (i) and (ii) above shall be made in any order determined
by the Administrative Agent in its discretion.


 


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


 


SECTION 2.19.Mitigation
Obligations; Replacement of Lenders.


 


(a)           If
any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes or
additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then
such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or
to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to 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.


 






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


 


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


 


(b)       such
Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly
provided in Section 9.02(b)) and the Commitment and Revolving Exposure and, if applicable, Term Loan Commitment and Term Loans
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 (b) shall not apply to the vote of a Defaulting
Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly
affected thereby;


 


(c)           if
any Swingline Exposure or LC Exposure exists at the time a 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 (x) to the extent that the conditions set forth
in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Representative shall have otherwise
notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such
conditions are satisfied at such time) and (y) 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;


 






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(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(c) 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(c) 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(c) 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


 


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


 


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


 






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(f)           In
the event that each of the Administrative Agent, the Borrower, 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 of a Loan Party shall upon request of the Administrative Agent,
deliver to the Administrative Agent, from time to time a summary of the amounts due or to become due in respect of such Banking
Services Obligations and Swap Agreement Obligations. 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 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:


 


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


 






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


 


SECTION 3.03.Governmental
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except
for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable
to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, material agreement or other
material instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise
to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation
or imposition of 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 as of and for the fiscal year ended December 31, 2018, reported on by Deloitte & Touche LLP, independent public
accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations
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 and the absence of footnotes.


 


(b)           No
event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since
December 31, 2018.


 


SECTION 3.05.Properties.
(a) As of the date of this AgreementSecond Amendment
Effective Date, Schedule 3.05 sets forth the address of each parcel of real property that is owned or
leased by any Loan Party. 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.


 


(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. The use of such intellectual property 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 (other than licenses of Intellectual Property
permitted by Section 6.05). A correct and complete list of registered intellectual property and applications for any such
registrations owned by each Loan Party and each Subsidiary, as of the Effective Date, is set forth on Schedule 3.05.


 






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SECTION 3.06.Litigation
and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or
any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined,
could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) 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 that could reasonably be expected to have a Material Adverse Effect
and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) has failed to comply with any Environmental Law
or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (B) has
become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability
or (D) knows of any evidence of 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 a Material Adverse Effect.


 


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


 


SECTION 3.08.Investment
Company Status. No Loan Party or any Subsidiary is 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 federal, state, and material local and other Tax
returns and reports required to have been filed by it and has paid or caused to be paid all federal, state, and material local
and other Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings
and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) Taxes in
respect of which the aggregate liability does not exceed $250,000. No tax liens (other than Liens permitted by Section 6.02) have
been filed and no claims in excess of $250,000 (individually or in the aggregate) are being asserted with respect to any such
taxes 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.


 


SECTION
3.10.ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all
other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a
Material Adverse Effect. 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) did not, as of the date of the most recent financial statements reflecting such
amounts, exceed by more than $250,000 the fair market value of the assets of all such underfunded Plans. None of the Loan
Parties or any of their Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan
Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated under this
Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.


 






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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, could 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), taken as a whole,
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 in any material respect; 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 (it being understood that forecasts and projections are subject to contingencies
and no assurance can be given that any forecast or projection will be realized).


 


(b)       As
of the Second Amendment Effective Date, to the best knowledge of any Borrower, the
information included in the Beneficial Ownership Certification provided on or prior to the Second
Amendment 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 AgreementEffective Date
are listed on Schedule 3.12. To the knowledge of any Loan Party, no Loan Party or any Subsidiary is in default in
the performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in (i) any material
agreement or contract to which it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness having an
outstanding principal amount in excess of $500,000.


 


SECTION 3.13.Solvency.


 


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


 






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(b)       The
Loan Parties, taken as a whole, do not intend to, and do not believe that they will, incur debts beyond their ability to pay such
debts as they mature, taking into account the timing of and amounts of cash to be received by them and the timing of the amounts
of cash to be payable on or in respect of their Indebtedness.


 


SECTION 3.14.Insurance.
Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries
as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. Each Borrower maintains,
and has caused each Subsidiary to maintain, with financially sound and reputable insurance companies, 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 which, to the knowledge of the Borrowers, are adequate and customarily maintained by comparable companies engaged in
the same or similar businesses operating in the same or similar locations.


 


SECTION 3.15.Capitalization
and Subsidiaries. As of the Effective Date, 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 Borrower’s (other than the Company’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 other than the Company.


 


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, upon filing of UCC financing
statements and the taking of any other actions or making of filings required for perfection under the laws of the relevant Collateral
Documents and specified herein or in such Collateral Documents, as, and when necessary and required, and if applicable, the taking
of actions or making of filings with respect to intellectual property registrations or applications issued or pending as specified,
such Liens 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.


 






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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 in writing. 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 which would have a Material Adverse Effect on the Loan Parties. All material 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.Federal
Reserve Regulations. No Borrower 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 Loan or Letter of Credit extension hereunder will be used to buy or carry any Margin Stock or for
any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. 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 the Borrowers only or of the Borrowers and their Subsidiaries on a consolidated basis) will be Margin Stock.


 


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


 


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


 


SECTION 3.21.Anti-Corruption
Laws and Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures designed to ensure compliance
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, to the knowledge of any
such Loan Party or Subsidiary, employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan
Party or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby,
is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this
Agreement or the other Loan Documents will violate Anti-Corruption Laws or applicable Sanctions.


 






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SECTION 3.22.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 (i) successful operations of each of the other Loan Parties and (ii) 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 3.23.EEA
Financial Institutions. No Loan Party is an EEA Financial Institution.


 


SECTION 3.24.Carrying
on Business; Assets. Each Loan Party is a resident of the United States for purposes of the Canada-United States Income Tax
Convention (the “Treaty”) and is entitled to the full benefits of the Treaty. No Loan Party has any taxable
income earned in Canada from a source that is neither a treaty-protected business nor a treaty-protected property, and does not
carry on its business principally in Canada.


 


ARTICLE IV



CONDITIONS


 


SECTION 4.01.Effective
Date. The obligationseffectiveness
of the Lenders to make Loans (including the Term Loan on the Term Loan Draw Date (if such date
occursAgreement on the Effective Date)
and of the Issuing Bank to issue Letters of Credit hereunder on the date hereof shall not become effective until each
was subject to satisfaction of the following conditions is
satisfied (or waived in accordance with Section 9.02):precedent:


 


(a)       Credit
Agreement and Other Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto
either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative
Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party
has signed a counterpart of this Agreement, (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, all in form and
substance satisfactory to the Administrative Agent and its counsel.


 






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(b)       Financial
Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company
for the 2017 and 2018 fiscal years, (ii) unaudited interim consolidated financial statements of the Company for each fiscal
month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this
paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable
judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of 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 fiscal year 2023.


 


(c)       Closing
Certificates; Certified Certificates 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 the 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
by-laws 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.


 


(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)       Payoff
of Existing Facility. All obligations outstanding under that certain Credit Agreement, dated June 27, 2018, among the Borrowers,
JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto, shall have been repaid in full in cash
and all lending commitments thereunder terminated.


 






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(h)       Funding
Account. The Administrative Agent shall have received a notice setting forth the deposit account(s) 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)       Solvency.
The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the Effective Date.


 


(j)       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.


 


(k)       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).


 


(l)       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.


 


(m)       Approvals.
(i) All governmental and third party approvals reasonably necessary in connection with the financing contemplated hereby and the
continuing operations of the Company and its Subsidiaries (including shareholder approvals, if applicable) shall have been obtained
on terms satisfactory to Administrative Agent and shall be in full force and effect, and all applicable waiting periods shall
have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise
impose adverse conditions on any of the transactions contemplated hereby; and (ii) there are no injunctions or temporary restraining
order which, in the judgment of the Administrative Agent, would prohibit the financing contemplated hereby.


 


(n)       Corporate
Structure. The corporate structure, capital structure and other material debt instruments, material accounts and governing
documents of the Borrowers and their Affiliates shall be acceptable to the Administrative Agent in its sole discretion.


 


(o)       Insurance.
The Administrative Agent shall be satisfied with the amount, types and terms and conditions of all insurance maintained by the
Loan Parties and their Subsidiaries. The Administrative Agent shall have received copies of insurance policies, declaration pages,
certificates and endorsements of insurance or insurance binders evidencing liability, casualty, property, flood, terrorism and
business interruption insurance meeting the requirements set forth in the Loan Documents.


 






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(p)       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 Loan Parties 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 Loan
Parties 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).


 


(q)       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, renew 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, renewal 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, subject to such materiality qualifier).


 


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


 


Each Borrowing and each issuance, amendment,
renewal 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 clauses (a) and (b) of this Section 4.02.


 






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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:


 


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


 


(a)       within
ninety (90) days after the end of each fiscal year of the Company, the Company’s audited consolidated balance sheet
and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth
in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of
recognized national standing (without a “going concern” or like qualification, commentary or exception and without
any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present
fairly in all material respects the financial condition and results of operations of 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)       within
forty-five (45) days after the end of each fiscal quarter of the Company, its consolidated and consolidating balance sheet and
related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the
then elapsed portion of 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;


 


(c)       within
twenty (20) days after the end of each fiscal month of the Company, its 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 certificate of a Financial Officer of the
Borrower Representative in substantially the form of Exhibit E (a “Compliance Certificate”) (i) certifying,
in the case of the financial statements delivered under clause (b) and (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 Consolidated Total Leverage
Ratio demonstrating compliance with Section 6.12, (iv) setting forth reasonably detailed calculations of the
Consolidated Fixed Charge Coverage Ratio demonstrating compliance with Section 6.13,
and (v) 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;


 






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(e)       no
later than 60 days after 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, in each case, for each month of the
upcoming fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative Agent;


 


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


 


(g)       if
requested by the Administrative Agent, as of the period then ended, a detailed listing of all intercompany loans made by the Loan
Parties during such prior period;


 


(h)       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; provided that any filings available on EDGAR shall be deemed delivered to the Administrative Agent;


 


(i)       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 Borrower 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 Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided
that if a Borrower or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the
applicable Multiemployer Plan, the applicable Borrower 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;


 


(j)       promptly
following any request therefor, (x) 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 (y) information and documentation reasonably requested by
the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money
laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation;


 


(k)       The
Loan Parties acknowledge that the Administrative Agent may order, at the Borrowers’ expense (which shall be limited to once
per annum if no Event of Default has occurred and is continuing), periodic certificates of good standing or the substantive equivalent
available in the jurisdictions of incorporation, formation or organization for each Loan Party from the appropriate governmental
officer such jurisdiction; and


 






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(l)       The
Loan Parties hereby acknowledge that (a) the Administrative Agent may, but shall not be obligated to, (and shall with respect
to documents required to be delivered pursuant to Sections 5.01(a), (b), and (c)) make available to the Lenders and the Issuing
Bank materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”)
may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates,
or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities
with respect to such Persons’ securities (such personnel, the “Public Side Personnel”). The Loan Parties
hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be
distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent,
the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although
it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal
and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be
treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be
entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion
of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Loan Parties shall be
under no obligation to mark any Borrower Materials “PUBLIC”. Furthermore, each Public Lender agrees to cause at least
one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information”
or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate,
in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state
securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information”
portion of the Platform and that may contain material non-public information with respect to the Loan Parties or their securities
for purposes of United States Federal or state securities laws; provided that such individual with access to the “Private
Side Information” shall not share such information with the Public Side Personnel.


 


SECTION 5.02.Notices
of Material Events. The Borrowers will furnish to the Administrative Agent 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 in writing
against any Loan Party or any Subsidiary that (i) seeks damages in excess of $1,500,000, (ii) seeks injunctive relief that could
reasonably be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or
its assets and asserts liability on the part of any Loan Party or Subsidiary in excess of $1,000,000, (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, in each case that could reasonably be expected to have
a Material Adverse Effect, (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $1,000,000 in respect
of any tax, fee, assessment, or other governmental charge, or (vii) involves any material product recall;


 






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(c)       any
Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral for an amount in excess of $500,000;


 


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


 


(e)       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 the Loan Parties by independent accountants in connection with
the accounts or books of the Loan Parties or any Subsidiary, or any audit of any of them as the Administrative Agent or any Lender
(through the Administrative Agent) may reasonably request;


 


(f)       all
material amendments to Material Indebtedness or Subordinated Indebtedness, together with a copy of each such amendment;


 


(g)       if
requested by the Administrative Agent, any Loan Party entering into a Swap Agreement (or an amendment thereto), together with
(if requested by the Administrative Agent) copies of all agreements evidencing such Swap Agreement or amendment;


 


(h)       the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $1,000,000;


 


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


 


(j)       notice
of any action arising under any Environmental Law or of any noncompliance by the Loan Parties or any Subsidiary with any Environmental
Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably
be expected to result in a Material Adverse Effect;


 


(k)       any
material change in accounting or financial reporting practices by the Loan Parties or any Subsidiary which are not mandated by
GAAP or the rules and regulations of the Securities and Exchange Commission; 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
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.


 






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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 (A) its legal existence and (B) except to the extent the failure to do so
could, individually or in the aggregate, not be reasonably expected to have a Material Adverse Effect, the rights, qualifications,
licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the
conduct of its business (including licenses or permits issued, controlled, maintained or otherwise governed by the Bureau of Alcohol,
Tobacco, Firearms and Explosives of the United States’ Department of Justice), and maintain all requisite authority to conduct
its business in each jurisdiction in which its business is conducted, except to the extent the failure to do so could, individually
or in the aggregate, not be reasonably expected to have a Material Adverse Effect, provided that nothing in this Section 5.03
shall prohibit any merger, consolidation, Division, liquidation or dissolution permitted under Section 6.03, and (b)
carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is
presently conducted.


 


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 (other than Taxes in respect of which the aggregate liability does
not exceed $250,000), before the same shall become delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) such Loan Party or Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably
be expected to result in a Material Adverse Effect; provided, however, that each Loan Party will, and will cause
each Subsidiary to, remit withholding taxes and other payroll taxes to appropriate Governmental Authorities as and when claimed
to be due, notwithstanding the foregoing exceptions.


 


SECTION 5.05.Maintenance
of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material to the conduct
of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so could,
individually or in the aggregate, not be reasonably expected to have a Material Adverse Effect.


 


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 examine and make extracts from its books and records, environmental
assessment reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested. Upon the Administrative Agent’s prior written
request, at the Borrowers’ expense, the Loan Parties will deliver to the Administrative Agent on a one time basis an environmental
assessment of the real property prepared by an environmental engineer reasonably acceptable to the Administrative Agent, and accompanied
by such reports, certificates, studies or data as the Administrative Agent may reasonably require, all in form and substance satisfactory
to the Administrative Agent.


 






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SECTION 5.07.Compliance
with Laws and Material Contractual Obligations. Except where the failure to do so could, individually or in the aggregate,
not be reasonably expected to have a Material Adverse Effect, each Loan Party will, and will cause each Subsidiary to, (i) comply
with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform
in all material respects its obligations under material agreements to which it is a party. 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 Revolving Loans, Swingline Loans and the Letters of Credit will be used only for financing the working capital
needs of the Borrowers and their Subsidiaries in the ordinary course of business, to refinance
certain existing Indebtedness, Restricted Payments of the Borrowers and their Subsidiaries permitted hereunder, for Permitted
Acquisitions and/or for other general corporate purposes of the Borrowers and their Subsidiaries which are permitted
hereunder. The proceeds of the Term Loans will be used only for financing the acquisition of
a company or a business identified to the Administrative Agent prior to the Effective Date as a potential acquisition, Permitted
Acquisitions and for the working capital and general corporate needs of the Borrowers and their Subsidiaries in the ordinary course
of business. Notwithstanding the foregoing or anything else contained in this Agreement, after the Effective Date, if the proceeds
of the Loans are directly deposited into a deposit account of the Company by the Administrative Agent or any Lender pursuant to
this Agreement, the Company shall cause all of such proceeds to be contributed (by intercompany loan or Equity Interest contribution)
to a Borrower (other than the Company) in immediately available funds, other than any proceeds used (i) in connection with ordinary
course administrative, maintenance or other similar obligations, fees, costs or expenses associated with the Company’s ownership
of its Subsidiaries or the Company’s obligations under the Loan Documents, (ii) for nonconsensual obligations imposed by
operation of law, (iii) for ordinary course administrative or other similar obligations, fees, costs or expenses with respect
to the Company’s Equity Interests and existence (including payroll and other expenses with respect to employees of the Company
or taxes owed by the Company) and for other general corporate and working capital purposes consistent with past practice, and
(iv) to make investments permitted under Section 6.04(c) (other than to a Loan Party that is not a Borrower), intercompany loans
permitted under Section 6.04(d) (other than to a Loan Party that is not a Borrower) and Section 6.04(m), and Restricted Payments
permitted under Section 6.08(a)(iii). 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 Board, including Regulations T, U and
X.


 


(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 (a) 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, (b) 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 (c) in any manner that would result in the violation of any Sanctions applicable
to any party hereto.


 






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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 (other than projections, forward-looking information and information of a
general economic or industry specific nature), taken as a whole, contains no material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
and the furnishing of such information shall be deemed to be a representation and warranty by the Borrowers on the date thereof
as to the matters specified in this Section 5.09; provided that, with respect to 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 (it being understood that forecasts and projections are subject to contingencies and no assurance can be given that any
forecast or projection will be realized).


 


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. Furthermore, the Loan Parties will furnish to the Administrative Agent,
lender’s loss payable and additional insured insurance endorsements with respect to the property and general liability
insurance policies required to be maintained pursuant to the Loan Documents, in form and substance satisfactory to the
Administrative Agent in its Permitted Discretion and (ii) insurance certificates with respect to the insurance policies
required to be maintained pursuant to the Loan Documents, in each case, in form and substance satisfactory to the
Administrative Agent in its Permitted Discretion.


 


SECTION 5.11.Casualty
and Condemnation. The Borrowers will (a) furnish to the Administrative Agent 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.Depository
Banks. Each Borrower and each other Loan Party 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; provided that the Loan Parties shall not be required to satisfy the foregoing requirements with respect to any
Deposit Accountdeposit account that
is an Excluded Account (as defined in the Security Agreement).


 






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SECTION 5.13.Additional
Collateral; Further Assurances.


 


(a)       Subject
to applicable Requirement of Law, each Loan Party will cause each Subsidiary formed or acquired after the date of this Agreement
to become a Loan Party by executing a Joinder Agreement; provided, however, that no Foreign Subsidiary (or any Subsidiary
thereof) shall be required to become a Loan Party hereunder to the extent doing so could reasonably be expected to result in material
adverse tax consequences to the Loan Parties. 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 directly-owned Domestic
Subsidiaries and (ii) 65% (or such greater percentage that could not reasonably be expected to cause any material adverse tax
consequences to the Loan Parties) of the issued and outstanding Equity Interests entitled to vote (within the meaning of
Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the
meaning of Treas. Reg. Section 1.956-2(c)(2)) in each directly-owned Subsidiary that is a Foreign Subsidiary to, in each
case, 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, grant Liens and security interests in favor of
the Administrative Agent on all assets other than Excluded Property (as defined in the Security Agreement) and 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 and Section 5.15,
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 assets constituting Collateral 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), 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.


 






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SECTION 5.14.Other
Debt. If at any time the Loan Parties enter into any agreement in respect of any secured Indebtedness (other than Refinance
Indebtedness) having a principal amount in excess of $5,000,000 which has negative covenants, financial covenants and events of
default which are, taken as a whole, more favorable to the provider of such Indebtedness or more restrictive on the Loan Parties
than the terms contained herein, the Loan Parties shall, at the request of the Administrative Agent, promptly enter into an amendment
to this Agreement to provide the Lenders hereunder with the benefit of the terms of such other Indebtedness.


 


SECTION 5.15.    Post-Closing.



 


SECTION 5.15.    Within
ninety (90Real Estate Requirements. 


 


(a)           With
respect to each parcel of real property owned or acquired by any Loan Party, each Loan Party shall deliver no later than sixty
(60) days after the Effective Dateacquisition
thereof (or such longer periodtime
as agreed to by Administrative Agent in its sole discretion), the
Administrative Agent shall have received, with respect to each parcel of real property which
is required to be subject to a Lien in favor of the Administrative Agent,agree)
each of the following, in form and substance reasonably satisfactory to the Administrative Agent:


 


(i)     a Mortgage
on such property;


 


(ii)    evidence
that a counterpart of the Mortgage has been recorded in the place necessary, in the Administrative Agent’s judgment, to
create a valid and enforceable first priority Lien in favor of the Administrative Agent for the benefit of itself, the Lenders
and the other Secured Parties;


 


(iii)   ALTA
or other mortgagee’s title policy;


 


(iv)   an
ALTA survey prepared and certified to the Administrative Agent by a surveyor acceptable to the Administrative Agent;


 


(v)    an opinion
of counsel in the state in which such parcel of real property is located in form and substance and from counsel reasonably satisfactory
to the Administrative Agent;


 


(vi)   flood
certifications and, if any such parcel of real property is determined by the Administrative Agent to be in a flood zone, a flood
notification form signed by the Borrower Representative and evidence that flood insurance is in place for the building and contents
of a type and in an amount sufficient to comply with the Flood Laws, all in form and substance satisfactory to the Administrative
Agent;


 


(vii) estoppel
certificates executed by all tenants of such real property, subordination, non-disturbance and attornment agreements in form and
substance reasonably satisfactory to the Administrative Agent and such other consents, agreements and confirmations of lessors
and third parties have been delivered as the Administrative Agent may deem necessary or desirable, together with evidence that
all other actions that the Administrative Agent may deem necessary or desirable in order to create perfected first priority Liens
on the real property described in the Mortgages have been taken; and


 






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(viii) such
other information, documentation, and certifications relating to or in connection with the delivery of items (a)
 – (gi) – (vii) above as may be reasonably required by the
Administrative Agent or required by any Requirement of Law.


 


(b)           Within thirty (30)
days after the Effective Date (or such longer period as agreed to by Administrative Agent in its sole discretion), the Administrative
Agent shall have received each Deposit Account Control Agreement required to be provided pursuant to Section 4.14 of the Security
Agreement.


 


(c)           Within thirty (30)
days after the Effective Date (or such longer period as agreed to by Administrative Agent in its sole discretion), the Loan Parties
shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Agent, such certificates and endorsements
with respect to insurance policies (including, without limitation, lender’s loss payable endorsements, additional insured
endorsements and notice of cancellation endorsements) as are required to be delivered pursuant to Section 5.10 of this Agreement.


 


(d)           Within thirty (30)
days after the Effective Date (or such longer period as agreed to by Administrative Agent in its sole discretion), the Loan Parties
shall deliver, or cause to be delivered, to the Administrative Agent evidence of the amendment of the bylaws of Black Diamond,
in form and substance reasonably satisfactory to the Administrative Agent and as deemed reasonably necessary by Administrative
Agent to remove all restrictions on the transferability of any ownership interests in such Loan Party.


 


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;


 


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


 






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


 


(d)       Guarantees
by any Loan Party of Indebtedness of any Subsidiary or another Loan Party and by any Subsidiary of Indebtedness of any Loan Party
or any other Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees
by any Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to the limitations set forth in
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 (if such Indebtedness is so subordinated to
the Secured Obligations);


 


(e)       Indebtedness
of any Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets
(whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in
connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness
is incurred prior to or within 120 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 $10,000,000 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) and (e) of Section 6.01 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 (except in an amount equal to prepayment premiums, customary fees, customary expenses or
similar customary amounts payable in respect thereof), provided that any interest rate may be increased in an amount equal to
the greater of (A) an additional 4% and (B) such rates as may be prevailing under relevant market conditions, (ii) any Liens
securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or any Subsidiary, (iii)
such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness,
(iv) the terms of such Refinance Indebtedness other than fees and interest are not, taken as a whole, less favorable to the
obligor thereunder than the original terms of such Original Indebtedness, taken as a whole, and (v) 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;


 






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(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)        Indebtedness
of any Person that becomes a Subsidiary after the date hereof other than as a result of a Division; 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 (i) (together with any Refinance
Indebtedness subsequently incurred in respect thereof which is permitted by clause (f) above) shall not exceed $5,000,000 at any
time outstanding;


 


(j)        other
unsecured Indebtedness in an aggregate principal amount not exceeding $10,000,000 at any time outstanding;


 


(k)       Subordinated
Indebtedness; provided that the aggregate principal amount of Indebtedness permitted by this clause (k), together with any Refinance
Indebtedness subsequently incurred in respect thereof which is permitted by clause (f) above, shall not exceed $5,000,000 at any
time outstanding;


 


(l)        obligations
(contingent or otherwise) of any Loan Party or any Subsidiary existing or arising under any Swap Agreement; provided, that, such
obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating
risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking
a “market view”;


 


(m)       unsecured
Indebtedness of the Company or its Subsidiaries in respect of Earn-Outs owing to sellers of assets or Equity Interests to such
Borrower or its Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions;


 


(n)       Indebtedness
owed to any Person providing property, casualty, liability, or other insurance to the Loan Parties, so long as the amount of such
Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance
for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year;


 


(o)       contingent
liabilities in respect of any indemnification obligation, adjustment of purchase price (including working capital
adjustments), non-compete, or similar obligation (for the avoidance of doubt, excluding any Earn-Outs) of Company or the
applicable Subsidiary incurred in connection with the consummation of one or more Permitted Acquisitions;


 


(p)       Indebtedness
representing deferred compensation owing to employees, directors and officers of the Company or any of its Subsidiaries in the
ordinary course of business;


 






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(q)       other
Indebtedness so long as the aggregate principal amount of the Indebtedness outstanding at any time pursuant to this clause (q)
does not exceed $5,000,000; and


 


(r)       Indebtedness
of any non-Loan Party Foreign Subsidiary provided that (i) the aggregate principal amount of the Indebtedness outstanding at any
time pursuant to this clause (r) does not exceed $5,000,000 and (ii) such Indebtedness is not directly or indirectly recourse
to any of the Loan Parties or their respective assets.;
and


 


(s)       Convertible Notes with
an aggregate principal amount outstanding not to exceed $125,000,000 plus any accrued interest thereon.


 


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 or rights in respect of any thereof,
except, in each case, so long as no Default or Event of Default shall then exist or would result therefrom:


 


(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 hereofEffective
Date 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 hereofEffective
Date, 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 prior to the acquisition thereof by any Borrower or any Subsidiary or existing on any property
or asset 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;


 


(f)       Liens
of a collecting bank arising in the ordinary course of business under Section 4-208 of the UCC in effect in the relevant
jurisdiction covering only the items being collected upon;


 






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


 


(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;


 


(i)       Liens
solely on equipment and/or real property (and fixtures thereon); provided that such Liens secure solely Indebtedness permitted
by clause (q) of Section 6.01 and the Loan Parties provide or cause to be provided an access agreement with respect to
such equipment and/or real property (and fixtures thereon), in form and substance satisfactory to the Administrative Agent in
its Permitted Discretion;


 


(j)       Liens
granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums
to the extent the financing is permitted under Section 6.01;


 


(k)       purported
Liens evidenced by the filing of a precautionary UCC-1 financing statement relating solely to operating leases of equipment;


 


(l)       leases,
licenses, subleases or sublicenses of real property or equipment granted to others in the ordinary course of business which do
not (i) interfere in any material respect with the business of any Borrower and its Subsidiaries, taken as a whole, or (ii) secure
any Indebtedness;


 


(m)       Liens
solely encumbering Equity Interests issued by a joint venture that is not a Subsidiary and arising under rights of first offer,
rights of first refusal, tag-along rights, drag-along rights, and other customary restrictions on the transfer of such Equity
Interests contained in organizational documents governing the terms of such joint venture to which a Loan Party is a party or
by which such Person is bound;


 


(n)       licenses
of Intellectual Property permitted by Section 6.05;


 


(o)       Liens
on any cash earnest money deposit, escrow arrangements or similar arrangements made by any Borrower or any Subsidiary in connection
with any letter of intent or acquisition agreement with respect to a Permitted Acquisition;


 


(p)       any
interest or title of a lessor under any operating lease entered into by any Loan Party or any Subsidiary in the ordinary course
of business covering only the assets so leased;


 


(q)       Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with
the importation of goods in the ordinary course of business;


 


(r)       Liens
securing Indebtedness permitted by clause (q) of Section 6.01;


 


(s)       other
Liens which do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the obligations
secured thereby does not exceed $500,000; and


 






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(t)       Liens
solely on the assets of any non-Loan Party Foreign Subsidiary; provided that such Liens secure solely Indebtedness permitted by
clause (r) of Section 6.01 and such Liens do not encumber any Equity Interests of such non-Loan Party Foreign Subsidiary
pledged by a Loan Party as Collateral pursuant to the Loan Documents.


 


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, consummate a Division as
the Dividing Person, 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 (or the Company or any Borrower if multiple Borrowers are involved) 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, (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, (iv) any Loan Party (other than a Borrower) may
liquidate or dissolve if all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving
Loan Party are transferred to a Loan Party that is not liquidating or dissolving (v) any Borrower may merge into any other
Borrower, and (vi) the Company and its Subsidiaries may merge or consolidate with a target in connection with a Permitted
Acquisition provided that if a Loan Party is a constituent party to any such merger or consolidation, such Loan Party shall
be the surviving entity unless the surviving entity is an entity organized under the laws of a jurisdiction located in the
U.S., executes a Joinder Agreement and becomes a Borrower or Loan Party hereunder; provided that any such merger or
Division involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger or Division shall not be
permitted unless also permitted by Section 6.04.


 


(b)       No
Loan Party will, nor will it permit any Subsidiary to, engage in (including, without limitation, by the making of any investment
in, acquisition of or loan to any Person that would otherwise be permitted under the Loan Documents) any business other than (I)
businesses in which the Loan Parties are engaged on the Effective Date, (II) businesses that are reasonably similar, ancillary,
or complementary or a line of business that is a reasonable extension, development or expansion, in each case, solely to the businesses
that a Loan Party is engaged on the Effective Date, and (III) businesses otherwise approved by the Administrative Agent in its
sole discretion.


 


(c)       The
Company will not engage in any business or activity other than the ownership of all the outstanding Equity Interests of its Subsidiaries
and activities incidental thereto. The Company will not own or acquire any assets (other than Equity Interests of its Subsidiaries,
the cash proceeds of any Restricted Payments permitted by Section 6.08, investments permitted under clause (ii) to the proviso
to Section 6.04(c) and intercompany loans permitted under clause (A) to the proviso to Section 6.04(d), Section 6.04(m) and Section
6.04(n)) or incur any liabilities (other than liabilities under the Loan Documents and liabilities reasonably incurred in connection
with its maintenance of its existence and operations).


 


(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.


 






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


 


(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, or as a Division Successor pursuant to the Division of, any Person that was not a Loan Party and a wholly owned
Subsidiary prior to such merger or Division) 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 hereofEffective Date
and described in Schedule 6.04;


 


(c)       investments
by the Loan Parties and their Subsidiaries in Equity Interests in their respective Subsidiaries (which may include Subsidiaries
created after the Effective Date), provided that, in each case, (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 5.13), (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan
Parties (together, in each case, with outstanding intercompany loans permitted under clause (A) to the proviso to Section 6.04(d)
and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $5,000,000 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;


 


(d)       loans
or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided
that (A) the amount of such loans and advances made by Loan Parties to non-Loan Parties (together, in each case, 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 $5,000,000 at any time outstanding (in each case determined without regard to any write-downs
or write-offs) and (B) no such loans or advances may be made to a non-Loan Party while any Default is continuing or would result
therefrom;


 


(e)       Guarantees
constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries
that are not Loan Parties that is Guaranteed by any Loan Party shall (together, in each case, with outstanding investments permitted
under clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (A) to the proviso
to Section 6.04(d)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs
or write-offs);


 






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(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 $1,000,000 in the aggregate
at any one time outstanding;


 


(g)       notes
payable, or stock or other securities issued by Account Debtors (as defined in the UCC) to a Loan Party pursuant to negotiated
agreements with respect to settlement of such Account Debtor’s Accounts (as defined in the UCC) 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 the disposition of assets permitted by Section 6.05;


 


(k)       Permitted
Acquisitions;


 


(l)       Indebtedness
owing by Black Diamond Austria GmbH, formerly known as ADMIN BG Holding GmbH, a company organized under the laws of Austria, to
the Company, formerly known as Black Diamond, Inc., evidenced by that certain Amended and Restated Intercompany Debt Agreement,
dated as of May 31, 2018, as amended by Amendment No. 1 thereto dated January 1, 2019, as amended by Amendment No. 2 thereto dated
May 3, 2019, by and between the Company and Black Diamond Austria GmbH, as disclosed to the Administrative Agent prior to the
Effective Date (or as subsequently amended, restated, replaced or refinanced so long as such amendment, restatement, replacement
or refinancing is consented to by the Administrative Agent in its Permitted Discretion, such consent not to be unreasonably withheld,
delayed or conditioned if the debt amount, maturity, amortization and interest rate as set forth therein is not less favorable
to the Lenders than the debt amount, maturity, amortization and interest rate existing on the date hereof) (the “Austria
GmbH Debt Agreement”), in an aggregate amount not to exceed €10,000,000 at any time outstanding; provided
that (i) no loans or advances may be made by the Company to Black Diamond Austria GmbH pursuant to the Austria GmbH Debt Agreement
while any Default is continuing or that would result therefrom and (ii) Black Diamond Austria GmbH may assign the Austria GmbH
Debt Agreement (and the Indebtedness owing thereunder) to a non-Loan Party Foreign Subsidiary of the Company approved by the Administrative
Agent in its Permitted Discretion;


 






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(m)       Indebtedness
owing by Black Diamond Equipment Europe GmbH, a company organized under the laws of Austria, to Black Diamond, evidenced by that
certain Amended and Restated Intercompany Debt Agreement, dated as of May 31, 2018, as amended by Amendment No. 1 thereto dated
May 3, 2019, by and between Black Diamond Equipment Europe GmbH and Black Diamond, as disclosed to the Administrative Agent prior
to the Effective Date (or as subsequently amended, restated, replaced or refinanced so long as such amendment, restatement, replacement
or refinancing is consented to by the Administrative Agent in its Permitted Discretion, such consent not to be unreasonably withheld,
delayed or conditioned if the debt amount, maturity, amortization and interest rate as set forth therein is not less favorable
to the Lenders than the debt amount, maturity, amortization and interest rate existing on the date hereof) (the “Equipment
AG Debt Agreement”), in an aggregate amount not to exceed 6 million Swiss Francs at any time outstanding; provided
that (i) no loans or advances may be made by Black Diamond to Black Diamond Equipment Europe GmbH pursuant to the Equipment
AG Debt Agreement while any Default is continuing or that would result therefrom and (ii) Black Diamond Equipment Europe GmbH
may assign the Equipment AG Debt Agreement (and the Indebtedness owing thereunder) to a non-Loan Party Foreign Subsidiary of the
Company approved by the Administrative Agent in its Permitted Discretion;


 


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


 


(o)       investments
to the extent funded exclusively with (i) the identifiable cash proceeds from an issuance of Equity Interests by the Company (net
of the payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses
of accountants, lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and expenses actually
incurred in connection with such issuance of Equity Interests), which such issuance of Equity Interests is made within the 365
consecutive days period (or such longer period as agreed to by the Administrative Agent in its Permitted Discretion) immediately
preceding the making of such investment and/or (ii) Indebtedness of Subsidiaries which are not Loan Parties incurred pursuant
to Section 6.01(r); and


 


(p)       other
investments; provided that (i) the aggregate amount of such investments shall not exceed $5,000,000 at any time outstanding (in
each case determined without regard to any write-downs or write-offs) and (ii) no such investments into a non-Loan Party may be
made while a Default is continuing or would result therefrom.


 


SECTION 6.05.Asset
Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset (and
whether effected pursuant to a Division or otherwise), 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:


 


(a)       sales,
transfers and dispositions of (i) inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus
equipment or property in the ordinary course of business;


 


(b)       sales,
transfers and dispositions that are solely among: (i) Loan Parties or (ii) Subsidiaries that are not Loan Parties so long as the
investment corresponding to such sale, transfer or other disposition is permitted by clauses (c) and (d) of Section 6.04;


 






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(c)       sales,
transfers and dispositions of Accounts in connection with the compromise, settlement or collection thereof;


 


(d)       sales,
transfers and dispositions of or constituting Permitted Investments;


 


(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;


 


(g)       non-exclusive
licenses of Intellectual Property granted in the ordinary course of business (including, without limitation, customary non-exclusive
incidental licenses of Intellectual Property to retailers, distributors and websites, in the ordinary course of business and required
for the purposes of marketing the products of the Company and its Subsidiaries), provided that such licenses could not reasonably
be expected to materially diminish the net value of such Intellectual Property (after taking into account the reasonably anticipated
payments to be received in connection with the granting or performance of such licenses or the sales of products thereunder);


 


(h)       a
true lease or sublease of real property that is no longer necessary or desirable to the business of any Loan Party or any Subsidiary
that does not materially interfere with the business of the Loan Parties and their Subsidiaries;


 


(i)       sales,
transfers and other dispositions of assets (other than Equity Interests in a Subsidiary, Accounts, inventory or intellectual property
that are not permitted by any other clause of this Section), provided that the aggregate fair market value of all assets
sold, transferred or otherwise disposed of in reliance upon this clause (i) shall not exceed $1,000,000 during any fiscal year
of the Company;


 


(j)       sales,
transfers and other dispositions of assets of Foreign Subsidiaries that are not Loan Parties that are made for fair value; and


 


(k)       the
abandonment or the discontinuation of the use of any Intellectual Property (including any application or right to file any application
with respect thereto) that is not used in, useful to, or material to the business of the Company or its Subsidiaries, with the
prior written consent of the Administrative Agent in its sole discretion.


 


provided that all sales, transfers,
leases and other dispositions permitted hereby (other than those permitted by clauses (b), (e) (subject to the terms of Section
6.06), (f), (g), (h), (j) and (k) 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 fair value of such fixed or capital
asset and, unless otherwise waived by the Administrative Agent in its Permitted Discretion, the Loan Parties, to the extent required
by the Security Agreement, provide or cause to be provided an access agreement with respect to such equipment and/or real property
(and fixtures thereon), in form and substance satisfactory to the Administrative Agent in its Permitted Discretion.


 






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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.


 


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, (without
limiting the other provisions hereof, other than entry into any such agreement made in connection with the Convertible Note
Issuance), 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 declare and pay dividends to any other Loan Party
and any Subsidiary that is not a Loan Party may declare and pay dividends to any Loan Party, (iii) the Loan Parties may make
Restricted Payments to its shareholders, so long as (A) the aggregate amount of all such Restricted Payments does not exceed
$10,000,000 during any fiscal year and (B) no Default or Event of Default exists or would result therefrom, and (iv)
the Loan Parties may make additional Restricted Payments to its shareholders so long as (A) no Default or Event of Default
exists or would result therefrom and (B) the pro forma Consolidated Total Leverage Ratio would not exceed 2.50:1.00
(calculated on a pro forma basis as at the end of the most recently ended fiscal quarter for which financial
statements are then available after giving effect to such Restricted Payment and any Indebtedness incurred in connection
therewith), (v) the Loan Parties may pay required interest as and when due to holders of
Convertible Notes, and (vi) the Loan Parties may cash settle with holders of Convertible Notes in an amount equal to their
fractional shares upon conversion of the Convertible Notes. For the avoidance of doubt, no payments pursuant to Convertible
Notes shall be made under this clause (a) (except as provided in clauses (v) and (vi) above).


 


(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;


 






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


 


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


 


(v) with respect to any
Convertible Notes, the cash settlement to holders of Convertible Notes in an amount equal to their fractional shares upon the
conversion of their Convertible Notes.


 


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 Loan Parties not involving any other Affiliate, (c) any investment permitted by Sections 6.04(c),
6.04(d), 6.04(e), 6.04(m) or 6.04(n), (d) any Indebtedness permitted under Section 6.01(c) or 6.01(d), (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, consulting fees, and employee benefit arrangements paid to, and indemnities provided for the
benefit of, directors, officers or employees or consultants of the Borrowers or their Subsidiaries in the ordinary course of
business or otherwise for fair market value 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 hereofEffective
Date 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 or acquisition of a Subsidiary pending such sale or acquisition, provided
that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv)
the foregoing shall not apply to restrictions and conditions in any indenture, agreement, document, instrument or other arrangement
relating to the assets or business of any Subsidiary existing prior to the consummation of an acquisition in which such Subsidiary
was acquired (and not created in contemplation of such acquisition), (v) the foregoing shall not apply to customary provisions
in joint venture agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and
to Equity Interests in such joint venture), (vi) 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 (vii) clause (a) of the foregoing shall not apply to customary provisions
in leases and other contracts restricting the assignment thereof.


 






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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 or (b) its charter, articles or certificate of incorporation
or organization, by-laws, operating, management or partnership agreement or other organizational or governing documents, to the
extent any such amendment, modification or waiver would be materially adverse to the Lenders.


 


SECTION 6.12.Consolidated
Total Leverage Ratio. The Borrowers shall not permit the Consolidated Total Leverage Ratio, determined as of the end of each
fiscal quarter for the period of four fiscal quarters then ending, to exceed 34.00:1.00.


 


SECTION 6.13.Consolidated
Fixed Charge Coverage Ratio. The Borrowers will not permit the Consolidated Fixed Charge Coverage Ratio, determined as of
the end of each fiscal quarter for the period of four fiscal quarters then ending, to be less than 1.25 to 1.0.


 


 


ARTICLE VII


 


EVENTS OF DEFAULT


 


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


 


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


 


(b)       the
Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause
(a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable;


 


(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;


 






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(d)           any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with
respect to a Loan Party’s existence), 5.08, 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) 5 days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative
Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of Section 5.01,
5.02 (other than Section 5.02(a)), 5.03 through 5.07, 5.10, 5.11 or 5.12 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 fail to make any payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable;


 


(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 or that requires
any Loan Party to make an offer to prepay, repurchase, redeem or defease 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;


 


(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;


 






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(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 $1,000,000 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,
could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on
appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;


 


(l)            an
ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events
that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate
amount exceeding $1,000,000 for all periods;


 


(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


 






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(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 $1,000,000;


 


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 either or both of the following actions, at the same or different times:  (i) terminate the
Commitments (including the Swingline Commitment), whereupon the Commitments shall terminate immediately, (ii) declare the
Loans then outstanding to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of
each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared
to be due and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, in each
case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the 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 Commitments (including the Swingline Commitment) shall automatically
terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest
thereon and all fees and other obligations of the Borrowers accrued hereunder, 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.    Appointment. Each of the Lenders, on behalf of itself and any of its Affiliates that are
Secured Parties and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the
Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise
such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and
powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other
than the U.S., each of the Lenders and the Issuing Bank hereby grants to the Administrative Agent any required powers of
attorney to execute any Collateral Document governed by the laws of such jurisdiction on such Lender’s or Issuing
Bank’s behalf. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders
(including the Swingline Lender and the Issuing Bank), and the Loan Parties shall not have rights as a third party
beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used
herein or in any other Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead,
such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship
between independent contracting parties.


 






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SECTION 8.02.    Rights
as a Lender. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity
as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its
Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Loan Party or any Subsidiary
or any Affiliate thereof as if it were not the Administrative Agent hereunder.


 


SECTION
8.03.    Duties and Obligations. The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that
the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) 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 Loan Party or any Subsidiary that is communicated to or
obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall
not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or
in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court
of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and 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 hereunder or in connection with any Loan Document, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity,
enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the
creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction
of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.


 






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SECTION 8.04.   Reliance.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or
sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


SECTION 8.05.    Actions
through Sub-Agents. The Administrative Agent may perform any and all of its duties and exercise its rights and powers 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 and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs 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 in connection with the syndication of the credit facilities
provided for herein as well as activities as the Administrative Agent.


 


SECTION
8.06.   Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and
the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, in consultation with the
Borrowers, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its
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. Upon the
acceptance of its appointment as Administrative Agent hereunder by its successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The
fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor,
unless otherwise agreed by the Borrowers and such successor. Notwithstanding the foregoing, in the event no successor
Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the
retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the
effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrowers, whereupon, on the date of effectiveness
of such resignation stated in such notice, (a) 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, 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 paragraph (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 (b) the Required Lenders shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) 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 (ii) all notices and other communications required or
contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and the
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 it was acting as Administrative Agent and in respect of the matters referred to in the proviso
under clause (a) above.


 






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SECTION 8.07.    Non-Reliance.


 


(a)           Each
Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and
not investments in a business enterprise or securities. Each Lender and each Issuing Bank further
represents thatand 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 its 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 of this credit facility or
any amendment thereto or any other Lender or Issuing Bank and their respective
Related Parties 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.
Each Lender, 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 Issuing Bank shall, independently and without reliance
upon the Administrative Agent, any arranger of this credit facility or any amendment thereto or any other Lender and their
respective Related Parties 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, any related agreement or any document furnished hereunder or thereunder and in deciding
whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and
obligations hereunder.


 


(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.


 






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SECTION 8.08.    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 the Borrower
or any other Loan Party, that at least one of the following is and will be true:


 


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


 


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


 


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


 


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


 


(b)           In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not
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 the Borrower or any other Loan Party, that none of the Administrative Agent, or any Arranger or any of their respective
Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including in connection with the reservation
or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto
or thereto).


 






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


 


SECTION 8.09.   Not
Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties. (a) The Lenders are not partners
or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case
of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right
on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or
interest has become due and payable pursuant to the terms of this Agreement.


 


(b)           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 New York Uniform Commercial Code. Each Lender authorizes the
Administrative Agent to enter into each of the Collateral Documents to which it is a party and to take all action
contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the
right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed
that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon
the terms of the Collateral Documents. 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.


 


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.


 






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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:


 


CLARUS CORPORATION


2084 East 3900 South


Salt Lake City, Utah 84124


Attention: Aaron Kuehne


Facsimile No: 801-278-5544


 


with a copy to:


 


KANE KESSLER, P.C.

666 Third Avenue, 23rd Floor

New York, New York 10017-4041

Attention: Robert L. Lawrence, Esq.

Facsimile No: (212) 245-3009

Email: rlawrence@kanekessler.com


 


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


 


JPMORGAN CHASE BANK, N.A.

Middle Market Servicing

10 South Dearborn, Floor L2, Suite IL1-0480


Chicago, Illinois 60603-2300

Email: jpm.agency.servicing.1@jpmorgan.com


 


with a copy to:


 


JPMORGAN CHASE BANK, N.A.

201 South Main Street, Suite 300


Salt Lake City, Utah 84111


Attention: Kristin L. Gubler


Facsimile No: (801) 359-4352


Email: kristin.l.gubler@chase.com


 






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with a copy to:


 


MORGAN, LEWIS & BOCKIUS LLP


One Federal Street

Boston, Massachusetts 02110-1726

Attention: Matthew F. Furlong, Esq.


Facsimile No: (617) 341-7741


Email: matthew.furlong@morganlewis.com


 


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


 


JPMORGAN CHASE BANK,
N.A.


Middle Market Servicing


10 South Dearborn, Floor L2, Suite IL1-0480


Chicago, Illinois 60603-2300


Facsimile No: (312) 233-2264


Email: chicago.lc.agency.closing.team@jpmorgan.com


 


with a copy to:


 


JPMORGAN CHASE BANK, N.A.

201 South Main Street, Suite 300


Salt Lake City, Utah 84111


Attention: Kristin L. Gubler


Facsimile No: (801) 359-4352


Email: kristin.l.gubler@chase.com


 


with a copy to:


 


MORGAN, LEWIS & BOCKIUS LLP


One Federal Street

Boston, Massachusetts 02110-1726

Attention: Matthew F. Furlong, Esq.


Facsimile No: (617) 341-7741


Email: matthew.furlong@morganlewis.com


 


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


 


All such notices and other communications
(i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when
received, (ii) sent by 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 (iii) delivered through Electronic Systems to the extent provided in paragraph (b)
below shall be effective as provided in such paragraph.


 






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(b)           Notices
and other communications to the LendersBorrower
Representative, any Loan Party, the Lenders, the Issuing Banks and the Administrative Agent hereunder may be delivered
or furnished by Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall
not apply to notices pursuant to Article II or to compliance and no Default certificates delivered pursuant to Section 5.01(d)
unless otherwise agreed by the Administrative Agent and the applicable Lender. Each of the Administrative Agent and the Borrower
Representative (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it
hereunder by Electronic Systems 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.


 


(d)           Electronic
Systems.


 


(i) Each
Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available
to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially
similar Electronic System.


 


(ii)
Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The
Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for
errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of
merchantability, fitness for a particular purpose, non-infringement of third- party rights or freedom from viruses or other
code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall
the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any
liability to the Borrowers or the other Loan Parties, any Lender, the 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 Borrower’s, any Loan Party’s or the Administrative Agent’s
transmission of communications through an Electronic System. “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
the Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.


 






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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
9.02, 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 (with respect to any increase in the Revolving Credit
Commitments or Incremental Term Loan Amendment), subject to Section 2.14(c), (d)
and (e), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended
or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers
and the Required Lenders or (y) 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 (including any such increase in Revolving Credit
Commitments or Incremental Term Loan Amendment pursuant to Section 2.09) shall (i) increase the Commitment of
any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) 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 (ii)), (iii) postpone
any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest,
fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled
date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting
Lender) directly affected thereby, (iv) change Section 2.18(b) or (d) in a manner that would alter the manner in which payments
are shared, without the written consent of each Lender (other than any Defaulting Lender), (v) 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 (it being understood that, solely with the consent of the parties to an Incremental Term Loan Amendment, Incremental Term
Loans may be included in the determination of Required Lenders on substantially the same basis as the Commitments and the Revolving
Loans are included on the Second Amendment Effective Date), (vi) change Section 2.20,
without the consent of each Lender (other than any Defaulting Lender), (vii) 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 (viii) except as provided in clause (c) of this Section 9.02 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 2.07 or any letter of credit application and any bilateral agreement between the Borrower
Representative and the Issuing Bank regarding the respective rights and obligations between the applicable Borrower and the Issuing
Bank in connection with the issuance of Letters of Credit without the prior written consent of the Administrative Agent and the
Issuing Bank, respectively. The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered
into pursuant to Section 9.04. Any amendment, waiver or other modification of this Agreement or any other Loan Document that by
its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any
other Class), may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number or
percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such
Class of Lenders were the only Class of Lenders hereunder at the time.


 






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(b)(c)      The
Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion,
to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of
all Secured Obligations, and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected
Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the
Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative
Agent may rely conclusively on any such certificate, without further inquiry), (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.


 






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(c)(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.


 


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


 






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SECTION
9.03.   Expenses; Indemnity; Damage Waiver. (a)  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 an Electronic System) 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:


 


(i)    insurance
reviews;


 


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


 


(iii) Taxes,
fees and other charges for (A) lien and title searches and title insurance and (B) recording the Mortgages, filing financing statements
and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;


 


(iv) Environmental
reviews, surveys and related real estate matters;


 


(v)  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


 


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


 


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


 


(b)           Limitation of Liability.
To the extent permitted by applicable law (i) neither any Borrower nor any other Loan Party shall assert, and each Borrower and
each Loan Party hereby waives, any claim against 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 other Loan Party of any obligation it may have to indemnify an Indemnitee, as
provided in Section 9.03(c), against any special, indirect, consequential or punitive damages asserted against such Indemnitee
by a third party. 


 






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(b)(c)      Indemnity.
The Loan Parties shall, jointly and severally, shall
indemnify the Administrative Agent, theeach
Arranger, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, penalties, incremental taxes, liabilitiesLiabilities
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, the performance by the parties hereto of their respective
obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan
or Letter of Credit or the use of the proceeds therefrom (including any refusal by thean
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), (iii) 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, (iv)  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 asuch
Loan Party for Taxes pursuant to Section  2.17, or (v)      any
actual or prospective claim, litigation, investigation or proceedingProceeding
relating to any of the foregoing, whether or not such claim, litigation, investigation
or proceedingProceeding
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 losses,
claims, damages, penalties, liabilitiesLiabilities
or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have
resulted primarily
from the gross negligence, bad faith or willful misconduct of such
Indemnitee. This Section  9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses
or damages arising from any non-Tax claim.


 






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(e)(d)      To
the extent that any Loan Party failsLender Reimbursement. Each Lender
severally agrees to pay any amount required to be paid by itthe
Borrower under paragraphs (a), (b) or (c) of this Section 9.03 to the Administrative Agent (or
any sub-agent thereof), , the Issuing Bank and the Swingline
Lender or the Issuing Bank (or any , and
each Related Party of any of the foregoing) under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent, the Swingline Lender or the Issuing Bank
( Persons (each, an “Agent-Related Person”) (to the extent not
reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their
respective Applicable Percentage in effect on the date on which such payment is sought under this Section (or, if such
payment is sought after the date upon which the Commitments shall have terminated and the Obligations shall have been Paid in
Full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all
Liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time
(whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent-Related Person
in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any Related
Party ofdocuments 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), as the case may be, such Lender’s
Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount (it being understood that any such payment by the Lenders shall not relieve any Loan Party of any default
in the payment thereof);; provided that the unreimbursed
expense or indemnified loss, claim, damage, penalty, liabilityLiability or
related expense, as the case may be, was incurred by or asserted against the Administrative
Agent, the Swingline Lender or the Issuing Banksuch Agent-Related
Person in its capacity as such.


 






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(d)       To the extent permitted
by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee (i) for any
damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other
information transmission systems (including the Internet) or (ii) 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 paragraph (d)
shall relieve any Loan Party of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential
or punitive damages asserted against such Indemnitee by a third party.


 


(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 9.04) 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 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 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;


 






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


 


(B)       each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement, it being understood that non-pro rata assignments of or among any of the Commitments, the Revolving
Loans and the Term Loan are not permitted;


 


(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 a 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) company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s)
thereof; provided that, 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 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.


 






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


 


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


 


(v)       Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, or (y) to the extent
applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a 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(cd),
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 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 Commitment and the Loans
owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) 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 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.


 






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


 






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(e)       One
or more Additional Lenders may be admitted as Lenders party to this Agreement from time to time in connection with an increase
of the aggregate Commitment pursuant to Section 2.09, subject to (i) execution and delivery by any such Additional Lender to the
Administrative Agent, for recording in the Register, of an Instrument of Adherence substantially in the form of Exhibit F (an
 “Instrument of Adherence”), (ii) acceptance of such Instrument of Adherence by each of the Administrative Agent
and the Borrower Representative by their respective executions thereof, and (iii) the completion of an Administrative Questionnaire
by such Additional Lender promptly delivered to the Administrative Agent. Upon the satisfaction of the foregoing conditions, from
and after the effective date specified in each such Instrument of Adherence, the Additional Lender shall be a Lender party hereto
and have the rights and obligations of a Lender hereunder.


 


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


 


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 fees payable to the Administrative Agent 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.


 






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


 






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


 


SECTION 9.08.    Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its 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
or Affiliate to or for the credit or the account of any Loan Party against any of and all the Secured Obligations held by such
Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations
may be unmatured. The applicable Lender shall notify the Borrower Representative and the Administrative Agent of such set-off
or application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any
such set-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.


 


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 laws of conflicts)
of the State of New York, but giving effect to federal laws applicable to national banks.


 


(b)       Each
Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S.
Federal or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan
Documents, 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 be heard and determined in such New York 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.


 


(c)       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 (b) 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.


 






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(d)       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. 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, OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


 


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


 


SECTION 9.12.    Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and
agents, including accountants, legal counsel and other advisors (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) on a confidential basis to (i) any rating agency in connection with rating the
Company or any of its Subsidiaries or the credit facilities provided for herein or (ii) 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, (h) with the consent of the Borrower Representative, (i) to holders of Equity Interests in any Borrower, (j) to any
Person providing a Guarantee of all or any portion of the Secured Obligations, or (k) to the extent such Information (i) is
or becomes publicly available other than as a result of a breach of this Section or (ii) is or 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 other Loan Party.
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.
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 but in no event less than a reasonable amount of care.


 






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EACH LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE 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; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint
and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender
from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any Margin Stock
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.


 






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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.


 


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 Federal Funds Effective 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, but without any prior approval by the Borrowers, to publish such tombstones and give such other
publicity to this Agreement as each may from time to time determine in its sole discretion. The foregoing authorization shall
remain in effect unless and until the Borrower Representative notifies JPMCB in writing that such authorization is revoked.


 






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SECTION 9.19.  Acknowledgement
and Consent to Bail-In of EEAAffected
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 EEAAffected
Financial Institution arising under any Loan Document may be subject to the write-down and conversion powers of
an EEAthe 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 an EEAthe
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto
that is an EEAAffected 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 EEAAffected
Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on
it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such
liability under this Agreement or any other Loan Document; or


 


(iii) the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any
EEAthe applicable Resolution Authority.


 


SECTION
9.20.  No Fiduciary Duty, etc. Each Borrower acknowledges and agrees, and acknowledges its
subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set
forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length
contractual counterparty to each Borrower with respect to the Loan Documents and the transaction contemplated therein and not
as a financial advisor or a fiduciary to, or an agent of, any Borrower or any other person. Each Borrower agrees that it will
not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection
with this Agreement and the transactions contemplated hereby. Additionally, each Borrower acknowledges and agrees that no
Credit Party is advising any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any
jurisdiction. Each Borrower 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 hereby, and the Credit Parties shall have no
responsibility or liability to any Borrower with respect thereto. Each Borrower further acknowledges and agrees, and
acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service
securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and
other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other
financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and
other securities and financial instruments (including bank loans and other obligations) of, any Borrower and other companies
with which any Borrower 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. In addition,
each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its
affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other
companies in respect of which a Borrower may have conflicting interests regarding the transactions described herein and
otherwise. No Credit Party will use confidential information obtained from any Borrower by virtue of the transactions
contemplated by the Loan Documents or its other relationships with such Borrower in connection with the performance by such
Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each
Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by
the Loan Documents, or to furnish to any Borrower, confidential information obtained from other companies.


 






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ARTICLE X



LOAN GUARANTY


 


SECTION 10.01.  Guaranty.
Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally
liable for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the
Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter,
of the Secured Obligations and all costs and expenses, including, without limitation, all court costs and attorneys’ and
paralegals’ fees 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 or any Loan 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.


 






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(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 nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise
act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any
part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy
available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under
this Loan Guaranty except to the extent the Guaranteed Obligations have been Paid in Full. To the fullest extent permitted by
applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate,
pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any
Loan Guarantor against any Obligated Party or any security.


 






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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.


 


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.


 






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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 Transaction 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.


 


(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 the Payment in Full of the Guaranteed Obligations and the termination of
this Agreement, such Loan Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed
by, each other Loan Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect
immediately prior to such Guarantor Payment.


 


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


 


(c)       This
Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this Section 10.11
is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts as and when the
same shall become due and payable in accordance with the terms of this Loan Guaranty.


 






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(d)       The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan Guarantor
or Loan Guarantors to which such contribution and indemnification is owing.


 


(e)       The
rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable upon the
Payment in Full of the Guaranteed Obligations and the termination of this Agreement.


 


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
Loan Guaranty 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.


 


SECTION 10.14.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 New York and/or of the United States or any
other state of the United States):


 






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


 






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ARTICLE 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(s), at which time
the Borrower Representative shall promptly disburse such Loans to the appropriate Borrower(s). The Administrative Agent and the
Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or
any 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.


 






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SECTION 11.04.Intentionally
Omitted.


 


SECTION 11.05.Successor
Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign
at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative
Agent shall give prompt written notice of such resignation to the Lenders.


 


SECTION 11.06.Execution
of Loan Documents. The 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 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.


 


(Signature Pages Follow)


 






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


 


	 	CLARUS CORPORATION, 
	 	a Delaware corporation,
	 	as a Borrower




 


	 	By	 
	 	 	Name:
	 	 	Title:




 


	 	BLACK DIAMOND RETAIL, INC., 
	 	a Delaware corporation,
	 	as a Borrower




 


	 	By	 
	 	 	Name: 
	 	 	Title:




 


	 	BLACK DIAMOND RETAIL - ALASKA, LLC,
	 	a Delaware limited liability company,
	 	as a Borrower




 


	 	By  	 
	 	 	Name: 
	 	 	Title:




 


	 	SIERRA BULLETS, L.L.C.,
	 	a Delaware limited liability company,
	 	as a Borrower




 


	 	By	 
	 	 	Name:
	 	 	Title:




 


	 	SKINOURISHMENT, LLC,
	 	a Delaware limited liability company,
	 	as a Borrower




 


	 	By	 
	 	 	Name:
	 	 	Title:







 


Signature
Page to Credit Agreement


 






    


     


    

 


	 	BLACK DIAMOND RETAIL – COLORADO, LLC,
	 	a Delaware limited liability company,
	 	as a Borrower




 


	 	By	 
	 	 	Name:
	 	 	Title:




 


	 	BLACK DIAMOND RETAIL – MONTANA, LLC,
	 	a Delaware limited liability company,
	 	as a Borrower




 


	 	By	 
	 	 	Name:
	 	 	Title:




 


	 	BARNES BULLETS – MONA, LLC,
	 	a Delaware limited liability company,
	 	as a Borrower







 


	 	By	 
	 	 	Name:
	 	 	Title:




 


	 	BLACK DIAMOND EQUIPMENT, LTD.,
	 	a Delaware corporation,
	 	as a Loan Guarantor




 


	 	By	 
	 	 	Name:
	 	 	Title:




 


	 	EVEREST/SAPPHIRE ACQUISITION, LLC,
	 	a Delaware limited liability company,
	 	as a Loan Guarantor




 


	 	By	 
	 	 	Name: 
	 	 	Title:




 


Signature
Page to Credit Agreement


 






    


     


    

 


	 	BD EUROPEAN HOLDINGS, LLC, 
	 	a Delaware limited liability company,
	 	as a Loan Guarantor




 


	 	By	 
	 	 	Name:
	 	 	Title:




 


Signature Page to
Credit Agreement


 



    


     


    

 


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




 


	 	By	 
	 	 	Name:
	 	 	Title:




 


	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender




 


	 	By	 
	 	 	Name:
	 	 	Title:




 


	 	ZIONS BANCORPORATION, NATIONAL ASSOCIATION, DBA ZIONS BANK, as a Lender




 


	 	By	 
	 	 	Name:
	 	 	Title:




 


Signature
Page to Credit Agreement


 






    


     


    

 


COMMITMENT SCHEDULE


 


	Lender

        
	Revolving
    

Commitment	Term
    Loan Commitment

 as of the

 Effective

 Date 1	Commitment
	JPMorgan
    Chase Bank, N.A.	$30,000,000	$2010,000,000	$5040,000,000
	U.S.
    Bank National Association	$18,000,000	$126,000,000	$3024,000,000
	Zions
    Bancorporation, National Association, dba Zions Bank	$12,000,000	$84,000,000	$2016,000,000
	Total	$60,000,000	$4020,000,000	$10080,000,000


 





 



 1 As
of the Second Amendment Effective Date, the Term Loan Commitment was $19,000,000.