Exhibit 10.3


 


EXECUTION VERSION


 





 



 


SECOND LIEN CREDIT AGREEMENT


 


Dated as of August 15, 2014


 


among


 


SEQUENTIAL BRANDS GROUP, INC.,

as the Borrower


 


The Guarantors Named Herein


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Administrative Agent and Collateral Agent

and


 


The Lenders Party Hereto


 





 



 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	1
	 	 
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	40
	1.03	Accounting Terms	41
	1.04	Rounding	41
	1.05	Times of Day	41
	 	 	 
	ARTICLE II THE COMMITMENTS AND LOANS	41
	 	 
	2.01	Loans	41
	2.02	Continuations and Conversions of Loans	42
	2.03	[Reserved]	42
	2.04	Prepayments	42
	2.05	[Reserved]	43
	2.06	Repayment of Obligations	44
	2.07	Interest	44
	2.08	Fees	44
	2.09	Computation of Interest and Fees	45
	2.10	Evidence of Debt	45
	2.11	Payments Generally; Agent’s Clawback	45
	2.12	Sharing of Payments by Lenders	46
	2.13	[Reserved]	47
	2.14	Incremental Facility	47
	 	 
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	49
	 	 
	3.01	Taxes	49
	3.02	Illegality	54
	3.03	Inability to Determine Rates	54
	3.04	Increased Costs; Reserves on LIBOR Rate Loans	54
	3.05	Compensation for Losses	56
	3.06	Mitigation Obligations; Replacement of Lenders	57
	3.07	Survival	57
	 	 
	ARTICLE IV CONDITIONS PRECEDENT TO LOANS	57
	 	 
	4.01	Conditions of Initial Loans	57


 




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	ARTICLE V REPRESENTATIONS AND WARRANTIES	60
	 	 
	5.01	Existence, Qualification and Power	60
	5.02	Authorization; No Contravention	61
	5.03	Governmental Authorization; Other Consents	61
	5.04	Binding Effect	61
	5.05	Financial Statements; No Material Adverse Effect	61
	5.06	Litigation	62
	5.07	No Default	62
	5.08	Ownership of Property; Liens	62
	5.09	Environmental Compliance	63
	5.10	Insurance	63
	5.11	Taxes	64
	5.12	ERISA Compliance	64
	5.13	Subsidiaries; Equity Interests	65
	5.14	Margin Regulations; Investment Company Act	65
	5.15	Disclosure	66
	5.16	Compliance with Laws	66
	5.17	Intellectual Property; Licenses, Etc.	66
	5.18	Reserved	66
	5.19	Security Documents	67
	5.20	Solvency	67
	5.21	Deposit Accounts	67
	5.22	Brokers	67
	5.23	Material Contracts	67
	5.24	OFAC	67
	5.25	Patriot Act	 
	 	 
	ARTICLE VI AFFIRMATIVE COVENANTS	68
	 	 
	6.01	Financial Statements	68
	6.02	Certificates; Other Information	69
	6.03	Notices	71
	6.04	Payment of Obligations	72
	6.05	Preservation of Existence, Etc.	72
	6.06	Maintenance of Properties; Material Intellectual Property	72
	6.07	Maintenance of Insurance	73
	6.08	Compliance with Laws	74
	6.09	Books and Records; Accountants	74
	6.10	Inspection Rights; Appraisals of Intellectual Property	74
	6.11	Additional Loan Parties	75
	6.12	Cash Management	75
	6.13	Information Regarding the Collateral	77
	6.14	Environmental Laws	77


 




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	6.15	Further Assurances	77
	6.16	Material Contracts	78
	6.17	Board Packages	78
	6.18	Post-Closing Items	78
	 	 
	ARTICLE VII NEGATIVE COVENANTS	79
	 	 
	7.01	Liens	79
	7.02	Investments	79
	7.03	Indebtedness; Disqualified Stock; Equity Issuances	79
	7.04	Fundamental Changes	79
	7.05	Dispositions	80
	7.06	Restricted Payments	80
	7.07	Prepayments of Indebtedness	81
	7.08	Change in Nature of Business	81
	7.09	Transactions with Affiliates	81
	7.10	Burdensome Agreements	82
	7.11	Use of Proceeds	82
	7.12	Amendment of Material Documents; Material Licenses	83
	7.13	Fiscal Year	83
	7.14	Deposit Accounts	83
	7.15	Financial Covenants	83
	 	 
	ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES	84
	 	 
	8.01	Events of Default	84
	8.02	Remedies Upon Event of Default	87
	8.03	Application of Funds	87
	8.04	Right to Cure	88
	 	 
	ARTICLE IX THE AGENT	89
	 	 
	9.01	Appointment and Authority	89
	9.02	Rights as a Lender	89
	9.03	Exculpatory Provisions	89
	9.04	Reliance by Agent	90
	9.05	Delegation of Duties	91
	9.06	Resignation or Replacement of Agent	91
	9.07	Non-Reliance on Agent and Other Lenders	92
	9.08	Agent May File Proofs of Claim	92
	9.09	Collateral and Guaranty Matters	93
	9.10	Notice of Transfer	93
	9.11	Reports and Financial Statements	93
	9.12	Agency for Perfection	94


 




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	9.13	Indemnification of Agent	94
	9.14	Relation among Lenders	95
	 	 
	ARTICLE X MISCELLANEOUS	95
	 	 
	10.01	Amendments, Etc.	95
	10.02	Notices; Effectiveness; Electronic Communications	97
	10.03	No Waiver; Cumulative Remedies	98
	10.04	Expenses; Indemnity; Damage Waiver	99
	10.05	Payments Set Aside	100
	10.06	Successors and Assigns	100
	10.07	Treatment of Certain Information; Confidentiality	104
	10.08	Right of Setoff	105
	10.09	Interest Rate Limitation	105
	10.10	Counterparts; Integration; Effectiveness	105
	10.11	Survival	106
	10.12	Severability	106
	10.13	Replacement of Lenders	106
	10.14	Governing Law; Jurisdiction; Etc.	107
	10.15	Waiver of Jury Trial	108
	10.16	No Advisory or Fiduciary Responsibility	108
	10.17	USA PATRIOT Act Notice	109
	10.18	Foreign Asset Control Regulations	109
	10.19	Time of the Essence	109
	10.20	Press Releases	109
	10.21	Additional Waivers	110
	10.22	No Strict Construction	112
	10.23	Attachments	112
	10.24	Electronic Execution of Assignments and Certain Other Documents	112
	10.25	Keepwell	112
	10.26	California Judicial Reference	112
	10.27	First Lien Intercreditor Agreement	113
	 	 
	SIGNATURES	S-114


 




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SCHEDULES


 


	1.01	Non-Guarantor Subsidiaries
	2.01	Commitments and Applicable Percentages
	5.01	Loan Parties Organizational Information
	5.08(b)(1)	Owned Real Estate
	5.08(b)(2)	Leased Real Estate
	5.10	Insurance
	5.13	Subsidiaries; Other Equity Investments
	5.17	Material Intellectual Property; Material Licenses
	5.21	Deposit Accounts
	5.23	Material Contracts
	7.01	Existing Liens
	7.02	Existing Investments
	7.03	Existing Indebtedness
	10.02	Agent’s Office; Certain Addresses for Notices


 


EXHIBITS


 


Form of


 


	A	Loan Notice
	B	Term Note
	C	Compliance Certificate
	D	Assignment and Assumption
	E-1	Foreign Lender Exemption Certificate
	E-2	Foreign Lender U.S. Tax Compliance Certificate
	E-3	Alternative Form Foreign Lender U.S. Tax Compliance Certificate
	E-4	Foreign Partnership U.S. Tax Compliance Certificate


 




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SECOND LIEN CREDIT AGREEMENT


 


This SECOND LIEN CREDIT AGREEMENT (the “Agreement”)
is entered into as of August 15, 2014, among SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”),
the Guarantors; each lender from time to time party hereto (collectively, the “Lenders” and individually, a
“Lender”); and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (collectively,
with any successor thereto, the “Agent”).


 


WITNESSETH:


 


WHEREAS, the Borrower has entered into that
certain Agreement and Plan of Merger dated as of June 24, 2014 (as amended, supplemented or otherwise modified from time to time
in accordance with the provisions hereof and thereof, the “Merger Agreement”) with, among others, SBG Universe Brands,
LLC, a Delaware limited liability company and wholly owned Subsidiary of the Borrower (“SBG Universe”), Universe Galaxy
Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of the Borrower (the “Merger Sub”)
and Galaxy Brand Holdings, Inc. (“GBH”), to acquire (the “Effective Date Acquisition”) all of the outstanding
Equity Interests of GBH;


 


WHEREAS, the Effective Date Acquisition
will be effected by (i) a merger of Merger Sub with and into GBH, with GBH as the surviving entity, such that immediately following
such merger, GBH will be a wholly owned Subsidiary of SBG Universe, and (ii) a subsequent merger of GBH with and into SBG Universe,
with SBG Universe as the surviving entity;


 


WHEREAS, the Borrower wishes to obtain financing
for the Effective Date Acquisition and to refinance the certain outstanding Indebtedness; and


 


WHEREAS, the Lenders have agreed to extend
a term loan to the Borrower in an aggregate amount not to exceed $90,000,000 on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the
mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the undersigned hereby agree as follows:


 


ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS


 


1.01         Defined
Terms. As used in this Agreement, the following terms shall have the meanings set forth below:


 


“Accommodation Payment” as defined
in Section 10.21(c).


 


“Acquisition” means, with respect
to any Person (a) a purchase of a Controlling interest in the Equity Interests of any other Person, (b) a purchase or other acquisition
of all or substantially all of the assets or properties of, another Person or of any business unit of another Person, or (c) any
merger or consolidation of such Person with any other Person or other transaction or series of transactions resulting in the acquisition
of all or substantially all of the assets, or a Controlling interest in the Equity Interests, of any Person, in each case in any
transaction or group of transactions which are part of a common plan.


 




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“Act” shall have the meaning
provided in Section 10.17.


 


“Additional Commitment Lender”
shall have the meaning provided in Section 2.14(c).


 


“Adjusted LIBOR Rate” means,
with respect to any LIBOR Rate Loan for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the
next 1/16 of one percent (1%)) equal to the LIBOR Rate for such Interest Period multiplied by the Statutory Reserve Rate. The Adjusted
LIBOR Rate will be adjusted automatically as to all LIBOR Rate Loans then outstanding as of the effective date of any change in
the Statutory Reserve Rate.


 


“Affiliate” means, (a) with
respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified, and (b) with respect to the Agent or any Lender (i) any other Person directly
or indirectly holding 10% or more of any class of the Equity Interests of that Person, and (ii) any other Person 10% or more of
any class of whose Equity Interests is held directly or indirectly by that Person.


 


“Agent” shall have the meaning
ascribed to it in the Preamble.


 


“Agent Parties” shall have the
meaning specified in Section 10.02(c).


 


“Agent’s Office” means
the Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the
Agent may from time to time notify the Borrower and the Lenders.


 


“Aggregate Commitments” means
the Commitments of all Lenders. As of the Effective Date, the Aggregate Commitments are $90,000,000.


 


“Agreement” means this Second
Lien Credit Agreement.


 


“Allocable Amount” has the meaning
specified in Section 10.21(d).


 


“Applicable Lenders” means the
Required Lenders, all affected Lenders, or all Lenders, as the context may require.


 


“Applicable Margin” means (a)
for LIBOR Rate Loans, eight percent (8.00%) and (b) for Base Rate Loans, seven percent (7.00%).


 


“Applicable Percentage” means
with respect to all of the Obligations due to any Lender at any time, the percentage (carried out to the ninth decimal place) of
the outstanding amount of the Loan held by such Lender at such time.


 


“Approved Fund” means any Fund
or account that is administered, managed, advised or sub-advised by (a) a Lender, (b) an Affiliate of a Lender (c) an entity or
an Affiliate of an entity that administers, manages, advises or sub-advises a Lender, or (d) the same investment advisor or an
advisor under common control with such Lender, Affiliate or advisor, as applicable.


 




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“Arranger” means GSO Capital
Partners LP, in its capacity as sole lead arranger and sole book manager, together with its successors and assigns.


 


“Assignee Group” means two or
more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent
is required by Section 10.06(b)), and accepted by the Agent, in substantially the form of Exhibit D or any other form approved
by the GSO Entities and the Agent.


 


“Attributable Indebtedness”
means, on any date, (a) in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof that would appear
on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation,
the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument
that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease, agreement or
instrument were accounted for as a capital lease.


 


“Audited Financial Statements”
means the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2013,
and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Year
of the Borrower and its Subsidiaries, including the notes thereto.


 


“Average Loan to Value Ratio”
means the average of daily Loan to Value Ratios during the immediately preceding Fiscal Quarter of the Borrower.


 


“Bank of America” means Bank
of America, N.A. and its successors.


 


“Bank Products” means any services
of facilities provided to any Loan Party by the Agent, any Lender, or any of their respective Affiliates, including, without limitation,
on account of (a) Swap Contracts, (b) purchase cards, (c) leasing, (d) factoring, and (e) supply chain finance services (including,
without limitation, trade payable services and supplier accounts receivable purchases), but excluding Cash Management Services.


 


“Base Rate”
 means for any day a fluctuating rate per annum equal to the highest of (a) the rate of interest in effect for such day
as publicly announced from time to time by Bank of America as its “prime rate”; (b) the Federal Funds Rate for such
day, plus 0.50%; and (c) the LIBOR Rate for a one month interest period as determined on such day, plus 1.00%. The “prime
rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return,
general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate. Any change in Bank of America’s prime rate, the Federal Funds Rate or the LIBOR Rate,
respectively, shall take effect at the opening of business on the day specified in the public announcement of such change.


 




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“Base Rate Loan” means a Loan
that bears interest based on the Base Rate.


 


“Blocked Account” has the meaning
provided in Section 6.12(a).


 


“Blocked Account Agreement”
means with respect to an account established by a Loan Party (other than Excluded Accounts), an agreement, in form and substance
reasonably satisfactory to the GSO Entities, establishing control (as defined in the UCC) of such account by the Agent and whereby
the Blocked Account Bank agrees, upon the occurrence and during the continuance of an Event of Default, to comply only with the
instructions originated by the Agent without the further consent of any Loan Party.


 


“Blocked Account Bank” means
each bank with whom Deposit Accounts are maintained and with whom a Blocked Account Agreement has been, or is required to be, executed
in accordance with the terms hereof.


 


“Borrower” has the meaning specified
in the introductory paragraph hereto.


 


“Business Day” means any day
other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact
closed in, New York, New York and, if such day relates to any LIBOR Rate Loan, means any such day on which dealings in Dollar deposits
are conducted by and between banks in the London interbank market.


 


“Capital Expenditures” means,
with respect to any Person for any period, (a) all expenditures made (whether made in the form of cash or other property) or costs
incurred for the acquisition or improvement of fixed or capital assets of such Person (excluding normal replacements and maintenance
which are properly charged to current operations), in each case that are (or should be) set forth as capital expenditures in a
Consolidated statement of cash flows of such Person for such period, in each case prepared in accordance with GAAP, and (b) Capital
Lease Obligations incurred by a Person during such period.


 


“Capital Lease Obligations”
means, with respect to any Person for any period, 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 liabilities on a balance sheet of such Person under GAAP and the amount of which obligations
shall be the capitalized amount thereof determined in accordance with GAAP.


 




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“Cash Control Event” means either
(i) the occurrence and continuance of any Event of Default, or (ii) royalty revenues received by the Loan Parties during the immediately
preceding twelve (12) months are less than 70% of the projected royalty revenues for such twelve (12) month period as set forth
in the projections for such period delivered pursuant to Section 6.01(d) hereof. For purposes of this Agreement, the occurrence
of a Cash Control Event shall be deemed continuing at the GSO Entities’ option (i) so long as such Event of Default is continuing
and has not been waived, and/or (ii) if the Cash Control Event arises as a result of the Loan Parties’ failure to achieve
royalties revenues as required hereunder, until royalty revenues as of the end of each month exceed 70% of the projected royalties
for each twelve (12) month period ending the last day of each such month, for a period of six (6) consecutive months; provided
that a Cash Control Event shall be deemed continuing (even if an Event of Default is no longer continuing and/or royalty revenues
received exceeds the required amount for six (6) consecutive months) at all times after a Cash Control Event has occurred and been
discontinued on two (2) occasions in any twelve (12) month period. The termination of a Cash Control Event as provided herein shall
in no way limit, waive or delay the occurrence of a subsequent Cash Control Event in the event that the conditions set forth in
this definition again arise.


 


“Cash Management Services” means
any cash management services provided to any Loan Party by the Agent or any Lender or any of their respective Affiliates, including,
without limitation, (a) automated clearinghouse transfer transactions, (b) controlled disbursement services, treasury, depository,
overdraft, and electronic funds transfer services, (c) credit card processing services, and (d) credit or debit cards.


 


“CERCLA” means the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.


 


“CERCLIS” means the Comprehensive
Environmental Response, Compensation, and Liability Information System maintained by the United States Environmental Protection
Agency.


 


“CFC” means a Person that is
a controlled foreign corporation under Section 957 of the Code.


 


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


 


“Change of Control” means an
event or series of events by which:


 


(a)          any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan), other than any Permitted Holder, becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall
be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether
such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly
or indirectly, of 45% or more of the Equity Interests of the Borrower entitled to vote for members of the board of directors or
equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such Equity Interests that such
“person” or “group” has the right to acquire pursuant to any option right); or


 




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(b)          during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of
the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day
of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred
to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination
for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened
solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation
for the election of one or more directors by or on behalf of the board of directors); or


 


(c)          any
“change in control” or similar event as defined in any Material License or any document governing Material Indebtedness
of any Loan Party; or


 


(d)          the
Borrower fails at any time after the Merger Date to own, directly or indirectly, 100% of the Equity Interests of each other Loan
Party, free and clear of all Liens (other than the Liens in favor of the Agent and Liens permitted pursuant to clause (o) of the
definition of Permitted Encumbrances), except where such failure is as a result of a transaction not prohibited by the Loan Documents.


 


“Code” means the Internal Revenue
Code of 1986, and the regulations promulgated thereunder, as amended and in effect.


 


“Collateral” means any and all
“Collateral” as defined in any applicable Security Document and all other property that is or is intended under the
terms of the Security Documents to be subject to Liens in favor of the Agent.


 


“Collection Account” has the
meaning provided in Section 6.12(b).


 


“Commitment” means, as to each
Lender, its obligation to make a Loan on the Effective Date in an aggregate principal amount equal to the amount set forth opposite
such Lender’s name on Schedule 2.01. As of the Effective Date, the aggregate Commitments total $90,000,000.


 




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“Commodity Exchange Act” means
the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Compliance Certificate” means
a certificate substantially in the form of Exhibit C.


 


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


 


“Consent” means actual consent
given by a Lender from whom such consent is sought; or the passage of seven (7) Business Days from receipt of written notice to
a Lender from the Agent of a proposed course of action to be followed by the Agent without such Lender’s giving the agent
(a) a written notice of such Lender’s objection to such course of action or (b) a written request for additional information
from such Lender to the Agent or Borrower regarding such course of action.


 


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


 


“Consolidated EBITDA” means,
at any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Subsidiaries on a Consolidated
basis for the applicable measurement period, plus (a) the following to the extent deducted in calculating such Consolidated Net
Income: (i) Consolidated Interest Charges, (ii) the provision for Federal, state, local and foreign income Taxes, (iii) depreciation
and amortization expense, (iv) fees, expenses and charges (including restructuring charges, integration costs, net cost savings
and transaction expenses) incurred in connection (x) with any Permitted Acquisition (of the type referred to in clause (ii) of
the definition thereof) or fees in connection with any Permitted Indebtedness in an amount not to exceed $5,000,000 in any Fiscal
Year of the Borrower and (y) one-time costs or fees in connection with the Transactions in an amount not to exceed $7,500,000 in
the aggregate for the twelve-month period following the Effective Date, (v) non-cash compensation, (vi) other unusual or non-recurring
expenses reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, and (vii)
management fees and expenses incurred or paid to Tengram Capital Management L.P. to the extent permitted to be paid hereunder (in
each case of or by the Borrower and its Subsidiaries for such period), minus (b) the following to the extent included in calculating
such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits and (ii) all non-cash items increasing Consolidated
Net Income (in each case of or by the Borrower and its Subsidiaries for such period), all as determined on a Consolidated basis
in accordance with GAAP.


 


Notwithstanding anything to the contrary
contained above, for purposes of determining Consolidated EBITDA for the purposes of Section 7.16(c) for any Fiscal Quarter which
ends prior to the second anniversary of the Effective Date, Consolidated EBITDA for each applicable Fiscal Quarter occurring prior
to the first anniversary of the Effective Date shall be calculated as the sum of (a) the Consolidated EBITDA for Sequential Brands
Group Inc. (on a standalone basis without giving effect to the Merger) plus (ii) the greater of (x) $6,250,000 and (y) Consolidated
EBITDA for GBH for such Fiscal Quarter (on a standalone basis without giving effect to the Merger).


 




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“Consolidated Excess Cash Flow”
means, for any period, the amount by which (a)(i) Consolidated EBITDA, less (ii) the sum of (A) cash payments for all Federal,
state and local income Taxes paid during such period (less any cash refunds received by the Borrower and its Subsidiaries during
such period), and (B) Capital Expenditures made during such period exceeds (b) the sum of (i) Consolidated Interest Charges paid
in cash for such period, plus (ii) principal payments (other than payments to the Lenders made on account of mandatory prepayments
of Consolidated Excess Cash Flow) made or scheduled to be made on Indebtedness in such period.


 


“Consolidated Fixed Charge Coverage
Ratio” means, at any date of determination, the ratio of (a) (i) Consolidated EBITDA for such period minus (ii) Capital Expenditures
made during such period, minus (iii) the aggregate amount of Federal, state, local and foreign income Taxes paid in cash during
such period (but not less than zero) to (b) the sum of (i) Debt Service Charges plus (ii) the aggregate amount of all Restricted
Payments, in each case, of or by the Borrower and its Subsidiaries for the applicable measurement period, all as determined on
a Consolidated basis in accordance with GAAP.


 


“Consolidated Interest Charges”
means, for the applicable measurement period for the Borrower and its Subsidiaries on a Consolidated basis, the sum of (a) all
interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized
interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance
with GAAP, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of
credit and bankers’ acceptance financing and net costs under Swap Contracts, but excluding any non-cash or deferred interest
financing costs, and (b) the portion of rent expense with respect to such period under Capital Lease Obligations that is treated
as interest in accordance with GAAP minus (c) interest income during such period (excluding any portion of interest income representing
accruals of amounts received in a previous period), in each case of or by the Borrower and its Subsidiaries for the most recently
completed period, all as determined on a Consolidated basis in accordance with GAAP.


 


“Consolidated Net Income” means,
as of any date of determination, the net income of the Borrower and its Subsidiaries for the applicable measurement period, all
as determined on a Consolidated basis in accordance with GAAP, provided, however, that there shall be excluded (a) extraordinary
gains and extraordinary losses for such period, (b) the income (or loss) of any Person in which a Person other than the Borrower
and its wholly-owned Subsidiaries has an Equity Interest during such period in which such other Person has an Equity Interest,
except to the extent of the amount of cash dividends or other distributions actually paid in cash to the Borrower during such period,
(c) the income (or loss) of any Subsidiary during such period and accrued prior to the date it becomes a Subsidiary of the Borrower
or any of its Subsidiaries or is merged into or consolidated with the Borrower or any of its Subsidiaries or that Person’s
assets are acquired by the Borrower or any of its Subsidiaries, and (d) the income of any direct or indirect Subsidiary of the
Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income
is not at the time permitted by operation of the terms of its Organization Documents or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Subsidiary, except that the cash proceeds received by any Loan
Party from any licensing of any Intellectual Property (including any licensing in any foreign jurisdiction) shall be included in
determining Consolidated Net Income and the Borrower’s equity in any net loss of any such Subsidiary for such period shall
be included in determining Consolidated Net Income.


 




    	-8-



    	 



    

 


“Consolidated Positive Net Income”
means, as of any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Subsidiaries on a Consolidated
basis for the applicable measurement period, plus the following to the extent deducted in calculating such Consolidated Net Income:
(a) depreciation and amortization expense, (b) one-time non-cash charges, non-cash compensation, non-cash Federal, state, local
and foreign income Taxes relating to amortization of intangibles for tax purposes and non-cash interest, (c) one-time costs relating
to any Permitted Acquisition (of the type referred to in clause (ii) of the definition thereof) or fees in connection with any
Permitted Indebtedness in an amount not to exceed $5,000,000 in any Fiscal Year of the Borrower and (d) one-time costs or fees
in connection with the Merger in an amount not to exceed $7,500,000 in the aggregate for the twelve month period following the
Merger Date, all as determined on a Consolidated basis in accordance with GAAP.


 


“Consolidated Total Indebtedness”
means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated basis, without duplication, the
sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations
hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments in each case
owed to a Person other than a Loan Party, (b) all purchase money Indebtedness, (c) all direct obligations arising under letters
of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments
in each case owed to a Person other than a Loan Party, (d) all obligations in respect of the deferred purchase price of property
or services (other than trade accounts payable in the ordinary course of business), (e) all Attributable Indebtedness, (f) without
duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of
Persons other than the Borrower or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f)
above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company)
in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse
to the Borrower or such Subsidiary.


 


“Consolidated Total Leverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness on such date to (b) Consolidated EBITDA
for the trailing twelve months then ending.


 


“Contractual Obligation” means,
as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its property is bound.


 


“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.


 




    	-9-



    	 



    

 


“Copyright” has the meaning
specified in the Security Agreement.


 


“Copyright Security Agreement”
means the Grant of Security Interest in United States Copyrights dated as of the Effective Date among certain Loan Parties and
the Agent.


 


“Credit Party” or “Credit
Parties” means (a) individually, (i) each Lender and its Affiliates, (ii) the Agent, (iii) the Arranger, (iv) each beneficiary
of each indemnification obligation undertaken by any Loan Party under any Loan Document, (v) any other Person to whom Obligations
under this Agreement and other Loan Documents are owing, and (vi) the successors and assigns of each of the foregoing, and (b)
collectively, all of the foregoing.


 


“Credit Party Expenses” means
(a) all reasonable out-of-pocket expenses incurred by the Agent, the Arranger and their respective Affiliates in connection with
this Agreement and the other Loan Documents, including without limitation (i) the reasonable fees, charges and disbursements of
(A) counsel for the Agent and the Arranger, (B) outside consultants for the Agent and the Arranger, to the extent such consultants
are retained with the consent of the Borrower, (C) appraisers, and (D) commercial finance examiners, in connection with (1) the
preparation, negotiation, administration, management, execution and delivery of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby
shall be consummated), (2) the enforcement or protection of its rights in connection with this Agreement or the Loan Documents
or efforts to preserve, protect, collect, or enforce the Collateral or in connection with any proceeding under any Debtor Relief
Laws, or (3) any workout, restructuring or negotiations in respect of any Obligations, and (ii) all customary fees and charges
(as adjusted from time to time) of the Agent with respect to the disbursement of funds (or the receipt of funds) to or for the
account of the Borrower (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses incurred in
connection therewith, and (b) all reasonable out-of-pocket expenses incurred by the Credit Parties who are not the Agent, the Arranger
or any Affiliate of either of them after the occurrence and during the continuance of an Event of Default, provided that such Credit
Parties as a whole shall be entitled to reimbursement for no more than one counsel representing all such Credit Parties (absent
an actual conflict of interest in which case such affected Credit Parties may engage and be reimbursed for one additional counsel
for the affected Credit Parties taken as a whole).


 


“Debt Service Charges” means
for any applicable measurement period for the Borrower and its Subsidiaries on a Consolidated basis, the sum of (a) Consolidated
Interest Charges paid or required to be paid for such period, plus (b) principal payments made or required to be made on account
of Indebtedness (excluding any Synthetic Lease Obligations but including, without limitation, the principal component of all Obligations
and of any Capital Lease Obligations) for such period, in each case determined on a Consolidated basis in accordance with GAAP.


 


“Debtor Relief Laws” means the
Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect.


 




    	-10-



    	 



    

 


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


 


“Default Rate” means, with respect
to any Loan, an interest rate equal to the interest rate otherwise applicable to such Loan plus two percent (2%) per annum.


 


“Deposit Account” means each
checking, savings or other demand deposit account maintained by any of the Loan Parties. All funds in each Deposit Account shall
be conclusively presumed to be Collateral and proceeds of Collateral and the Agent and the Lenders shall have no duty to inquire
as to the source of the amounts on deposit in any Deposit Account.


 


“Disposition” or “Dispose”
means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction), whether in one transaction
or in a series of transactions, of any property (including, without limitation, any Equity Interests other than Equity Interests
of the Borrower) by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment,
transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.


 


“Disqualified Stock” means any
Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable,
in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior
to the date that is ninety-one (91) days after the date on which the Loan matures. The amount of Disqualified Stock deemed to be
outstanding at any time for purposes of this Agreement will be the maximum amount that the Borrower and its Subsidiaries may become
obligated to pay upon maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock or portion thereof,
plus accrued dividends.


 


“Dollars” and “$”
mean lawful money of the United States.


 


“Early Termination Fee” has
the meaning set forth in Section 2.08(b).


 


“Effective Date” means the first
date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.


 


“Effective Date Acquisition”
has the meaning provided therefor in the recitals.


 


“Eligible Assignee” means (a)
a Credit Party which is a Credit Party on the Effective Date or becomes a Credit Party pursuant to any of clauses (b) through (d)
below, or any of its Affiliates; (b) a bank, insurance company, or company engaged in the business of making commercial loans,
which Person, together with its Affiliates, has a combined capital and surplus in excess of $250,000,000; (c) an Approved Fund;
and (d) any other Person (other than a natural Person) satisfying the requirements of Section 10.06(b) hereof; provided
that notwithstanding the foregoing, “Eligible Assignee” shall not include a Loan Party or any of their respective
Affiliates or Subsidiaries.


 




    	-11-



    	 



    

 


“Environmental Laws” means any
and all applicable Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, or governmental restrictions relating to pollution and the protection of the environment or the release of any materials
into the environment, including those related to Hazardous Materials.


 


“Environmental Liability” means
any liability, obligation, damage, loss, claim, action, suit, judgment, order, fine, penalty, fee, expense, or cost, contingent
or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal or presence
of any Hazardous Materials, (c) 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.


 


“Equity Interests” means, with
respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the
warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership
or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or
other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person
of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership,
member or trust interests therein), whether voting or non-voting, and whether or not such shares, warrants, options, rights or
other interests are outstanding on any date of determination.


 


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


 


“ERISA Affiliate” means any
trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).


 


“ERISA Event” means (a) a
Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined
in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification
that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan
amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a
Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of,
or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered
an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections
303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due
but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.


 




    	-12-



    	 



    

 


“Event of Default” has the meaning
specified in Section 8.01. An Event of Default shall be deemed to be continuing unless and until that Event of Default has
been duly waived as provided in Section 10.01 hereof.


 


“Excluded Account” has the meaning
specified in Section 6.12.


 


“Excluded Property” has the
meaning set forth in the Security Agreement.


 


“Excluded Subsidiary” means
a Subsidiary of the Borrower that is organized for the purpose of, and is engaged solely in the business of, owning Intellectual
Property and related assets to be acquired pursuant to a Permitted Acquisition, and which Subsidiary complies with the following
requirements: (i) such Subsidiary is subject to customary restrictions to make such Subsidiary a special purpose, bankruptcy remote
entity, as determined by the GSO Entities in their reasonable discretion; (ii) such Subsidiary maintains Deposit Accounts and other
bank accounts which are separate from the Borrower and the other Loan Parties and does not co-mingle any cash or cash equivalents
of such Subsidiary with the Borrower or any other Loan Party; (iii) no Loan Party issues or incurs any Indebtedness or Guarantee
in respect of, or grants any Lien on any of its assets or properties to secure, any Indebtedness, liabilities or other obligations
of such Subsidiary, and (iv) no Loan Party has any obligation to maintain such Subsidiary’s financial condition or cause
such Subsidiary to achieve any level of operating results.


 


“Excluded Swap Obligation” means,
with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party
of, or the grant under a Loan Document by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee
thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official interpretation thereof) by virtue
of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the
Commodity Exchange Act (determined after giving effect to Section 10.25 hereof and any and all guarantees of such Loan Party’s
Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or grant by such Loan Party of a security
interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing
more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap
Contracts for which such Guaranty or security interest becomes illegal.


 




    	-13-



    	 



    

 


“Excluded Taxes” means any of
the following Taxes imposed on or with respect to any 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 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 pursuant to a law in effect on the date on which (i) such
Lender acquires such interest in the Loan (other than pursuant to an assignment request by the Borrower under Section 10.13)
or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii)
or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became
a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s
failure to comply with Section 3.01(e) and (d) any withholding Taxes imposed pursuant to or in connection with FATCA.


 


“Executive Order” has the meaning
set forth in Section 10.18.


 


“Existing Credit Agreement”
means that certain First Lien Term Loan Agreement dated as of March 28, 2013, among the Borrower, the guarantors party thereto,
the lenders party thereto, and Bank of America, as agent for the Lenders.


 


“Facility Guaranty” means the
Guaranty made by the Guarantors in favor of the Agent and the other Credit Parties, in form reasonably satisfactory to the GSO
Entites.


 


“FATCA” means Sections 1471
through 1474 of the Code, as in effect on the Effective Date (or any amended or successor provision that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any
agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements (and related legislation
or official administrative guidance) implementing the foregoing.


 


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


 


“Fee Letter” means, collectively,
(i) the letter agreement dated as of the Effective Date, between the Borrower and the Agent and (ii) the letter agreement dated
as of the Effective Date, between the Borrower and the Arranger.


 


“First Lien Agent” means Bank
of America, in its capacity as administrative agent and collateral agent for the lenders under the First Lien Credit Agreement,
together with any successor agent.


 




    	-14-



    	 



    

 


“First Lien Credit Agreement”
means that certain Amended and Restated First Lien Term Loan Agreement dated as of August 15, 2014 among the Borrower, the guarantors
party thereto, the lenders party thereto, and the First Lien Agent, as the same may be amended, restated, supplemented or otherwise
modified, and any refinancings, refundings, renewals or extensions thereof permitted hereunder.


 


“First Lien Facility” has the
meaning set forth in clause (a)(i) of the definition of “Permitted Indebtedness”.


 


“First Lien Intercreditor Agreement”
means that certain Intercreditor Agreement, dated as August 15, 2014, among the Agent and the First Lien Agent.


 


“First Lien Loan Documents”
means any and all documents executed in connection with the First Lien Facility.


 


“Fiscal Month” means any fiscal
month of any Fiscal Year, which month shall generally end on the last day of each calendar month in accordance with the fiscal
accounting calendar of the Borrower.


 


“Fiscal Quarter” means any fiscal
quarter of any Fiscal Year, which quarters shall generally end on the last day of each March, June, September and December of such
Fiscal Year in accordance with the fiscal accounting calendar of the Borrower.


 


“Fiscal Year” means any period
of twelve consecutive months ending on December 31 of any calendar year.


 


“Foreign Asset Control Regulations”
has the meaning set forth in Section 10.18.


 


“Foreign Lender” means any Lender
that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes
of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.


 


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


 


“Fund” means any Person (other
than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.


 


“GAAP” means generally accepted
accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that
are applicable to the circumstances as of the date of determination, consistently applied.


 


“GBH” has the meaning provided
therefor in the recitals.


 




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“Governmental Authority” means
the government of the United States or any other nation, or of 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 (including any supra-national bodies such
as the European Union or the European Central Bank).


 


“GSO Entity” shall mean any
of GSO Capital Partners LP or certain funds and accounts managed or sub-advised by GSO Capital Partners LP or its Affiliates, as
the context may require.


 


“Guarantee” means, as to any
Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing
any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities
or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition
or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness
or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole
or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether
or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of
such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof. The term “Guarantee” as a
verb has a corresponding meaning.


 


“Guarantor” means (i) each domestic
Subsidiary of the Borrower existing on the Effective Date, other than the Subsidiaries set forth on Schedule 1.01 hereto,
(ii) each other Subsidiary of the Borrower that shall be required to execute and deliver a Facility Guaranty pursuant to Section
6.11, and (iii) with respect to any Swap Obligations of a Specified Loan Party, the Borrower.


 


“Hazardous Materials” means
all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, and all other
substances or wastes of any nature regulated pursuant to any Environmental Law.


 


“Identified Transaction” means
the acquisition by the Borrower within 120 days following the Effective Date (or such longer period as may be agreed by the Administrative
Agent) of 50.5% of the Equity Interests of a Person identified to the Administrative Agent prior to the Effective Date for an aggregate
cash purchase price not in excess of $9,000,000.


 




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“Immaterial Subsidiary” means
(x) as of the Effective Date, the Subsidiaries set forth on Schedule 1.01 hereto and noted as Immaterial Subsidiaries, and
(y) with respect to any Subsidiary formed or acquired after the Closing Date that is not an Excluded Subsidiary, any such Subsidiary
of the Borrower that (i) had less than 5% of consolidated assets and 5% of annual consolidated revenues of the Borrower and its
Subsidiaries as reflected on the most recent financial statements delivered pursuant to Section 6.01 prior to such date
and (ii) has been designated as such by the Borrower in a written notice delivered to the Agent (other than any such Subsidiary
as to which the Borrower has revoked such designation by written notice to the Agent); provided that no Subsidiary owning
any Material Intellectual Property or Intellectual Property related thereto or party to a Material License may be designated as
an Immaterial Subsidiary, and provided further that at no time shall all Immaterial Subsidiaries so designated by the Borrower
have in the aggregate consolidated assets or annual consolidated revenues (as reflected on the most recent financial statements
delivered pursuant to Section 6.01 prior to such time) in excess of 5% of consolidated assets or annual consolidated revenues,
respectively, of the Borrower and its Subsidiaries.


 


“Increase Effective Date” shall
have the meaning provided therefor in Section 2.14(d).


 


“Indebtedness” means, as to
any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP:


 


(a)          all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)          the
maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments;


 


(c)          net
obligations of such Person under any Swap Contract;


 


(d)          all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the
ordinary course of business and, in each case, not past due for more than 60 days after the date on which such trade account payable
was created);


 


(e)          indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;


 


(f)          All
Attributable Indebtedness of such Person;


 


(g)          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 (including, without limitation, Disqualified Stock), or any warrant, right or option to acquire
such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends; and


 




    	-17-



    	 



    

 


(h)          all
Guarantees of such Person in respect of any of the foregoing.


 


provided, however, that notwithstanding
the foregoing, Indebtedness shall be deemed not to include (1) contingent obligations incurred in the ordinary course of business
and not in respect of borrowed money, (2) deferred or prepaid revenues, (3) purchase price holdbacks in respect of a portion of
the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, or (4) any royalty,
licensing, revenue and/or profit sharing arrangements, in each case, characterized as such and arising expressly out of purchase
and sale contracts, development contracts or licensing arrangements.


 


For all purposes hereof, the Indebtedness of any Person shall
include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse
to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination
Value thereof as of such date.


 


“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 (a), Other Taxes.


 


“Indemnitees” has the meaning
specified in Section 10.04(b).


 


“Information” has the meaning
specified in Section 10.07.


 


“Intellectual Property” has
the meaning specified in the Security Agreement.


 


“Interest Payment Date” means,
(a) as to any LIBOR Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however,
that if any Interest Period for a LIBOR Rate Loan exceeds three months, the respective dates that fall every three months after
the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the first Business
Day of each calendar quarter and the Maturity Date.


 


“Interest Period” means, as
to each LIBOR Rate Loan,


 


(a)          initially,
the period commencing on the date such LIBOR Rate Loan is disbursed or converted to a LIBOR Rate Loan and ending on the date one
months thereafter; and


 


(b)          thereafter,
each period commencing on the last day of the immediately preceding Interest Period applicable to such LIBOR Rate Loan and ending
on month thereafter; provided that the foregoing provisions are subject to the following:


 


(i)          any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;


 




    	-18-



    	 



    

 


(ii)         any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end
of such Interest Period;


 


(iii)        no
Interest Period shall extend beyond the Maturity Date; and


 


(iv)         notwithstanding
the provisions of clause (iii), no Interest Period shall have a duration of less than one (1) month, and if any Interest Period
applicable to a LIBOR Rate Loan would be for a shorter period, such Interest Period shall not be available hereunder.


 


“Internal Control Event” means
a material weakness in, or fraud that involves management or other employees who have a significant role in, the Borrower’s
and/or its Subsidiaries’ internal controls over financial reporting, in each case as described in the Securities Laws.


 


“Investment” means, as to any
Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition
of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase
or other acquisition of any other debt or interest in, another Person, or (c) any Acquisition, or (d) any other investment of money
or capital in order to obtain a profitable return. For purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.


 


“IRS” means the United States
Internal Revenue Service.


 


“Laws” means, collectively,
all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.


 


“Lease” means any agreement,
whether written or oral, no matter how styled or structured, pursuant to which a Loan Party is the lessee of any real property
for any period of time.


 


“Lender” has the meaning specified
in the introductory paragraph hereto.


 


“Lending Office” means, as to
any Lender, the office or offices of such Lender as a Lender may from time to time notify the Borrower and the Agent.


 




    	-19-



    	 



    

 


“LIBOR Rate” means:


 


(a)          for
any Interest Period with respect to a LIBOR Rate Loan, the greater of (i) the rate per annum equal to the London interbank offered
rate administered by ICE Benchmark Acquisition Limited (“ICE LIBOR”), as published by Reuters (or other commercially
available source providing quotations of ICE LIBOR as designated by the GSO Entities from time to time) at approximately 11:00
a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for
any reason, then the “LIBOR Rate” for such Interest Period shall be the rate per annum determined by the Agent to be
the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate
amount of the LIBOR Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest
Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their
request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period and (ii)
one percent (1.00%); and


 


(b)          for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) ICE LIBOR, at approximately
11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London
interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any
reason, the rate per annum determined by the Agent to be the rate at which deposits in Dollars for delivery on the date of determination
in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would
be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at
the date and time of determination.


 


“LIBOR Rate Loan” means a Loan
that bears interest at a rate based on the Adjusted LIBOR Rate.


 


“License” has the meaning specified
in the Security Agreement.


 


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


 


“Liquidation” means the exercise
by the Agent of those rights and remedies accorded to the Agent under the Loan Documents and applicable Laws as a creditor of the
Loan Parties with respect to the realization on the Collateral, including (after the occurrence and during the continuation of
an Event of Default) the conduct by the Loan Parties acting with the consent of the GSO Entities, of any disposition of the Collateral
for the purpose of liquidating the Collateral. Derivations of the word “Liquidation” (such as “Liquidate”)
are used with like meaning in this Agreement.


 


“Loan” has the meaning specified
in Section 2.01.


 


“Loan Account” has the meaning
assigned to such term in Section 2.10(a).


 




    	-20-



    	 



    

 


“Loan Documents” means this
Agreement, each Note, the Fee Letter, the Blocked Account Agreements, the Security Documents, the Facility Guaranty, the First
Lien Intercreditor Agreement, and any other instrument or agreement now or hereafter executed and delivered in connection herewith,
or in connection with any transaction arising out of any Cash Management Services and Bank Products.


 


“Loan Notice” means a notice
of a continuation or conversion of LIBOR Rate Loans, pursuant to Section 2.02(b), which shall be substantially in the form
of Exhibit A.


 


“Loan Parties” means, collectively,
the Borrower and each Guarantor.


 


“Loan to Value Ratio” means
the ratio of the Total Outstandings to the Realizable Orderly Liquidation Value of registered Trademarks of the Loan Parties, expressed
as a percentage, as determined pursuant to the most recent appraisal conducted by or on behalf of the Agent with respect to such
registered Trademarks pursuant to Section 6.10(b).


 


“Master Agreement” has the meaning
set forth in the definition of “Swap Contract.”


 


“Material Adverse Effect” means
(a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties or liabilities
(actual or contingent), condition (financial or otherwise) of the Borrower and its subsidiaries, taken as a whole; (b) a material
impairment of the rights and remedies of the Agent under this Agreement or any other Loan Document, or of the ability of the Borrower
or any other Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect
upon the legality, validity, binding effect or enforceability against the Borrower or any other Loan Party of any Loan Document
to which it is a party.


 


“Material Contract” means, with
respect to any Person, each contract to which such Person is a party material to the business, condition (financial or otherwise),
operations, performance, properties or prospects of such Person, and shall include, without limitation, the Merger Agreement and
each Material License.


 


“Material Indebtedness” means
Indebtedness (other than the Obligations) of the Loan Parties in an aggregate principal amount exceeding $11,500,000. For purposes
of determining the amount of Material Indebtedness at any time, (a) the amount of the obligations in respect of any Swap Contract
at such time shall be calculated at the Swap Termination Value thereof, (b) undrawn committed or available amounts shall be included,
and (c) all amounts owing to all creditors under any combined or syndicated credit arrangement shall be included. Without limiting
the foregoing, all Indebtedness incurred under the First Lien Facility shall be Material Indebtedness, regardless of the amount
thereof.


 


“Material Intellectual Property”
means those items of Intellectual Property described on Part 1 of Schedule 5.17 hereto, and all items of Intellectual Property
established, registered or recorded in the United States acquired after the date hereof in respect of brands that are the subject
of a Material License.


 




    	-21-



    	 



    

 


“Material License” means, as
of the Effective Date, the Licenses described on Part 2 of Schedule 5.17 hereto, and thereafter, any License to the extent that
the revenues from which constitute five percent (5%) or more of the annual revenues of the Borrower and its Subsidiaries.


 


“Maturity Date” means August
15, 2020.


 


“Maximum Rate” has the meaning
provided therefor in Section 10.09.


 


“Merger Agreement” has the meaning
provided therefor in the recitals.


 


“Merger Date” means the date
of effectiveness of (i) the merger of Merger Sub with and into GBH, as Initial Surviving Corporation, and (ii) the merger of the
Initial Surviving Corporation with and into SBG Universe, in each case pursuant to the Merger Agreement.


 


“Merger Documents” means, collectively,
the Merger Agreement and the related instruments and agreement executed and delivered in connection therewith.


 


“Merger Representations” means
such of the representations made by or on behalf of the Seller (as defined in the Merger Agreement) in the Merger Agreement as
are material to the interests of the Lenders, but only to the extent that the Borrower (or any of its Affiliates) has the right
(taking into account any applicable cure provisions) to terminate its obligations under the Merger Agreement or not consummate
the Merger as a result of a breach of such representations in the Merger Agreement.


 


“Merger Sub” has the meaning
provided therefor in the recitals.


 


“Moody’s” means Moody’s
Investors Service, Inc. and any successor thereto.


 


“Multiemployer Plan” means any
employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes
or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.


 


“Multiple Employer Plan” means
a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not
under common control, as such a plan is described in Section 4064 of ERISA.


 


“Net Proceeds” means, with respect
to any Disposition by any Loan Party, the excess, if any, of (i) the sum of cash and cash equivalents received in connection with
such transaction (including any cash or cash equivalents received by way of deferred payment pursuant to, or by monetization of,
a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness
that is secured by the applicable asset by a Lien permitted hereunder which is senior to the Agent’s Lien on such asset and
that is required to be repaid (or to establish an escrow for the future repayment thereof) in connection with such transaction
(other than Indebtedness under the Loan Documents), and (B) the reasonable and customary out-of-pocket expenses incurred by such
Loan Party in connection with such transaction (including, without limitation, appraisals, and brokerage, legal, title and recording
or transfer tax expenses and commissions) paid by any Loan Party to third parties (other than Affiliates)).


 




    	-22-



    	 



    

 


“Non-Consenting Lender” has
the meaning provided therefor in Section 10.01.


 


“Non-Guarantor Subsidiary” means
any (i) non-wholly owned Subsidiary to the extent a guarantee of the Obligations and a pledge of the assets thereof in support
of such guarantee would require the consent of any third-party holder of the Equity Interests thereof, (ii) Excluded Subsidiary,
(iii) Immaterial Subsidiary, (iv) CFC, (v) domestic Subsidiary substantially all of the assets of which constitute equity and/or
Indebtedness of direct or indirect foreign Subsidiaries or intercompany accounts, or (vi) any other Subsidiary organized in a jurisdiction
outside of the United States.


 


“Note” means a promissory note
made by the Borrower in favor of a Lender evidencing the portion of the Loan made by such Lender, substantially in the form of
Exhibit B, as each may be amended, supplemented or modified from time to time.


 


“NPL” means the National Priorities
List under CERCLA.


 


“Obligations” means (a) all
advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities, obligations, covenants, indemnities,
and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including
interest, fees, costs, expenses and indemnities that accrue after the commencement by or against any Loan Party of any proceeding
under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees costs,
expenses and indemnities are allowed claims in such proceeding, and (b) any Other Liabilities; provided that Obligations of a Loan
Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.


 


“OFAC” shall mean the U.S. Department
of the Treasury’s Office of Foreign Assets Control.


 


“Organization Documents” means,
(a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive
documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority
in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization
of such entity, and (d) in each case, all shareholder or other equity holder agreements, voting trusts and similar arrangements
to which such Person is a party or which is applicable to its Equity Interests and all other arrangements relating to the Control
or management of such Person.


 




    	-23-



    	 



    

 


“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 Tax (other than connections 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 or Loan Document).


 


“Other Liabilities” means any
obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their Subsidiaries and/or
(b) any Bank Product furnished to any of the Loan Parties and/or any of their Subsidiaries, including, without limitation, Swap
Obligations.


 


“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 3.06(b)).


 


“Participant” has the meaning
specified in Section 10.06(b).


 


“Participation Register” has
the meaning provided therefor in Section 10.06(d).


 


“Patent” has the meaning specified
in the Security Agreement.


 


“Patent Security Agreement”
means the Grant of Security Interest in United States Patents dated as of the Effective Date among certain Loan Parties and the
Agent.


 


“PBGC” means the Pension Benefit
Guaranty Corporation.


 


“PCAOB” means the Public Company
Accounting Oversight Board.


 


“Pension Act” means the Pension
Protection Act of 2006.


 


“Pension Funding Rules” means
the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension
Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code
and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the
Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension Plan” means any employee
pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the
Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under
Section 412 of the Code.


 


“Permitted Acquisition” means
(i) an Acquisition consummated by an Excluded Subsidiary, or (ii) any other Acquisition consummated by a Loan Party in which all
of the following conditions are satisfied:


 




    	-24-



    	 



    

 


(a)          No
Default or Event of Default then exists or would arise from the consummation of such Acquisition;


 


(b)          Such
Acquisition shall have been approved by the Board of Directors of the Person (or similar governing body if such Person is not a
corporation) which is the subject of such Acquisition and such Person shall not have announced that it will oppose such Acquisition
or shall not have commenced any action which alleges that such Acquisition shall violate applicable Law;


 


(c)          
For any Acquisition for total consideration in excess of $10,000,000, the Borrower shall have furnished the Agent and the Arranger
with ten (10) Business Days’ prior written notice of such intended Acquisition and shall have furnished the Agent and the
Arranger with a current draft of the documentation in connection with such Acquisition (and final copies thereof as and when executed),
a summary of any due diligence undertaken by the Loan Parties in connection with such Acquisition, appropriate financial statements
of the Person which is the subject of such Acquisition, pro forma projected financial statements for the twelve (12) month period
following such Acquisition after giving effect to such Acquisition (including balance sheets, cash flows and income statements
by quarter for the acquired Person, individually, and on a Consolidated basis with all Loan Parties), and such other information
as the Agent or the Arranger may reasonably require, all of which shall be in form reasonably satisfactory to the Agent and the
Arranger;


 


(d)          The
legal structure of the Acquisition shall be reasonably acceptable to the Agent and the Arranger;


 


(e)          After
giving effect to the Acquisition, if the Acquisition is an Acquisition of Equity Interests, the Borrower shall acquire and own,
directly or indirectly, a majority of the Equity Interests in the Person being acquired and shall Control a majority of any voting
interests or shall otherwise Control the governance of the Person being acquired;


 


(f)          Any
assets acquired shall consist principally of Intellectual Property, and if the Acquisition involves a merger, consolidation or
acquisition of Equity Interests, the Person which is the subject of such Acquisition shall be engaged in, the business of owning
and licensing Intellectual Property; provided that unless otherwise agreed by the GSO Entities, any Acquisition of assets
which includes inventory, equipment and other working capital assets in addition to Intellectual Property or which involves the
acquisition of Equity Interests of a Person which also owns inventory, equipment and other working capital assets in addition to
Intellectual Property shall provide for the wind-down and sale of such working capital assets within twelve (12) months following
the closing date of such acquisition; and


 


(g)          If
the Person which is the subject of such Acquisition will be maintained as a Subsidiary (other than an Excluded Subsidiary) of a
Loan Party, or if the assets acquired in an Acquisition will be transferred to a Subsidiary (other than an Excluded Subsidiary)
which is not then a Loan Party, such Subsidiary shall have complied with the provisions of Section 6.11 and Section 6.15
hereof to the extent applicable.


 




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“Permitted Disposition” means
any of the following:


 


(a)          licenses
and sublicenses of Intellectual Property of a Loan Party or any of its Subsidiaries in the ordinary course of business, other than,
unless the GSO Entities consent thereto, outbound licenses of any Material Intellectual Property which would result in a Material
Adverse Effect on the value of the Collateral consisting of Intellectual Property;


 


(b)          Dispositions
of Intellectual Property so long as the Borrower makes any prepayments required pursuant to Section 2.04(b) in connection
therewith;


 


(c)          Dispositions
of real property, inventory, equipment and other assets (other than Intellectual Property) in the ordinary course of business or
property (other than Intellectual Property) that is substantially worn, damaged, obsolete or, in the judgment of a Loan Party,
no longer useful or necessary in its business or that of any Subsidiary;


 


(d)          Disposition
of inventory, equipment and other working capital assets (other than Intellectual Property) and Real Estate acquired in connection
with the Effective Date Acquisition or in connection with a Permitted Acquisition within twelve (12) months after the consummation
of the Effective Date Acquisition or such Permitted Acquisition;


 


(e)          Dispositions
among the Loan Parties or by any Subsidiary to a Loan Party;


 


(f)          Dispositions
by any Subsidiary which is not a Loan Party to another Subsidiary that is not a Loan Party; and


 


(g)          other
Dispositions the Net Proceeds of which, in the aggregate, do not exceed $11,500,000.


 


“Permitted Encumbrances” means:


 


(a)          Liens
imposed by law for Taxes that are not yet due or are being contested in compliance with Section 6.04;


 


(b)          Carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by applicable Laws,
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 6.04;


 


(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, other than any Lien imposed by ERISA;


 




    	-26-



    	 



    

 


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


 


(e)          Liens
in respect of judgments that would not constitute an Event of Default hereunder;


 


(f)          Easements,
covenants, conditions, 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 materially interfere with the ordinary conduct of business of a Loan Party and such other minor title defects or survey matters
that, taken as a whole, do not materially interfere with the current use of the real property;


 


(g)          Liens
existing on the Effective Date listed on Schedule 7.01 and Liens to secure any Permitted Refinancings of the Indebtedness with
respect thereto;


 


(h)          Liens
on fixed or capital assets or on Real Estate of any Loan Party which secure Indebtedness permitted under clauses (c) and/or (d)
of the definition of Permitted Indebtedness so long as (i) such Liens and the Indebtedness secured thereby are incurred prior to
or within ninety (90) days after such acquisition, (ii) the Indebtedness secured thereby does not exceed the cost of acquisition
of the applicable assets, and (iii) such Liens shall attach only to the assets or Real Estate acquired, improved or refinanced
with such Indebtedness and shall not extend to any other property or assets of the Loan Parties;


 


(i)          Liens
in favor of the Agent;


 


(j)          Landlords’
and lessors’ statutory Liens in respect of rent not in default;


 


(k)          Possessory
Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the
Effective Date and other Permitted Investments, provided that such liens (a) attach only to such Investments and (b) secure
only obligations incurred in the ordinary course and arising in connection with the acquisition or disposition of such Investments
and not any obligation in connection with margin financing;


 


(l)          Liens
arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, Liens in favor of securities
intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained
with depository institutions or securities intermediaries;


 


(m)          Liens
arising from precautionary UCC filings regarding “true” operating leases or, to the extent permitted under the Loan
Documents, the consignment of goods to a Loan Party;


 




    	-27-



    	 



    

 


(n)          Liens
on property (other than Intellectual Property) in existence at the time such property is acquired pursuant to a Permitted Acquisition
or on such property of a Subsidiary of a Loan Party in existence at the time such Subsidiary is acquired pursuant to a Permitted
Acquisition; provided, that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition
and do not attach to any other assets of any Loan Party or any Subsidiary;


 


(o)          Liens
on Collateral securing Indebtedness in respect of the First Lien Facility; provided such Liens are subject to the First
Lien Intercreditor Agreement (or, in the case of any other such credit facility or any Permitted Refinancing thereof permitted
hereunder, another intercreditor agreement containing terms that are at least as favorable to the Credit Parties as those contained
in the First Lien Intercreditor Agreement) and the Indebtedness secured by such Liens is permitted to be incurred pursuant to clause
(a)(i) of the definition of “Permitted Indebtedness”;


 


(q)          Liens
on earnest money deposits made in connection with any agreement in respect of a Permitted Acquisition or consisting of an agreement
to dispose of any property in a Permitted Disposition;


 


(r)          ground
leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located;


 


(s)          (i)
licenses, sublicenses, leases or subleases granted by any Loan Party to other Persons not materially interfering with the conduct
of the business of such Loan Party, (ii) any interest or title of a lessor, sublessor or licensor under any Lease, (iii) restriction
or encumbrance to which the interest or title of such lessor or sublessor may be subject and (iv) subordination of the interest
of the lessee or sub-lessee under such Lease to any restriction or encumbrance referred to in the preceding clause (iii);
and


 


(t)          Liens
in connection with any zoning, building, land use or similar law or right reserved to or vested in any Governmental Authority to
control or regulate the use of any or dimensions of real property or the structure thereon.


 


“Permitted Holder” means each
of TCP WR Acquisition, LLC, TCP SQBG Acquisition, LLC, TCP SQBG II, LLC, Carlyle Galaxy Holdings, L.P. and their respective Affiliates.


 


“Permitted Indebtedness” means
each of the following:


 


(a)          (i)
Indebtedness in respect of the First Lien Credit Agreement and any Permitted Refinancing thereof (collectively, the “First
Lien Facility); provided that (A) the aggregate outstanding principal amount of any Indebtedness in respect of the First Lien
Facility shall not exceed $100,000,000 in the aggregate (as such amount may be increased by up to $60,000,000 pursuant to the incremental
provisions therein) at any time and (B) any Indebtedness in respect of the First Lien Facility shall not have an earlier maturity
date than the Maturity Date or a decreased weighted average life than the First Lien Facility in effect on the date hereof and
(ii) any other Indebtedness outstanding on the date hereof and listed on Schedule 7.03 hereto and, in the case of the foregoing
clause (ii), any Permitted Refinancing thereof;


 




    	-28-



    	 



    

 


(b)          Indebtedness
of any Loan Party to any other Loan Party;


 


(c)          purchase
money Indebtedness of any Loan Party to finance the acquisition of any personal property consisting solely of fixed or capital
assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets
(other than Intellectual Property) or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings
thereof, provided, however, that the aggregate principal amount of Indebtedness permitted by this clause (c) shall
not exceed $11,500,000 at any time outstanding and further provided that, if requested by the GSO Entities, the Loan
Parties shall use commercially reasonable efforts to cause the holders of any such Indebtedness incurred to finance the acquisition
of assets containing information relating to Intellectual Property, licensing arrangements or financial information to enter into
an intercreditor agreement with the Agent on terms reasonably satisfactory to the GSO Entities;


 


(d)          Indebtedness
incurred for the construction or acquisition or improvement of, or to finance or to refinance, any Real Estate owned by any Loan
Party (including therein any Indebtedness incurred in connection with sale-leaseback transactions permitted hereunder and any Synthetic
Lease Obligations), provided that, if requested by the GSO Entities, the Loan Parties shall use commercially reasonable
efforts to cause the holders of such Indebtedness and the lessors under any sale-leaseback transaction to enter into an access
agreement with respect to any Real Estate in which the Loan Parties maintain information relating to Intellectual Property, licensing
arrangements or financial information, on terms reasonably satisfactory to the GSO Entities;


 


(e)          contingent
liabilities under surety bonds or similar instruments incurred in the ordinary course of business;


 


(f)          
obligations (contingent or otherwise) of any Loan Party or any Subsidiary thereof existing or arising under any Swap Contract,
provided that (i) such obligations are (or were) entered into by such Person (x) in connection with any issuance of convertible
bonds permitted to be incurred under another clause of this definition of “Permitted Indebtedness” in the form of a
call-spread overlay or any variation thereof or (y) 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” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation
to make payments on outstanding transactions to the defaulting party;


 


(g)          Indebtedness
of any Person that becomes a Subsidiary (other than an Excluded Subsidiary) of a Loan Party in a Permitted Acquisition, which Indebtedness
is existing at the time such Person becomes a Subsidiary of a Loan Party (other than Indebtedness incurred solely in contemplation
of such Person’s becoming a Subsidiary of a Loan Party);


 




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(h)          the
Obligations;


 


(i)          other
unsecured Indebtedness or Indebtedness subordinated in the right of payment (on terms reasonably acceptable to the GSO Entities)
in an aggregate principal amount not to exceed $287,500,000 at any time outstanding;


 


(k)          other
unsecured Indebtedness or Indebtedness subordinated in right of payment (on terms reasonably acceptable to the Agent) not otherwise
specifically described herein so long as, after giving pro forma effect to the incurrence of such Indebtedness and the consummation
of any Permitted Acquisition or the application of the proceeds thereof, as applicable, in connection therewith, and (i) on a projected
basis for the twelve (12) months immediately following such Indebtedness and related Permitted Acquisition or application of proceeds,
as applicable, the ratio of Consolidated EBITDA (calculated for such purpose to include the projected Consolidated EBITDA of the
entity or assets to be acquired in any applicable Permitted Acquisition) to Debt Service Charges shall be no less than the ratio
of Consolidated EBITDA to Debt Service Charges as calculated prior to the incurrence of such Indebtedness and the consummation
of such Permitted Acquisition or application of proceeds, as applicable, or, (ii) in the event that such ratio is less than the
ratio calculated prior to the incurrence or application of proceeds of such Indebtedness, then the ratio of (A) Consolidated Total
Indebtedness, less cash on the balance sheet of the Borrower, to (B) Consolidated EBITDA, in each case after giving pro forma effect
to the incurrence of such Indebtedness and the consummation of any applicable Permitted Acquisition or application of proceeds,
shall not be greater than 4.0:1.0;


 


(l)          Indebtedness
consisting of unsecured guaranties by any Loan Party of the Indebtedness and lease and other contractual obligations (including,
without limitation, guaranties of any license agreements entered into in the ordinary course of business by a Loan Party), in each
case, of any other Loan Party, to the extent permitted under this Agreement;


 


(m)          Indebtedness
arising from the honoring by any bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business, so long as such Indebtedness is extinguished within five (5) Business Days of its incurrence;


 


(n)          Indebtedness
owed to any Person providing property, casualty, liability or other insurance to any Loan Party, 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 period in which such Indebtedness is incurred and such Indebtedness is outstanding only for a period not exceeding twelve
months;


 




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(o)          Indebtedness
of any Loan Party which may be deemed to exist in connection with agreements providing indemnification, deferred purchase price,
non-cash earn-outs, cash earn-outs in an amount not to exceed $11,500,000 at any time outstanding so long as after giving effect
thereto the Loan Parties have cash on hand in an amount greater than $5,000,000, purchase price adjustments and other similar obligations
in connection with the acquisition or disposition of assets in accordance with this Agreement, so long as any such obligations
are those of the Person making the respective acquisition or sale, and are not guaranteed by any other Person except as permitted
by sub-clause (l) herein;


 


(p)          Indebtedness
representing deferred compensation or similar obligation to employees of Loan Parties incurred in the ordinary course of business;
and


 


(q)          Indebtedness
of any Loan Party in respect of letters of credit, bank guarantees, supporting obligations bankers’ acceptances, performance
bonds, surety bonds, statutory bonds, appeal bonds, warehouse receipts or similar instruments issued or created in the ordinary
course of business, including with respect of workers compensation claims, health, disability or other employee benefits or property,
casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding
workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following
the due date thereof.


 


“Permitted Investments” means
each of the following:


 


(a)          readily
marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality
thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and
credit of the United States of America is pledged in support thereof;


 


(b)          commercial
paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1”
(or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P,
in each case with maturities of not more than 180 days from the date of acquisition thereof;


 


(c)          time
deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender
or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal
banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the
District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper
rated as described in clause (b) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000,
in each case with maturities of not more than 180 days from the date of acquisition thereof;


 




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(d)          Fully
collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above
(without regard to the limitation on maturity contained in such clause) and entered into with a financial institution satisfying
the criteria described in clause (c) above or with any primary dealer and having a market value at the time that such repurchase
agreement is entered into of not less than 100% of the repurchase obligation of such counterparty entity with whom such repurchase
agreement has been entered into;


 


(e)          Investments,
classified in accordance with GAAP as current assets of the Loan Parties, in any money market fund, mutual fund, or other investment
companies that are registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions
that have the highest rating obtainable from either Moody’s or S&P, and which invest solely in one or more of the types
of securities described in clauses (a) through (d) above;


 


(f)          Investments
existing on the Effective Date set forth on Schedule 7.02, but not any additional Investment in respect thereof unless otherwise
permitted hereunder;


 


(g)          (i)
Investments by any Loan Party and its Subsidiaries in their respective Subsidiaries outstanding on the Effective Date, (ii) additional
Investments by any Loan Party and its Subsidiaries in Loan Parties, (iii) Investments in Non-Guarantor Subsidiaries constituting
(x) Investments made with contributions of the Equity Interests of the Borrower and cash proceeds of equity contributions to the
Borrower made by the Borrower’s shareholders, (y) non-monetary Investments consisting of the acquisition or formation and
ownership of the Equity Interests thereof to the extent permitted pursuant to clause (m) hereof and (z) so long as (A) no Default
or Event of Default has occurred and is continuing or would result therefrom and (B) the Loan Parties have cash on hand in an amount
greater than $10,000,000 after giving effect thereto, additional Investments by any Loan Party in any Non-Guarantor Subsidiary
in an aggregate amount not to exceed $11,500,000 outstanding at any time, and (iv) additional Investments by Subsidiaries of the
Loan Parties that are not Loan Parties in other Subsidiaries that are not Loan Parties;


 


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


 


(i)          Guarantees
constituting Permitted Indebtedness;


 


(j)          so
long as no Default or Event of Default has occurred and is continuing or would result from such Investment, Investments by any
Loan Party in Swap Contracts permitted hereunder;


 


(k)          Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers
and suppliers, in each case in the ordinary course of business;


 




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(l)          advances
to officers, directors and employees of the Loan Parties in the ordinary course of business in an amount not to exceed $575,000
to any individual at any time or in an aggregate amount not to exceed $2,300,000 at any time outstanding;


 


(m)          Investments
constituting Permitted Acquisitions;


 


(n)          Loan
Parties may own the equity interests of their respective Subsidiaries created or acquired in accordance with this Agreement (so
long as all amounts invested in such Subsidiaries are independently justified under another clause of this definition);


 


(o)          deposits
made in the ordinary course of business to secure the performance of leases or other obligations pursuant to Section 7.03;


 


(p)          purchases
of assets in the ordinary course of business to the extent not constituting a Permitted Acquisition;


 


(q)          Investments
consisting of (x) transactions permitted under Section 7.03 and 7.05, (y) Restricted Payments permitted by Section 7.06
and (z) repayments or other acquisitions of Indebtedness of any Loan Party not prohibited by Section 7.07;


 


(r)          promissory
notes and other non-cash consideration received in connection with any asset sale permitted by Section 7.05;


 


(s)          the
Effective Date Acquisition;


 


(t)          advances
in the form of a prepayment of expense to vendors, suppliers and trade creditors consistent with their past practices, so long
as such expenses were incurred in the ordinary course of business;


 


(u)          the
Identified Transaction; and


 


(v)          Investments
by the Borrower and its Subsidiaries not otherwise permitted under this definition of “Permitted Investments” in an
aggregate amount not to exceed $11,500,000; provided that, with respect to each Investment made pursuant to this clause
(v): (i) such Investment shall be in property that is part of, or in lines of business that are, substantially the same lines of
business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course; (ii) any determination
of the amount of such Investment shall include all cash and noncash consideration paid by or on behalf of the Borrower and its
Subsidiaries in connection with such Investment; (iii) (A) immediately before and immediately after giving pro forma effect to
any such purchase or other acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect
to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants
set forth in Section 7.15, such compliance to be determined on the basis of the financial information most recently delivered
to the Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Investment had been consummated as
of the first day of the fiscal period covered thereby; and (iv) if the Person which is the subject of such Investment will be maintained
as a Subsidiary (other than an Excluded Subsidiary) of a Loan Party, or if the property acquired pursuant to such Investment will
be transferred to a Subsidiary (other than an Excluded Subsidiary) which is not then a Loan Party, such Subsidiary shall have complied
with the provisions of Section 6.11 and Section 6.15 hereof to the extent applicable;


 




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provided, however, that notwithstanding the foregoing,
after the occurrence and during the continuance of a Cash Control Event, no such Investments specified in clauses (a) through (e)
shall be permitted unless the Investment is a temporary Investment pending expiration of an Interest Period for a LIBOR Rate Loan,
the proceeds of which Investment will be applied to the Obligations after the expiration of such Interest Period, and such Investment
is pledged to the Agent as additional collateral for the Obligations pursuant to such agreements as may be reasonably required
by the GSO Entities.


 


“Permitted Refinancing” means,
with respect to any Person, any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous
refinancings thereof constituting a Permitted Refinancing); provided, that (a) the principal amount (or accreted value,
if applicable) of such Permitted Refinancing does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness
so Refinanced (plus unpaid accrued interest and premiums thereon and underwriting discounts, defeasance costs, fees, commissions
and expenses), (b) the weighted average life to maturity of such Permitted Refinancing is greater than or equal to the weighted
average life to maturity of the Indebtedness being Refinanced, (c) such Permitted Refinancing shall not require any scheduled principal
payments due prior to the Maturity Date in excess of or prior to the scheduled principal payments for the Indebtedness being Refinanced
due prior to such Maturity Date, (d) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations
under this Agreement, such Permitted Refinancing shall be subordinated in right of payment to such Obligations on terms at least
as favorable to the Credit Parties as those contained in the documentation governing the Indebtedness being Refinanced, (e) no
Permitted Refinancing shall have direct or indirect obligors who were not also obligors of the Indebtedness being Refinanced, or
greater guarantees or security, than the Indebtedness being Refinanced, (f) such Permitted Refinancing shall be otherwise on terms
not materially less favorable to the Credit Parties than those contained in the documentation governing the Indebtedness being
Refinanced, taken as a whole, including, without limitation, with respect to financial and other covenants and events of default,
(g) the interest rate applicable to any such Permitted Refinancing shall not exceed the then applicable market interest rate, (h)
at the time thereof, no Default or Event of Default shall have occurred and be continuing, and (i) in the case of a Refinance of
any Indebtedness permitted pursuant to clause (a) of the definition of Permitted Indebtedness, the agent and lenders party thereto
agree in writing to be bound by the First Lien Intercreditor Agreement


 


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


 




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“Plan” means any employee benefit
plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any
ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its
employees.


 


“Qualified ECP Guarantor” means,
in respect of any Swap Obligation, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such
time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify
as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Real Estate” means all Leases
and all land, together with the buildings, structures, parking areas, and other improvements thereon, now or hereafter owned by
any Loan Party, including all easements, rights-of-way, and similar rights relating thereto.


 


“Realizable Orderly Liquidation Value”
means the sum of one hundred percent (100%) of the appraised orderly liquidation value of the Intellectual Property of the Loan
Parties, in each case based upon the most recent appraisal of such Intellectual Property undertaken by the Agent or received from
the First Lien Agent pursuant to Section 6.10(b) with respect thereto.


 


“Recipient” means the Agent
or any Lender.


 


“Register” has the meaning specified
in Section 10.06(c).


 


“Registered Public Accounting Firm”
has the meaning specified by the Securities Laws and shall be independent of the Borrower and its Subsidiaries as prescribed by
the Securities Laws.


 


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


 


“Reportable Event” means any
of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.


 


“Reports” has the meaning provided
in Section 9.11.


 


“Required Lenders” means, as
of any date of determination, Lenders holding in the aggregate more than 50% of the aggregate outstanding principal amount of the
Loan.


 


“Responsible Officer” means
the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party or any of the
other individuals designated in writing to the Agent by an existing Responsible Officer of a Loan Party as an authorized signatory
of any certificate or other document to be delivered hereunder. Any document delivered hereunder that is signed by a Responsible
Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such
Loan Party.


 




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“Restricted Payment” means any
dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity
Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination
of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders,
partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other
distribution or payment. Without limiting the foregoing, “Restricted Payments” with respect to any Person shall also
include all payments made by such Person with any proceeds of a dissolution or liquidation of such Person.


 


“Restricted Payment Conditions”
means, at the time of determination with respect to any specified Restricted Payment, that (a) no Default or Event of Default then
exists or would arise as a result of making of such Restricted Payment, (b) after giving effect to such Restricted Payment, the
Total Outstandings are not greater than twenty-five (25%) percent of the appraised orderly liquidation value of registered
Trademarks of the Loan Parties, as determined pursuant to the most recent appraisal conducted by or on behalf of the Agent with
respect to such registered Trademarks, and (c) the Consolidated Fixed Charge Coverage Ratio, as calculated on a pro-forma basis
for the twelve Fiscal Months preceding such Restricted Payment, is equal to or greater than 1.0:1.0.


 


“S&P” means Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.


 


“Sanctioned Country” shall mean
a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Pages/default.aspx,
or as otherwise published from time to time.


 


“Sanctioned Person” shall mean
(i) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available
at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time,
or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C)
a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.


 


“Sarbanes-Oxley” means the Sarbanes-Oxley
Act of 2002.


 


“SBG Universe” has the meaning
provided therefor in the recitals.


 


“SEC” means the Securities and
Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Securities Laws” means the
Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley, and the applicable accounting and auditing principles,
rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB.


 




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“Security Agreement” means the
Security Agreement dated as of the Effective Date among the Loan Parties and the Agent.


 


“Security Documents” means the
Security Agreement, the Copyright Security Agreement, the Patent Security Agreement, the Trademark Security Agreement, the Blocked
Account Agreements and each other security agreement or other instrument or document executed and delivered to the Agent pursuant
to this Agreement or any other Loan Document granting a Lien to secure any of the Obligations.


 


“Shareholders’ Equity”
means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries as of that
date determined in accordance with GAAP.


 


“Solvent” and “Solvency”
means, with respect to any Person on a particular date, that on such date (a) at fair valuation, all of the properties and assets
of such Person are greater than the sum of the debts, including contingent liabilities, of such Person, (b) the present fair saleable
value of the properties and assets of such Person is not less than the amount that would be required to pay the probable liability
of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its properties and assets
and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business,
and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for
which such Person’s properties and assets would constitute unreasonably small capital after giving due consideration to the
prevailing practices in the industry in which such Person is engaged. The amount of all guarantees at any time shall be computed
as the amount that, in light of all the facts and circumstances existing at the time, can reasonably be expected to become an actual
or matured liability.


 


“Specified Loan Party” means
any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (as determined
prior to giving effect to Section 10.25).


 


“Specified Representations”
means the representations and warranties contained in Sections 5.01, 5.02(a), (b), (c) (solely as it relates to the
Merger Agreement) and (d), 5.04, 5.14, 5.19, 5.20 (subject to the limitations set forth in the
proviso to Section 4.01(a)(x), 5.24, 10.17 and 10.18 of this Agreement.


 


“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 percentages (including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the FRB to which the Agent is subject with respect to the Adjusted LIBOR Rate, for eurocurrency
funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages
shall include those imposed pursuant to such Regulation D. LIBOR Rate 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 such 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.


 




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“Subsidiary” of a Person means
a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the Equity
Interests having ordinary voting power for the election of directors or other governing body are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such
Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall
refer to a Subsidiary or Subsidiaries of a Loan Party, but shall exclude Excluded Subsidiaries.


 


“Swap Contract” means (a) any
and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity
options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options
or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions,
cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to
enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b)
any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed
by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master
Agreement”), including any such obligations or liabilities under any Master Agreement.


 


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


 


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


 


“Synthetic Lease Obligation”
means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an
agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations
that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person,
would be characterized as the indebtedness of such Person (without regard to accounting treatment).


 




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


 


“Termination Date” means the
earliest to occur of (i) the Maturity Date, (ii) the date on which the maturity of the Obligations is accelerated (or deemed accelerated)
in accordance with Article VIII, or (iii) the date on which the Borrower prepays the Loan in full and terminates this Agreement
in accordance with Section 2.04(a) hereof.


 


“Total Outstandings” means the
sum of the (a) then outstanding principal amount of the Term Loan (as defined in the First Lien Credit Agreement), plus
(b) the Total Revolving Outstandings (as defined in the First Lien Credit Agreement), plus (c) then outstanding principal
amount of the Loan.


 


“Trademark” has the meaning
specified in the Security Agreement.


 


“Trademark Security Agreement”
means the Grant of Security Interest in United States Trademarks dated as of the Effective Date among certain Loan Parties and
the Agent.


 


“Trading with the Enemy Act”
has the meaning set forth in Section 10.18.


 


“Transactions” means, collectively,
(a) the Effective Date Acquisition and the related transactions pursuant to the Merger Documents, (b) the entry into of the Loan
Documents and the borrowings thereunder and (c) the entry into the First Lien Facility, the borrowings thereunder and the refinancing
of the Existing Credit Agreement.


 


“Type” means, with respect to
the portion of any Loan outstanding, its character as a Base Rate Loan or a LIBOR Rate Loan.


 


“UCC” or “Uniform Commercial
Code” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that
if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof, the term shall have
the meaning set forth in Article 9; provided further that, if by reason of mandatory provisions of law, perfection, or the effect
of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is governed
by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Uniform Commercial Code”
means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection or availability of such remedy, as the case may be.


 


“UFCA” has the meaning specified
in Section 10.21(d).


 


“UFTA” has the meaning specified
in Section 10.21(d).


 


“United States” and “U.S.”
mean the United States of America.


 


“U.S. Person” means any Person
that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 




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“U.S. Tax Compliance Certificate”
has the meaning specified in Section 3.01(e)(ii)(B)(III).


 


“Wilmington” means Wilmington
Trust, National Association and its successors.


 


1.02       Other
Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein
or in such other Loan Document:


 


(a)          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 “will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including
any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth
herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s
successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,”
and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and
not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall
be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear,
(v) any reference to any law shall include all rules, regulations and orders thereunder and all statutory and regulatory provisions
consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise
specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) 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.


 


(b)          In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”


 


(c)          Section
headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Loan Document.


 


(d)          Any
reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean
the repayment in Dollars in full in cash or immediately available funds (or, in the case of contingent reimbursement obligations
with respect to Bank Products (other than Swap Contracts), providing cash collateralization) of all of the Obligations (including
the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of
the other Obligations) under Swap Contracts) other than (i) unasserted contingent indemnification Obligations, (ii) any Obligations
relating to Bank Products (including Swap Contracts) that, at such time, are allowed by the applicable Bank Product provider to
remain outstanding without being required to be repaid or cash collateralized, and (iii) any Obligations relating to Cash Management
Services that, at such time, are allowed by the applicable provider of such Cash Management Services to remain outstanding without
being required to be repaid.


 




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1.03       Accounting
Terms


 


(a)          Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.


 


(b)          Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so request, the Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP
(subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to
the Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change
in GAAP.


 


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


 


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


 


ARTICLE II

THE COMMITMENTS AND LOANS


 


2.01       Loans.
Subject to the terms and conditions set forth herein, each Lender severally agrees to make a loan (collectively, the “Loan”)
to the Borrower on the Effective Date in an aggregate principal amount equal to such Lender’s Commitment in immediately
available funds in accordance with instructions provided by the Borrower. The aggregate amount of the Loan shall not exceed the
aggregate Commitments. The Loan shall be LIBOR Rate Loans unless converted pursuant to Section 3.02 or 3.03 with an initial Interest
Period of one month.


 




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2.02       Continuations
and Conversions of Loans.


 


(a)          [Reserved].


 


(b)          Each
(i) continuation of LIBOR Rate Loans or (ii) conversion of a Base Rate Loan to a LIBOR Rate Loan shall be made upon the Borrower’s
irrevocable notice to the Agent, which may be given by telephone. Each such notice must be received by the Agent not later than
11:00 a.m. three Business Days prior to the requested date of any continuation or, or conversion to, LIBOR Rate Loans. Each telephonic
notice by the Borrower pursuant to this Section 2.02(b) must be confirmed promptly by delivery to the Agent of a written
Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each continuation of, or conversion to,
LIBOR Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each
Loan Notice (whether telephonic or written) shall specify (i) he requested date of the continuation, as the case may be (which
shall be a Business Day) and (iii) the principal amount of Loan to be continued or converted.


 


(c)          [Reserved].


 


(d)          [Reserved].


 


(e)          The
Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Rate
Loans upon determination of such interest rate.


 


(f)          After
giving effect to all continuations of the Loan, there shall not be more than six (6) Interest Periods in effect with respect to
LIBOR Rate Loans.


 


2.03       [Reserved].


 


2.04       Prepayments.


 


(a)          After
the first anniversary of the Effective Date, the Borrower may, upon irrevocable written notice from the Borrower to the Agent,
at any time or from time to time voluntarily prepay the Loan in whole or in part without premium or penalty except as provided
in Section 2.08(b) hereof; provided that (i) such notice must be received by the Agent not later than 11:00 a.m.
(A) three Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Loans;
(ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof; or, if less, the entire principal amount thereof then outstanding or such lesser amount as is acceptable to the applicable
Lenders. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loan to be prepaid and, if LIBOR
Rate Loans, the Interest Period(s) of such Loan. The Agent will promptly notify each Lender of its receipt of each such notice,
and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the
Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified
therein, except that, to the extent delivered in connection with a full or partial refinancing of the Obligations, such notice
shall not be irrevocable until such refinancing is closed and funded. Any prepayment of a LIBOR Rate Loan shall be accompanied
by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject
to Section 2.12, each such prepayment shall be applied to the portion of the Loan held by, as applicable, the Lenders in
accordance with their respective Applicable Percentages.


 




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(b)          In
connection with any Disposition of any Intellectual Property or related assets of the Borrower or its Subsidiaries, the Borrower
shall prepay the Loan in an amount equal to fifty (50%) of the greater of (i) the orderly liquidation value of such assets as determined
by the most recent appraisal of such Intellectual Property or related assets undertaken by the Agent or received from the First
Lien Agent with respect thereto and (ii) the Net Proceeds received from such Disposition; provided that if an Event of Default
has occurred and is continuing, the Borrower shall prepay the Loan in an amount equal to 100% of the greater of (i) the orderly
liquidation value of such assets as determined by the most recent appraisal of such Intellectual Property or related assets undertaken
by the Agent or received from the First Lien Agent with respect thereto and (ii) the Net Proceeds received from such Disposition.


 


(c)          In
connection with any Disposition of any assets of the Borrower or its Subsidiaries (other than Permitted Dispositions of the type
referred to in clauses (d), (e) and (f) of the definition thereof), the Borrower shall prepay the Loan in an amount equal to 100%
of the Net Proceeds from the Disposition of such Collateral; provided that the Borrower shall have the right to reinvest
such Net Proceeds, if such Net Proceeds are reinvested (or committed to be reinvested) within 180 days and, if so committed to
be reinvested, so long as such reinvestment is actually completed within 180 days thereafter.


 


(d)          Not
later than ninety (90) days after the end of each Fiscal Year of the Borrower and its Subsidiaries, the Borrower shall prepay the
Loan in an amount equal to thirty (30%) of Consolidated Excess Cash Flow for the immediately preceding Fiscal Year of the Borrower
and its Subsidiaries.


 


(e)          Subject
to the First Lien Intercreditor Agreement, the Borrower shall prepay the Loan to the extent required pursuant to the provisions
of Section 6.12 hereof.


 


(f)          Prepayments
made to the Loan pursuant to Section 2.04, above shall be applied ratably to the remaining scheduled installments of principal
due in respect of the Loan in the inverse order of maturity.


 


(g)          Notwithstanding
anything to the contrary contained herein, no prepayment shall be required to be made by the Borrower pursuant to Sections 2.04(b)-(d)
above to the extent any such prepayment is required to be made pursuant to Section 2.04 of the First Lien Credit Agreement; provided,
that the Borrower shall prepay the Loan in the amount of any such prepayment waived by the First Lien Agent.


 


2.05       [Reserved].



 




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2.06       Repayment
of Obligations.


 


Except as provided in Section 1.02(d),
the Borrower shall repay to the Agent, for the account of the Lenders, on the Termination Date the aggregate principal amount of
Loan and other Obligations outstanding on such date.


 


2.07       Interest.


 


(a)          Subject
to the provisions of Section 2.07(b) below, (i) each LIBOR Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Adjusted LIBOR Rate for such Interest Period plus the
Applicable Margin for LIBOR Rate Loans and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin for Base Rate Loans.


 


(b)          If
any Event of Default exists, all outstanding Obligations shall thereafter bear interest at a fluctuating interest rate per annum
at all times equal to the Default Rate and thereafter such Obligations shall bear interest at the Default Rate to the fullest extent
permitted by Law. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable
upon demand.


 


(c)          Except
as provided in Section 2.07(b), interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief
Law.


 


2.08       Fees.


 


(a)          [Reserved].


 


(b)          Early
Termination Fee. In the event that the Borrower prepays the Loan pursuant to Section 2.04, then the Borrower shall pay
to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such
prepayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date,
three percent (3%) and (ii) if such prepayments occurs on or after the second anniversary of the Effective Date and prior to the
third anniversary of the Effective Date, one (1%) percent of the Loan then outstanding; provided, that if such prepayment occurs
on or after the third anniversary of the Effective Date no Early Termination Fee shall be due and payable. All parties to this
Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loan and that,
in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation
and liquidated damages to compensate the Lenders on account thereof.


 


(c)          Other
Fees. The Borrower shall pay to the Agent and the Arranger for their own account fees in the amounts and at the times specified
in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 




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2.09       Computation
of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s
“prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.
All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day
on which the Loan or such portion is paid. Each determination by the Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.


 


2.10       Evidence
of Debt.


 


The Loan made by each Lender shall be evidenced
by one or more accounts or records maintained by the Agent (the “Loan Account”) in the ordinary course of business.
In addition, each Lender may record in such Lender’s internal records, an appropriate notation evidencing the date and amount
of each Loan from such Lender, each payment and prepayment of principal of any such Loan, and each payment of interest, fees and
other amounts due in connection with the Obligations due to such Lender. The accounts or records maintained by the Agent and each
Lender shall be conclusive absent manifest error of the amount of the Loan made by the Lenders to the Borrower and the interest
and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the Agent in respect of such matters, the accounts and records
of the Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Agent, the Borrower
shall execute and deliver to such Lender (through the Agent) a Note, which shall evidence such Lender’s Loan in addition
to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount
and maturity of its Loan and payments with respect thereto. Upon receipt of an affidavit of a Lender as to the loss, theft, destruction
or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrower will issue, in lieu thereof, a replacement
Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor.


 


2.11       Payments
Generally; Agent’s Clawback.


 


(a)          General.
All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment
or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Agent, for
the account of the respective Lenders to which such payment is owed, at the Agent’s Office in Dollars and in immediately
available funds not later than 2:00 p.m. on the date specified herein. The Agent will promptly distribute to each Lender its Applicable
Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s
Lending Office. All payments received by the Agent after 2:00 p.m. shall, at the option of the Agent, be deemed received on the
next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower
shall come due on a day other than a Business Day, payment shall be made on the next following Business Day (other than with respect
to payment of a LIBOR Rate Loan), and such extension of time shall be reflected in computing interest or fees, as the case may
be.


 




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(b)          [Reserved].


 


(c)          Payments
by Borrower; Presumptions by Agent. Unless the Agent shall have received notice from the Borrower prior to the time at which
any payment is due to the Agent for the account of any of the Lenders hereunder that the Borrower will not make such payment, the
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds
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 Agent, at the Federal Funds Rate.


 


(d)          [Reserved].


 


(e)          Obligations
of Lenders Several. The obligations of the Lenders hereunder to make a Loan and to make payments hereunder are several
and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment hereunder on any
date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment
hereunder.


 


(f)          Funding
Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place
or manner.


 


2.12       Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment
in respect of any principal of, interest on, or other amounts with respect to, the Loan resulting in such Lender’s receiving
payment of a proportion of the aggregate amount of the Loan greater than its pro rata share thereof as provided
herein (including as in contravention of the priorities of payment set forth in Section 8.03), then the Lender receiving
such greater proportion shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the
Loan of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall
be shared by the Lenders ratably and in the priorities set forth in Section 8.03, provided that:


 


(i)          if
any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without
interest; and


 




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(ii)         the
provisions of this Section shall not be construed to apply to (x) any payment made by the Loan Parties pursuant to and in accordance
with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale
of a participation in any of its Loan to any Eligible Assignee or Participant, other than to the Borrower or any Subsidiary thereof
(as to which the provisions of this Section shall apply).


 


Each Loan Party consents to the foregoing and agrees, to the
extent it may effectively do so under Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of such Loan Party in the amount of such participation.


 


2.13       [Reserved].



 


2.14       Incremental
Facility.


 


(a)          Request
for Increase. Provided no Event of Default then exists or would arise therefrom, upon notice to the Agent and the Arranger
(which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Loan by an amount (for
all such requests in the aggregate) not exceeding $70,000,000; provided that (i) any such request for an increase shall
be in minimum increments of $10,000,000 and (ii) the Borrower may make a maximum of three (3) such requests. At the time of sending
such notice, the Borrower (in consultation with the Agent and the Arranger) shall specify the time period within which each Lender
is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to
the Lenders).


 


(b)          Lender
Elections to Increase. Each Lender shall notify the Agent within the time period specified in the Borrower’s notice as
provided in Section 2.14(a) whether or not it agrees to increase its outstanding portion of the Loan, as applicable, and,
if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender
not responding within such time period shall be deemed to have declined to increase its outstanding portion of the Loan.


 


(c)          Notification
by Agent; Additional Lenders. On the last day of the time period specified in the Borrower’s notice as provided in Section
2.14(a), the Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.
To achieve the full amount of a requested increase and subject to the approval of the GSO Entities, to the extent that the existing
Lenders decline to increase their respective outstanding portion of the Loan, as applicable, or decline to increase their respective
outstanding portion of the Loan to the amount requested by the Borrower, the Agent and the Arranger, in consultation with the Borrower,
will use their reasonable efforts to arrange for other Eligible Assignees to become a Lender hereunder (each such Lender, an “Additional
Commitment Lender”) and to issue commitments in an amount equal to the amount of the increase in the Loan requested by
the Borrower and not accepted by the existing Lenders (and the Borrower may also invite additional Eligible Assignees to become
Lenders), provided, however, that without the consent of the Agent and the Arranger, at no time shall the commitment of
any Additional Commitment Lender be less than $5,000,000.


 




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(d)          Effective
Date and Allocations. If the Loan is increased in accordance with this Section 2.14, the Agent and the Arranger, in
consultation with the Borrower, shall determine the effective date (the “Increase Effective Date”) and the final
allocations in respect of such increase. The Agent shall promptly notify the Borrower and the Lenders of the final allocations
in respect of such increase and the Increase Effective Date and on the Increase Effective Date (i) the Loan under, and for all
purposes of, this Agreement shall be increased by the aggregate amount of such increase, and (ii) Schedule 2.01 shall be
deemed modified, without further action, to reflect the revised Aggregate Commitments and Applicable Percentages of the Lenders.


 


(e)          Conditions
to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Agent a certificate
of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (A) certifying and
attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower,
certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article
V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier
date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a)
and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01, (2) no Default or Event of Default exists or would arise therefrom and (3) on a pro forma
basis after giving effect to such increase, the Borrower has a Loan to Value Ratio greater than eighty-five percent (85%), (ii)
the Borrower, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents
in such form as the Agent and such Additional Commitment Lender shall reasonably require; (iii) the Borrower shall have paid such
fees and other compensation to the Additional Commitment Lenders as the Borrower and such Additional Commitment Lenders may agree;
(iv) the Borrower shall have paid such arrangement fees to the Agent and the Arranger as the Borrower and the Agent or the Arranger,
as applicable, may agree; (v) if requested by the Agent and Arranger, the Borrower shall deliver an opinion or opinions, in form
and substance reasonably satisfactory to the Agent and Arranger, from counsel to the Borrower and dated such date; (vi) the Borrower
and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Agent and Arranger
may reasonably have requested; and (vii) no Default or Event of Default shall exist.


 


(f)          Conflicting
Provisions. This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.


 




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ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01       Taxes.


 


(a)          Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)          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 Laws. If any applicable Laws (as determined in the good faith discretion
of the applicable Lender) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then
the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation
to be delivered pursuant to subsection (e) below.


 


(ii)         If
any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes
from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are
determined by it to be required based upon the information and documentation it has received pursuant to subsection (e)
below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted
to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is
made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after
any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under
this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding
or deduction been made.


 


(b)          Payment
of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay to the
relevant Governmental Authority in accordance with applicable Law, or at the option of the applicable Lender timely reimburse it
for the payment of, any Other Taxes.


 


(c)          Tax
Indemnifications.


 


(i)          The
Loan Parties shall, and each Loan Party does hereby, jointly and severally indemnify each Recipient, and shall make payment in
respect thereof within 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 3.01) payable or paid by such Recipient or
required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with
a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 




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(ii)         Each
Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor,
(x) the Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already
indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Agent
and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions
of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Agent and the Loan Parties, as applicable,
against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent or a Loan Party 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 Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the
Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document
against any amount due to the Agent under this clause (ii).


 


(d)          Evidence
of Payments. Upon request by the Borrower or the Agent, as the case may be, after any payment of Taxes by the Borrower or by
the Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Agent or the Agent
shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably
satisfactory to the Borrower or the Agent, as the case may be.


 


(e)          Status
of Lenders; Tax Documentation.


 


(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 and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly
completed and executed documentation reasonably requested by the Borrower or the 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 or the
Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Agent
as will enable the Borrower or the 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 3.01(e)(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.


 




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(ii)         Without
limiting the generality of the foregoing,


 


(A)         any
Lender that is a U.S. Person shall deliver to the Borrower and the 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 or the Agent), executed
originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the 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 or the Agent), whichever of the following is applicable:


 


(I)         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, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or
“other income” article of such tax treaty;


 


(II)        executed
originals of IRS Form W-8ECI;


 


(III)       in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the 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) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable; or


 




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


 


(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the 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 or the 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 Borrower or the Agent to determine
the withholding or deduction required to be made; and


 


(D)         if
a payment made to a Lender under any Loan Document would be subject to withholding Tax imposed pursuant to or in connection with
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 and the Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the 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 or the Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to
determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and
withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA
after the date of this Agreement.


 




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(iii)        Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Agent
in writing of its legal inability to do so.


 


(f)          Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Agent have any obligation to file for or otherwise
pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds
paid for the account of such Lender. If any Recipient 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 by any Loan Party or with respect to which any Loan Party has paid additional
amounts pursuant to this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent
of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes
giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party,
upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund
to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient
be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a
less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise
to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with
respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its
tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.


 


(g)          Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Agent or any
assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all of the Obligations.


 




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3.02       Illegality.
If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Rate Loans, or to determine or charge interest
rates based upon the LIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender
to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to
the Borrower through the Agent, (i) any obligation of such Lender to make or continue LIBOR Rate Loans or to convert Base Rate
Loans to LIBOR Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining
Base Rate Loans the interest rate on which is determined by reference to the LIBOR Rate component of the Base Rate, the interest
rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Agent without
reference to the LIBOR Rate component of the Base Rate, in each case, until such Lender notifies the Agent and the Borrower that
the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon
demand from such Lender (with a copy to the Agent) together with documentation reasonably supporting such request, prepay or,
if applicable, convert all LIBOR Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such
Lender shall, if necessary to avoid such illegality, be determined by the Agent without reference to the LIBOR Rate component
of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such
LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Rate Loans and (y)
if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBOR Rate, the Agent
shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the LIBOR Rate
component thereof until the Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine
or charge interest rates based upon the LIBOR Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted.


 


3.03       Inability
to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a LIBOR Rate
Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank
market for the applicable amount and Interest Period of such LIBOR Rate Loan, (b) adequate and reasonable means do not exist
for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan , or (c) the
LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect
the cost to such Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, (x)
the obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended, and (y) in the event of a determination
described in the preceding sentence with respect to the LIBOR Rate component of the Base Rate, the utilization of the LIBOR Rate
component in determining the Base Rate shall be suspended, in each case until the Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a conversion to or
continuation of LIBOR Rate Loans or, failing that, will be deemed to have converted such request into a request Base Rate Loans
in the amount specified therein.


 


3.04       Increased
Costs; Reserves on LIBOR Rate Loans.


 


(a)          Increased
Costs Generally. If any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected
in the LIBOR Rate);


 




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(ii)         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; or


 


(iii)        impose
on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or
LIBOR Rate Loans made by such Lender;


 


and the result of any of the foregoing shall be to increase
the cost to such Lender of making, converting to, continuing or maintaining any LIBOR Rate Loan (or of maintaining its obligation
to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal,
interest or any other amount) then, upon request of such Lender, together with documentation reasonably supporting such request,
the Loan Parties will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs
incurred or reduction suffered.


 


(b)          Capital
Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or
such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of
return on such Lender’s capital or on the capital or liquidity of such Lender’s holding company, if any, as a consequence
of this Agreement, or the Loan made by such Lender, to a level below that which such Lender or such Lender’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy), then upon request from time to time from such Lender together
with documentation reasonably supporting such request, the Loan Parties will pay to such Lender such additional amount or amounts
as will compensate such Lender or such Lender’s holding company for any such reduction suffered.


 


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


 


(d)          Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Loan Parties
shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred
or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if
the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above
shall be extended to include the period of retroactive effect thereof).


 




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(e)          Reserves
on LIBOR Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each LIBOR Rate Loan equal to the actual costs of such
reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive),
which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have
received at least 10 days’ prior notice (with a copy to the Agent) of such additional interest from such Lender. If a Lender
fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10
days from receipt of such notice.


 


(f)          Notwithstanding
anything to the contrary contained in this Section 3.04, no Lender shall demand compensation for any increased costs pursuant
to this Section 3.04 if it shall not be the general policy or practice of such Lender to demand such compensation in similar
circumstances and unless such demand is generally consistent with such Lender’s treatment of comparable borrowers of such
Lender in the United States with similarly affected loans.


 


3.05       Compensation
for Losses. Upon demand of any Lender (with a copy to the Agent) from time to time, which demand shall set forth in reasonable
detail the basis for such demand for compensation, the Borrower shall promptly compensate such Lender for and hold such Lender
harmless from any loss, cost or expense incurred by it as a result of:


 


(a)          any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


(b)          any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or


 


(c)          any
assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 10.13;


 


excluding any loss of anticipated profits from the failure to
collect the then Applicable Margin, but including any loss or expense arising from the liquidation or reemployment of funds obtained
by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall
also pay any customary administrative fees charged by such Lender in connection with the foregoing.


 


For purposes of calculating amounts payable by the Borrower
to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the
LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for
a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.


 




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3.06       Mitigation
Obligations; Replacement of Lenders.


 


(a)          Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01,
or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different
Lending Office for funding or booking its Loan 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 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the
notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs
and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)          Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case,
such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.06(a), the Borrower
may replace such Lender in accordance with Section 10.13.


 


3.07       Survival.
All of the Borrower’s obligations under this Article III shall survive repayment of all Obligations hereunder and
resignation of the Agent.


 


ARTICLE IV

CONDITIONS PRECEDENT TO LOANS


 


4.01       Conditions
of Initial Loans.


 


The obligation of each Lender to fund its
portion of the Loan hereunder on the Effective Date is subject to satisfaction of the following conditions precedent:


 


(a)          The
GSO Entities’ and the Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic
image scan transmission (e.g., “pdf” or “tif “ via e-mail) (followed promptly by originals) unless otherwise
specified, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective
Date) and each in form and substance satisfactory to the GSO Entities:


 


(i)          counterparts
of this Agreement each properly executed by a Responsible Officer of the signing Loan Party and the Lenders sufficient in number
for distribution to the Agent, each Lender and the Borrower;


 


(ii)         a
Note executed by the Borrower in favor of each Lender requesting a Note;


 




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(iii)        such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each
Loan Party as the GSO Entities may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the
other Loan Documents to which such Loan Party is a party or is to become a party and (B) the identity, authority and capacity of
each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan
Documents to which such Loan Party is a party or is to become a party;


 


(iv)        copies
of each Loan Party’s Organization Documents and such other documents and certifications as the GSO Entities may reasonably
require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing
in its jurisdiction of organization or formation;


 


(v)       an
opinion of White & Case LLP, counsel to the Loan Parties, addressed to the Agent and each Lender, as to such customary matters
concerning the Loan Parties and the Loan Documents as the GSO Entities may reasonably request;


 


(vi)        a
certificate of a Responsible Officer of the Borrower certifying (A) that the conditions specified in this Article IV have been
satisfied and (B) to the Solvency of the Loan Parties as of the Effective Date after giving effect to the transactions contemplated
hereby;


 


(vii)       the
Security Documents, each duly executed by the applicable Loan Parties;


 


(viii)      all
other Loan Documents, each duly executed by the applicable Loan Parties;


 


(ix)       results
of searches or other evidence reasonably satisfactory to the GSO Entities (in each case dated as of a date reasonably satisfactory
to the GSO Entities) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens
for which termination statements satisfactory to the GSO Entities are being tendered concurrently with such extension of credit
or other arrangements satisfactory to the Agent for the delivery of such termination statements have been made; and


 




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(x)        all
documents and instruments, including Uniform Commercial Code financing statements, filings with the United States Patent and Trademark
Office and the United States Copyright Office, and certificates evidencing any stock being pledged thereunder, together with undated
stock powers executed in blank, each duly executed by the applicable Loan Parties, in each case required by law or reasonably requested
by the GSO Entities to be filed, registered, recorded or delivered to create or perfect the first priority Liens intended to be
created under the Loan Documents and all such documents and instruments shall have been so filed, registered, recorded or delivered
to the satisfaction of the GSO Entities; provided that to the extent any security interest in the Collateral is not granted
or perfected on the Effective Date after the Loan Parties’ commercially reasonable efforts to do so (other than (x) grants
with respect to the Collateral subject to the UCC and the delivery of UCC financing statements or the filing of a security agreement
with the U.S. Patent and Trademark Office or the U.S. Copyright Office and (y) the delivery of stock certificates and stock powers
pursuant to this clause (x) (but, with respect to any entity acquired pursuant to the Merger Agreement, solely to the extent received
from the seller thereunder)), the grant or perfection of such security interest shall be granted or perfected, as the case may
be, within 60 days after the Effective Date (or such longer period as GSO Entities may agree in their sole discretion).


 


(b)        The
Agent and the Lenders shall have received and the Lenders shall be satisfied with the substance of (i) audited financial statements
of Galaxy Brand Holdings, Inc. and its Subsidiaries for the period from May 13, 2013 through December 31, 2013, and (ii) interim
financial statements of Galaxy Brand Holdings, Inc. and its Subsidiaries dated the end of the most recent Fiscal Quarter ended
at least forty-five (45) days prior to the Effective Date for which such financial statements are available.


 


(c)        Prior
to or contemporaneously with the initial funding of the Loan, the Borrower shall consummate the Effective Date Acquisition substantially
in accordance with the terms and conditions set forth in the Merger Agreement, without any amendment, modification or waiver of
any of the terms or conditions thereof that would be materially adverse to the Agent and the Lenders without the consent of the
GSO Entities (such consent not to be unreasonably withheld).


 


(d)        All
accrued fees and expenses of the Agent and the Arranger (including the reasonable and documented fees and expenses of counsel (including
any local counsel) for the Agent and the Arranger) invoiced at least one (1) Business Day prior to the Effective Date shall have
been paid.


 


(e)        The
Agent and the Lenders shall have received all documentation and other information required by regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT
Act.


 


(f)        The
GSO Entities shall have received payoff letters with respect to the existing indebtedness of the Loan Parties under the Second
Lien Facility (as defined in the Existing Credit Agreement), in each case satisfactory in form and substance to the GSO Entities
evidencing that the all obligations thereunder have been or concurrently with the Effective Date are being paid in full, and all
Liens securing obligations thereunder have been or concurrently with the Effective Date are being released.


 


(g)        Prior
to or contemporaneously with the initial funding of the Loan, (i) the Loan Parties shall have entered into, and received the proceeds
of, the First Lien Facility, (ii) the Agent shall have entered into the Intercreditor Agreement with the First Lien Agent and (iii)
the Agent shall have received duly executed copies of all First Lien Documents certified by a Responsible Officer of the Borrower
as being true, complete and correct.


 




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(h)        Each
of the Merger Representations and the Specified Representations shall be true and correct in all material respects, except that
any Merger Representations or Specified Representations subject to “materiality”, “Material Adverse Effect”
or similar materiality qualifiers shall be true and correct in all respects.


 


(i)        Since
the date of the Merger Agreement, no change, state of facts, circumstance, occurrence, development, event or effect that, individually
or in the aggregate, has had or would reasonably be expected to have a “Galaxy Material Adverse Effect” (as defined
in the Merger Agreement, without giving effect to any amendment or modification of such definition after the date of the Merger
Agreement unless approved by the GSO Entities in their reasonable discretion) shall have occurred.


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES


 


To induce the Credit Parties to enter into this Agreement and
to make Loan hereunder, each Loan Party represents and warrants to the Agent and the other Credit Parties that (it being understood
and agreed that only the Specified Representations shall be made on the Effective Date):


 


5.01       Existence,
Qualification and Power. Each Loan Party and each of their Subsidiaries
(a) is a corporation, limited liability company, partnership or limited partnership, duly incorporated, organized or formed, validly
existing and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation, organization or formation,
(b) has all requisite power and authority and all requisite governmental licenses, permits, authorizations, consents and approvals
to (i) own or lease its assets and carry on its business and (ii) other than with respect to Subsidiaries that are not Loan Parties,
execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is
licensed and, where applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (c),
to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. Schedule 5.01 annexed
hereto sets forth, as of the Effective Date, each Loan Party’s name as it appears in official filings in its state of incorporation
or organization, its state of incorporation or organization, organization type, organization number, if any, issued by its state
of incorporation or organization, and its federal employer identification number.


 






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5.02       Authorization;
No Contravention. The execution, delivery and performance by each Loan
Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or
other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents;
(b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment
to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person
or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any
Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any
applicable Law, except in the case of clauses (b)(ii) and (d), to the extent that such conflict or violation would not reasonably
be expected to result in a Material Adverse Effect.


 


5.03       Governmental
Authorization; Other Consents. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement
or any other Loan Document, except for (a) the perfection or maintenance of the Liens created under the Security Documents (including
the second priority nature thereof) or (b) such as have been obtained or made and are in full force and effect.


 


5.04       Binding
Effect. This Agreement has been, and each other Loan Document,
when delivered, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes,
and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable
against each Loan Party that is party thereto in accordance with its terms, subject to (i) 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, and (ii) the need for filings and registrations necessary
to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Credit Parties.


 


5.05       Financial
Statements; No Material Adverse Effect. 


 


(a)        The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as
of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all Material Indebtedness and
other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for
taxes, material commitments and Indebtedness.


 


(b)        The
unaudited Consolidated balance sheet of the Borrower and its Subsidiaries (other than the Subsidiaries acquired pursuant to the
Effective Date Acquisition) dated June 30, 2014, and the related Consolidated statements of income or operations, Shareholders’
Equity and cash flows for the Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition
of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject,
in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.


 




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(c)        Since
the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate,
that has had or could reasonably be expected to have a Material Adverse Effect.


 


(d)        To
the best knowledge of the Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements
that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial
information delivered or to be delivered to the Agent or the Lenders, (ii) of covenant compliance calculations provided hereunder
or (iv) of the assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries on a Consolidated
basis.


 


(e)        The
Consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant
to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable
in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan
Parties’ best estimate of its future financial performance, it being recognized by the Lenders that projections as to future
events are not to be viewed as facts and that actual results during the period or periods covered by the projections may differ
from the projected results included in such projections.


 


5.06       Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent
investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against
any Loan Party or any of its Subsidiaries or against any of its properties or revenues that (a) purport to affect or pertain to
this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the
aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.


 


5.07       No
Default. No Loan Party or any Subsidiary is in default under or with
respect to, any Material Contract or any Material Indebtedness. As of the Effective Date, no Default or Event of Default has occurred
and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.


 


5.08       Ownership
of Property; Liens.


 


(a)        Each
of the Loan Parties has good marketable title in fee simple to or valid leasehold interests or use rights in, all Real Estate necessary
in the ordinary conduct of its business, except for (i) Permitted Encumbrances, and (ii) such defects in, or failures to have,
title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Loan
Parties and each of their Subsidiaries has good and marketable title to, or valid licenses to use, all personal property and assets
material to the ordinary conduct of its business except for such defects in, or failures to have, title as could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 




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(b)        Schedule
5.08(b)(1) sets forth the address (including street address, county and state) of all Real Estate (excluding Leases, easements,
rights of way and similar rights) that is owned by the Loan Parties, together with a list of the holders of any mortgage or other
Lien thereon as of the Effective Date. Schedule 5.08(b)(2) sets forth the address (including street address, county and state)
of all material Leases of the Loan Parties, together with the name of each lessor and its contact information with respect to each
such Lease as of the Effective Date. Each of such Leases is in full force and effect and the Loan Parties are not in default of
any material term thereof.


 


5.09       Environmental
Compliance.


 


(a)        No
Loan Party (i) 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, (ii) has become subject to any Environmental Liability, (iii) has received notice
of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in
each case (i) to (iv), as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)        Except
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) none of the properties
currently owned or operated by any Loan Party is listed or, to the knowledge of the Loan Parties proposed for listing, on the NPL
or on the CERCLIS; (ii) to the knowledge of the Loan Parties, there are no underground or above-ground storage tanks or any surface
impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being treated, stored or disposed on any property
currently owned or operated by any Loan Party; (iii) there is no asbestos or asbestos-containing material on any property currently
owned or operated by any Loan Party; and (iv) Hazardous Materials have not been released, discharged or disposed of on any property
currently owned or operated by any Loan Party in violation of any Environmental Law.


 


(c)        No
Loan Party is undertaking, either individually or together with other potentially responsible parties, any investigation or assessment
or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any
site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any
Environmental Law, except, in each case, as could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect; and to the knowledge of the Loan Parties, all Hazardous Materials generated, used, treated, handled or stored at,
or transported to or from, any property currently owned or operated by any Loan Party have been disposed of in a manner not reasonably
expected to have a Material Adverse Effect.


 


5.10       Insurance.
The properties of the Loan Parties are insured with financially sound and reputable insurance companies which are not
Affiliates of the Loan Parties, in such, with such deductibles and covering such risks (including, without limitation,
workmen’s compensation, public liability, business interruption, property damage and directors and officers liability
insurance) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities
where the Loan Parties operates. Schedule 5.10 sets forth a description of all insurance maintained by or on behalf of the
Loan Parties as of the Effective Date. As of the Effective Date, each insurance policy listed on Schedule 5.10 is in full
force and effect and all premiums in respect thereof that are due and payable have been paid.


 






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5.11       Taxes.
The Loan Parties and each of their Subsidiaries (a) have filed all United States federal, state and other material tax returns
and reports required to be filed, and (b) have paid all United States federal, state and other material taxes, assessments, fees
and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except
those (i) which are being contested in good faith by appropriate proceedings being diligently conducted, for which adequate reserves
have been provided in accordance with GAAP or (ii) as could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect. There is no proposed tax assessment against any Loan Party that would, if made, have a Material Adverse
Effect. No Loan Party or any Subsidiary thereof is a party to any tax sharing agreement.


 


5.12       ERISA
Compliance.


 


(a)        Each
Pension Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other U.S. federal
or state laws, except where any failure could not reasonably be expected to have a Material Adverse Effect. Each Pension Plan that
is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal
Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto
has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an
application for such a letter is currently being processed by the Internal Revenue Service. To the knowledge of the Borrower, nothing
has occurred that would prevent or cause the loss of such tax-qualified status.


 


(b)        There
are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no non-exempt prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be
expected to result in a Material Adverse Effect.


 


(c)        (i)
No ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that
could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and
each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no
waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) neither the Borrower
nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium
payments which have become due that are unpaid; (iv) neither the Borrower nor any ERISA Affiliate has engaged in a transaction
that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator
thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC
to institute proceedings under Title IV of ERISA to terminate any Pension Plan, except, in each of clauses (i) through (v), as
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 




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5.13       Subsidiaries;
Equity Interests. As of the Effective Date, the Loan Parties
have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal
name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding
Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party
in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security
Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority
over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights
to purchase any Equity Interests in any Subsidiary. As of the Effective Date, the Loan Parties have no equity investments in any
other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity
Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified
on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted
Encumbrances having priority over the Liens of the Credit Parties under applicable Laws. The copies of the Organization Documents
of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document,
each of which is valid and in full force and effect.


 


5.14       Margin
Regulations; Investment Company Act. 


 


(a)        No
Loan Party is engaged or will be engaged, principally or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying
margin stock. None of the proceeds of the Loan shall be used directly or indirectly for the purpose of purchasing or carrying any
margin stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any margin
stock or for any other purpose that might cause any of the Loan to be considered a “purpose credit” within the meaning
of Regulations T, U, or X issued by the FRB.


 


(b)        None
of the Loan Parties, any Person Controlling any Loan Party, or any Subsidiary is or is required to be registered as an “investment
company” under the Investment Company Act of 1940.


 




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5.15       Disclosure.
Each Loan Party and each of their Subsidiaries has disclosed to the Agent and the Lenders all agreements, instruments and corporate
or other restrictions to which it is subject, and all other matters known to it, that, in each case, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect. As of the Effective Date, no report, financial statement,
certificate or other information relating to the Borrower or any of its Subsidiaries (other than any information of a general
economic or industry specific nature and third party consultants reports) furnished by or on behalf of any Loan Party to the Agent
or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder
or under any other Loan Document (in each case, as modified or supplemented by other information so furnished prior to the execution
hereof or thereof) when 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, after giving effect to any supplements
thereto, not materially misleading; provided that, with respect to projected financial information, the Loan Parties represent
only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


5.16       Compliance
with Laws. Each of the Loan Parties and each of their
Subsidiaries is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and
decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction
or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith,
either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


5.17       Intellectual
Property; Licenses, Etc.. The Loan Parties and each of their Subsidiaries own, or are licensed to use, all Material Intellectual
Property, and the use thereof by the Loan Parties or their Subsidiaries does not infringe upon the rights of any other Person.
All items of Material Intellectual Property as of the Effective Date are: (a) subsisting and have not been adjudged invalid or
unenforceable, in whole or part; and (b) to the knowledge of the Loan Parties, valid, in full force and effect and not in known
conflict with the rights of any Person. The Loan Parties have made all filings and recordations necessary in the exercise of reasonable
and prudent business judgment to protect their interests in the Material Intellectual Property in the United States Patent and
Trademark Office, and the United States Copyright Office, as appropriate, including, the performance of all acts and the payment
of all required fees and taxes to maintain each and every item of Material Intellectual Property in full force and effect. As
of the Effective Date, no litigation is pending or, to the knowledge of any Loan Party, threatened which contains allegations
respecting the validity, enforceability, infringement or ownership of any of the Material Intellectual Property. No Loan Party
is in breach of or default under the provisions of any of the Material Licenses, nor is there any event, fact, condition or circumstance
which, with notice or passage of time or both, would constitute or result in a conflict, breach, default or event of default under,
any of the foregoing which reasonably could be expected to result in, either individually or in the aggregate, a Material Adverse
Effect.


 


5.18       Reserved.


 




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5.19       Security
Documents. The Security Agreement creates in favor of
the Agent, for the benefit of the Credit Parties, a valid and enforceable security interest in the Collateral (as defined in the
Security Agreement), the enforceability of which is 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. The UCC financing statements and other filings delivered by the Loan Parties on the Effective
Date are in appropriate form for filing in the applicable offices. Upon such filings and/or the obtaining of “control”
(as such term is defined in the UCC) to the extent required by the Loan Documents (and, in the case of Intellectual Property that
is issued by, or registered or applied for in, the United States Copyright Office and constituting Collateral, the filing and
recordation of the Copyright Security Agreement with the United States Copyright Office), the Agent will have a perfected Lien
on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may
be perfected in the United States by filing, recording or registering a financing statement or analogous document (including without
limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) (it being understood
that subsequent recordings in the United States Copyright Office may be necessary to perfect a Lien on registered Copyrights acquired
by the Loan Parties after the date hereof).


 


5.20       Solvency.
After giving effect to the transactions contemplated by this Agreement, the Loan Parties, on a Consolidated basis, are Solvent.
No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan
Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder,
delay, or defraud either present or future creditors of any Loan Party.


 


5.21       Deposit
Accounts. Annexed hereto as Schedule 5.21 is a list of
all Deposit Accounts maintained by the Loan Parties as of the Effective Date, which Schedule includes, with respect to each Deposit
Account (i) the name and address of the depository; (ii) the account number(s) maintained with such depository; (iii) a contact
person at such depository, and (iv) the identification of each Blocked Account Bank.


 


5.22       Brokers.
No broker or finder brought about the obtaining, making or closing of the Loan or transactions contemplated by the Loan Documents,
and no Loan Party or Affiliate thereof has any obligation to any Person in respect of any finder’s or brokerage fees in
connection therewith.


 


5.23       Material
Contracts. Schedule 5.23 sets forth all Material Contracts
(other than Material Licenses set forth on Schedule 5.17) to which any Loan Party is a party or is bound as of the Effective Date.
The Loan Parties have delivered true, correct and complete copies of such Material Contracts to the Agent on or before the Effective
Date. The Loan Parties are not in breach or in default in any material respect of or under any Material Contract and have not
received any notice of default under, or of the intention of any other party thereto to terminate, any Material Contract.


 


5.24       OFAC.
Neither any Loan Party nor any of its Subsidiaries or Controlled Affiliates, nor, to the knowledge of the Borrower, any of the
respective directors, officers, brokers, employees or agents of such Loan Party, Subsidiary or Controlled Affiliate is a Sanctioned
Person. No part of the proceeds of the Loan hereunder will be used directly or indirectly to fund any operations in, finance any
investments or activities in or make any payments to a Sanctioned Person or a Sanctioned Country or for any payments to any governmental
official or employee, political party, official of a political party, candidate for political office, or anyone else acting in
an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended and in effect from time to time.


 




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ARTICLE VI

AFFIRMATIVE COVENANTS


 


So long as any Loan or other Obligation hereunder shall remain
unpaid or unsatisfied (other than contingent indemnification claims for which a claim has not been asserted), the Loan Parties
shall and shall cause their Subsidiaries to:


 


6.01       Financial
Statements. Deliver to the Agent, in form and detail satisfactory
to the GSO Entities:


 


(a)        as
soon as available, but in any event within 90 days after the end of each Fiscal Year of the Borrower (commencing with the fiscal
year ended December 31, 2014), a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year,
and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Year,
setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared
in accordance with GAAP, audited and accompanied by a report and unqualified opinion of a Registered Public Accounting Firm of
nationally recognized standing reasonably acceptable to the GSO Entities, which report and opinion shall be prepared in accordance
with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or
exception or any qualification or exception as to the scope of such audit;


 


(b)        as
soon as available, but in any event within 45 days after the end of each Fiscal Quarters of each Fiscal Year of the Borrower (commencing
with the Fiscal Quarter ended (x) June 30, 2014 with respect to the Borrower and its Subsidiaries other than those Subsidiaries
acquired pursuant to the Effective Date Acquisition and (y) September 30, 2014 with respect to the Borrower and its Subsidiaries
after giving effect to the Effective Date Acquisition), a Consolidated balance sheet of the Borrower and its Subsidiaries as at
the end of such Fiscal Quarter, and the related consolidated statements of income or operations, Shareholders’ Equity and
cash flows for such Fiscal Quarter and for the portion of the Borrower’s Fiscal Year then ended, setting forth in each case
in comparative form the figures for (A) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof,
(B) the corresponding Fiscal Quarter of the previous Fiscal Year and (C) the corresponding portion of the previous Fiscal Year,
all in reasonable detail, certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results
of operations, Shareholders’ Equity and cash flows of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter
in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;


 


(c)        solely
to the extent prepared by the Borrower in the ordinary course of business, then as soon as available, a consolidated balance sheet
of the Borrower and its Subsidiaries as at the end of each Fiscal Month of each Fiscal Year of the Borrower, and the related consolidated
statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Month, certified by a Responsible
Officer of the Borrower as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash
flows of the Borrower and its Subsidiaries as of the end of such Fiscal Month in accordance with GAAP, subject only to normal year-end
audit adjustments and the absence of footnotes;


 




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(d)        as
soon as available, but in any event at least 30 days before the end of each Fiscal Year of the Borrower, forecasts prepared by
management of the Borrower, representing the Borrower’s good faith estimate of future financial performance and based on
assumptions believed by the Borrower to be fair and reasonable in light of current market conditions and consistent with historical
practices and otherwise in form and based upon assumptions reasonably satisfactory to the GSO Entities, of the consolidated balance
sheets and statements of income or operations and cash flows, and projections of royalty revenues, of the Borrower and its Subsidiaries
on a quarterly (or, solely to the extent prepared by the Borrower in the ordinary course of business, monthly) basis for the immediately
following Fiscal Year (including the Fiscal Year in which the Maturity Date occurs), and as soon as available, any significant
revisions to such forecast with respect to such Fiscal Year.


 


6.02       Certificates;
Other Information. Deliver to the Agent, in form and detail
satisfactory to the GSO Entities:


 


(a)        concurrently
with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its Registered Public Accounting
Firm certifying such financial statements and stating that in making the examination necessary for their certification of such
financial statements, such Registered Public Accounting Firm has not obtained any knowledge of the existence of any Default or
Event of Default under Section 7.15 hereof or, if any such Default or Event of Default shall exist, stating the nature and
status of such event;


 


(b)        concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing
with the delivery of the financial statements for the Fiscal Year ended December 31, 2014), (i) a duly completed Compliance
Certificate signed by a Responsible Officer of the Borrower, and in the event of any change in generally accepted accounting principles
used in the preparation of such financial statements, the Borrower shall also provide a statement of reconciliation conforming
such financial statements to GAAP and (ii) a copy of management’s discussion and analysis with respect to such financial
statements;


 


(c)        concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b),
financial statements with respect to any Excluded Subsidiaries of the Loan Parties;


 


(d)        promptly
upon receipt, 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 Borrower by its Registered Public Accounting Firm in connection with the
accounts or books of the Loan Parties, or any audit of any of them, including, without limitation, specifying any Internal Control
Event;


 


(e)        promptly
after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent
to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements
which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934
or with any national securities exchange;


 




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(f)        as
soon as available, but in any event within 15 days after the end of each Fiscal Quarters of each Fiscal Year of the Borrower (commencing
with the Fiscal Quarter ended June 30, 2014), an updated report of the royalty revenue summary by brand and related licensing detail
with respect to the Material Licenses of the Loan Parties and any Subsidiary, as prepared on a trailing twelve month basis and
including comparisons to the projected royalty revenue of the Loan Parties delivered as part of the projections set forth in Section
6.01(d) above;


 


(g)        prior
to the consummation of any Permitted Acquisition, the Borrower shall provide the Agent with an updated calculation of the Loan
to Value Ratio covenant as set forth in Section 7.15(b) hereof and Section 7.15(b) of the First Lien Credit Agreement;


 


(h)        as
soon as available, but in any event within 15 days after the end of each Fiscal Year of the Borrower, a report summarizing the
insurance coverage (specifying type, amount and carrier) in effect for the Loan Parties and containing such additional information
as the Agent, or any Lender through the Agent, may reasonably specify;


 


(i)        promptly
after the Agent’s, or any Lender’s through the Agent, request therefor, copies of all Material Contracts and documents
evidencing Material Indebtedness;


 


(j)        promptly,
and in any event within five Business Days after receipt thereof by the Borrower, copies of each notice or other correspondence
received from any Governmental Authority (including, without limitation, the SEC (or comparable agency in any applicable non-U.S.
jurisdiction)) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental
Authority regarding financial or other operational results of any Loan Party or any other matter which, if adversely determined,
could reasonably expected to have a Material Adverse Effect;


 


(k)        promptly,
any material amendments, modifications or waivers with respect to any Material Contract or Material License;


 


(l)        promptly,
any Material License entered into by a Loan Party or its Subsidiary; and


 


(m)        promptly,
such additional information regarding the business affairs, financial condition or operations of any Loan Party, or compliance
with the terms of the Loan Documents, as the Agent or any Lender may from time to time reasonably request.


 




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Documents required to be delivered pursuant to Section 6.01(a)
or (b), or Section 6.02 (to the extent any such documents are included in materials otherwise filed with the SEC) may be
delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts
such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule
10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to
which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided
that: (i) the Borrower shall deliver paper copies of such documents to the Agent or any Lender that requests the Borrower to deliver
such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (ii) the Borrower
shall notify the Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Agent by electronic
mail electronic versions (i.e., soft copies) of such documents. The Agent shall have no obligation to request the delivery
or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by
the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it
or maintaining its copies of such documents.


 


6.03       Notices.
Promptly notify the Agent:


 


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


 


(b)        of
any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect,


 


(c)        of
any breach or non-performance of, or any default under, a Material Contract or with respect to Material Indebtedness of any Loan
Party that has resulted or could reasonably be expected to result in a Material Adverse Effect;


 


(d)        of
any dispute, litigation, investigation, proceeding or suspension between any Loan Party and any Governmental Authority, or the
commencement of, or any material development in, any litigation or proceeding affecting any Loan, including pursuant to any applicable
Environmental Laws, in each case that has resulted or could reasonably be expected to result in a Material Adverse Effect;


 


(e)        of
the occurrence of any ERISA Event that has resulted or could reasonably be expected to result in a Material Adverse Effect;


 


(f)        of
any change in the Borrower’s senior executive officers;


 


(g)        of
the discharge by the Borrower of its present Registered Public Accounting Firm or any withdrawal or resignation by such Registered
Public Accounting Firm;


 


(h)        of
the filing of any Lien for unpaid Taxes against any Loan Party that has resulted or could reasonably be expected to result in a
Material Adverse Effect;


 


(i)        of
the Borrower’s obtaining knowledge that any application or registration relating to any Material Intellectual Property (whether
now or hereafter existing) may become abandoned or dedicated, or of any material adverse determination or material development
(including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark
Office, the United States Copyright Office or any court) regarding Borrower’s ownership of any Material Intellectual Property;
and


 




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(j)        of
the failure to renew, or the cancelation of, any Material License.


 


Each notice pursuant to this Section shall be accompanied by
a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what
action the Borrower has taken and proposes to take with respect thereto.


 


Documents required to be delivered pursuant to this Section
6.03 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides
a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which
such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the
Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that the Borrower
shall notify the Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Agent by electronic
mail electronic versions (i.e., soft copies) of such documents.


 


6.04       Payment
of Obligations. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges
or levies upon it or its properties or assets, (b) all lawful claims (including, without limitation, claims of landlords, warehousemen,
customs brokers, freight forwarders, consolidators, and carriers) which, if unpaid, would by Law become a Lien upon its property
(other than Permitted Encumbrances); and (c) all Material Indebtedness, as and when due and payable, but subject to any subordination
provisions contained in any instrument or agreement evidencing such Indebtedness, except, in each case, where (i) the validity
or amount thereof is being contested in good faith by appropriate proceedings and such Loan Party has set aside on its books adequate
reserves with respect thereto in accordance with GAAP, or (ii) the failure to make payment pending such contest could not reasonably
be expected to result in a Material Adverse Effect.


 


6.05       Preservation
of Existence, Etc.. (a) Preserve, renew and maintain
in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization or formation
except in a transaction permitted by Section 7.04 or 7.05; and (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent
that failure to do so could not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, no provision
herein or in any other Loan Document shall be deemed to restrict the dissolution of William Rast Europe Holdings, LLC or any Immaterial
Subsidiary, and such dissolution is expressly permitted.


 


6.06       Maintenance
of Properties; Material Intellectual Property


 


(a)        (i)
Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good
working order and condition, ordinary wear and tear, casualty and condemnation excepted; and (ii) make all necessary repairs thereto
and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse
Effect.


 




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(b)        (i)
Maintain all Material Intellectual Property in order that such Material Intellectual Property will be (A) subsisting and not adjudged
invalid or unenforceable, in whole or part and (B) valid, in full force and effect and not in known conflict with the rights of
any Person; (ii) make all filings and recordations necessary in the exercise of reasonable and prudent business judgment to protect
such Loan Party’s interest in the Material Intellectual Property in the United States Patent and Trademark Office and the
United States Copyright Office; (iii) perform all acts and pay all required fees and taxes to maintain each and every item of the
Material Intellectual Property in full force and effect; and (iv) use commercially reasonable efforts to enforce all material provisions
relating to quality assurance of products and services set forth in any Material License. For clarity, if any Loan Party determines,
in its reasonable judgment, that any items of Intellectual Property which do not constitute Material Intellectual Property is no
longer used or useful or of material value, such Loan Party may abandon, cancel or cease to protect such non- Material Intellectual
Property.


 


6.07       Maintenance
of Insurance. (a) Maintain with financially sound and
reputable insurance companies reasonably acceptable to the GSO Entities and not Affiliates of the Loan Parties, insurance with
respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the
same or similar business and operating in the same or similar locations or as is required by Law, of such types and in such amounts
as are customarily carried under similar circumstances by such other Persons and as are reasonably acceptable to the GSO Entities.


 


(b)        Cause
each such policy referred to in clause (a) above (i) to be endorsed to name the Agent as an additional insured or a loss payee,
as applicable, in a form reasonably satisfactory to the GSO Entities, and (ii) to provide that it shall not be canceled, modified
or not renewed (x) by reason of nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof
by the insurer to the Agent (giving the Agent the right to cure defaults in the payment of premiums) or (y) for any other reason
except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Agent.


 


(c)        Deliver
to the Agent, prior to the cancellation, modification or non-renewal of any such policy of insurance, a copy of a renewal or replacement
policy (or other evidence of renewal of a policy previously delivered to the Agent, including an insurance binder) together with
evidence satisfactory to the GSO Entities of payment of the premium therefor.


 


(d)        None
of the Credit Parties, or their agents or employees shall be liable for any loss or damage insured by the insurance policies required
to be maintained under this Section 6.07. Each Loan Party shall look solely to its insurance companies or any other parties
other than the Credit Parties for the recovery of such loss or damage and such insurance companies shall have no rights of subrogation
against any Credit Party or its agents or employees. If, however, the insurance policies do not provide waiver of subrogation rights
against such parties, as required above, then the Loan Parties hereby agree, to the extent permitted by law, to waive their right
of recovery, if any, against the Credit Parties and their agents and employees. The designation of any form, type or amount of
insurance coverage by any Credit Party under this Section 6.07 shall in no event be deemed a representation, warranty or
advice by such Credit Party that such insurance is adequate for the purposes of the business of the Loan Parties or the protection
of their properties.


 




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6.08       Compliance
with Laws. Comply in all material respects with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances
in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted and with respect to which adequate reserves have been set aside and maintained by the Loan Parties in accordance
with GAAP; (b) such contest effectively suspends enforcement of the contested Laws, and (c) the failure to comply therewith could
not reasonably be expected to have a Material Adverse Effect.


 


6.09       Books
and Records; Accountants.


 


(a)        Maintain
proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall
be made of all financial transactions and matters involving the assets and business of the Loan Parties.


 


(b)        At
all times retain Grant Thornton LLP, any other Registered Public Accounting Firm of nationally recognized standing, or another
Registered Public Accounting Firm which is reasonably satisfactory to the GSO Entities, and, subject to the limitation set forth
in Section 6.10 below, instruct such Registered Public Accounting Firm to cooperate with, and be available to, the Lenders
or their representatives to discuss the Loan Parties’ financial performance, financial condition, operating results, controls,
and such other matters, within the scope of the retention of such Registered Public Accounting Firm, as may be raised by the GSO
Entities.


 


6.10       Inspection
Rights; Appraisals of Intellectual Property.


 


(a)        Permit
representatives and independent contractors, including consultants, of the Agent to visit and inspect, under guidance of officers
of the Borrower, any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss its affairs, finances and accounts with its officers, and Registered Public Accounting Firm, all at the
expense of the Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired
(but absent the existence of a Default or Event of Default, the Borrower shall not be required to pay for more than two such visits
and inspections in any calendar year) upon reasonable advance notice to the Borrower; provided, however, that the
Borrower shall not be required to pay for any such visit and inspection to the extent the First Lien Agent had such an inspection
done pursuant to the terms of the First Lien Documents and the results of such inspection were provided to the Agent; provided,
further, however, that when a Default or an Event of Default exists the Agent (or any of its representatives or independent
contractors) may do any of the foregoing at the expense of the Loan Parties as often as it deems appropriate and at any time during
normal business hours and without advance notice.


 




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(b)        Upon
the request of the Agent after reasonable prior notice, permit the Agent or professionals (including appraisers) retained by the
Agent to conduct (x) up to one (1) appraisal of the trade names and brands and other Intellectual Property of the Loan Parties
in each calendar year at the Loan Parties’ expense and (y) up to one (1) additional appraisal of the trade names and brands
and other Intellectual Property of the Loan Parties in each calendar year at the Lenders’ expense; provided, however,
that the Borrower shall not be required to pay for any such appraisal to the extent the First Lien Agent had such an appraisal
done pursuant to the terms of the First Lien Documents and the results of such appraisal were provided to the Agent.


 


6.11       Additional
Loan Parties. Notify the Agent at the time that any Person
becomes a domestic Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period
as may be agreed to by the GSO Entities in its reasonable discretion), cause any such Person (a) which does not qualify as a Non-Guarantor
Subsidiary to (i) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the
Facility Guaranty or such other documents as the GSO Entities shall deem appropriate for such purpose, (ii) grant a Lien to the
Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for
the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Agent documents
of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and opinions of counsel to such Person (which shall
cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause
(a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary or any Subsidiary acquired
in connection with the Identified Transaction) are owned by or on behalf of any Loan Party, to pledge such Equity Interests and
promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary
to be pledged shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting
Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being
understood that in no event shall the Borrower be required to take any action outside of the United States in order to create
or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements,
deeds, filings or searches will be required). In no event shall compliance with this Section 6.11 waive or be deemed a
waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not
otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval
of such Person as a Borrower.


 


6.12       Cash
Management.


 


(a)        On
or prior to the day which is ninety (90) days following the Effective Date (or such longer period as may be agreed to by the First
Lien Agent in their reasonable discretion), cause all Deposit Accounts that are concentration and controlled disbursement accounts
of the Loan Parties to be maintained with Bank of America pursuant to such documentation as the Agent or any Lender may reasonably
request, including, without limitation, a Blocked Account Agreement satisfactory in form and substance to the GSO Entities with
respect to each such Deposit Account (collectively, the “Blocked Accounts”); provided that, so long as no Cash
Control Event has occurred and is continuing, the Borrower shall be permitted to maintain up to $1,000,000 in the aggregate
in any disbursement accounts which are not held by Bank of America (such account(s), the “Excluded Accounts”);
it being understood that no Blocked Account Control Agreements or other control agreements shall be required in respect of the
Excluded Accounts, provided that the aggregate amount on deposit in the Excluded Accounts does not exceed the amounts set
forth above.


 




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(b)        After
the occurrence and during the continuance of a Cash Control Event, cause the ACH or wire transfer to the collection account maintained
by the First Lien Agent (or after Discharge of the First Lien Obligations (as defined in the First Lien Intercreditor Agreement)
the Agent) at Bank of America (the “Collection Account”), no less frequently than daily, all cash receipts and
collections received by each Loan Party from all sources, whether or not constituting Collateral, including, without limitation,
the then entire ledger balance of each Blocked Account, Excluded Account or any other Deposit Account of the Loan Parties (in each
case, net of any minimum balance, not to exceed $2,500.00 per account, as may be required to be kept in the subject Blocked Account
or other Deposit Account by the applicable Blocked Account Bank or depository).


 


(c)        The
Collection Account shall at all times be under the sole dominion and control of the First Lien Agent (or after Discharge of the
First Lien Obligations (as defined in the First Lien Intercreditor Agreement) the Agent). The Loan Parties hereby acknowledge and
agree that (i) the Loan Parties have no right of withdrawal from the Collection Account, (ii) the funds on deposit in the Collection
Account shall at all times be collateral security for all of the Obligations and (iii) during the continuance of a Cash Control
Event, the funds on deposit in the Collection Account shall be applied to the repayment of the Obligations as provided in this
Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise
has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such
Loan Party for the First Lien Agent (or after Discharge of the First Lien Obligations (as defined in the First Lien Intercreditor
Agreement), shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party
and shall, not later than the Business Day after receipt thereof, be deposited into the Collection Account or dealt with in such
other fashion as such Loan Party may be instructed by the First Lien Agent (or after Discharge of the First Lien Obligations (as
defined in the First Lien Intercreditor Agreement) the Agent).


 


(d)        Without
limiting the provisions of this Section 6.12, during the continuance of a Cash Control Event, the Borrower shall maintain
a minimum cash balance at all times of not less than $5,000,000 in a Blocked Account. Such amounts shall be used solely for such
purposes as the (or after Discharge of the First Lien Obligations (as defined in the First Lien Intercreditor Agreement) the Agent)
may agree in connection with the realization on the Collateral.


 


(e)        Upon
the request of the Agent (at the direction of the Required Lenders), cause bank statements and/or other reports to be delivered
to the Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the
proper transfer of funds as set forth above.


 




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6.13       Information
Regarding the Collateral. Furnish to the Agent at least
thirty (30) days prior written notice of any change in: (i) any Loan Party’s; (ii) the location of any Loan Party’s
chief executive office, its principal place of business or any office in which it maintains books or records relating to Collateral
owned by it; (iii) any Loan Party’s organizational structure or jurisdiction of incorporation or formation; or (iv) any
Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state
of organization. The Loan Parties shall not effect or permit any change referred to in the preceding sentence unless all filings
have been made or are made substantially concurrently therewith under the UCC or otherwise that are required in order for the
Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in
all the Collateral for its own benefit and the benefit of the other Credit Parties.


 


6.14       Environmental
Laws. Except in each case, where the failure to do so
would not, individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (a) conduct its operations
and keep and maintain its Real Estate in material compliance with all Environmental Laws; (b) obtain and renew all material environmental
permits necessary for its operations and properties; and (c) implement any and all investigation, remediation, removal and response
actions that are appropriate or necessary to maintain the value and marketability of the Real Estate or to otherwise comply with
Environmental Laws pertaining to the presence, generation, treatment, storage, use, disposal, transportation or release of any
Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate, provided, however, that neither a Loan
Party nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent
that its obligation to do so is being contested in good faith and by proper proceedings and adequate reserves have been set aside
and are being maintained by the Loan Parties with respect to such circumstances in accordance with GAAP.


 


6.15       Further
Assurances.


 


(a)        Execute
any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the
filing and recording of financing statements and other documents), that may be required under any Law, or which the Agent or the
Arranger may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect
or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien,
all at the expense of the Loan Parties (subject to the rights of the Loan Parties to dispose of the Collateral to the extent permitted
herein). The Loan Parties also agree to provide to the Agent or the Arranger, from time to time upon request, evidence satisfactory
to the Agent or the Arranger, as applicable, as to the perfection and priority of the Liens created or intended to be created by
the Security Documents.


 




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(b)        If
any material assets of the type included in the Collateral as of the Effective Date (excluding for the avoidance of doubt, any
Real Estate or any other Excluded Property) are acquired by any Loan Party after the Effective Date (other than assets constituting
Collateral under the Security Documents that become subject to the perfected first-priority Lien under the Security Documents upon
acquisition thereof and other than, for the avoidance of doubt, any Equity Interests of any Excluded Subsidiary or Equity Interests
of CFC in excess of the amount required to be pledged pursuant to Section 6.11), notify the Agent thereof, and the Loan
Parties will cause such assets to be subjected to a Lien securing the Obligations and will take such actions as shall be necessary
or shall be requested by the Agent or the Arranger to grant and perfect such Liens, including actions described in paragraph (a)
of this Section 6.15, all at the expense of the Loan Parties (it being understood that in no event shall any Loan Party
be required to take any action to create or perfect any security interest in any collateral outside of the United States and no
foreign law security or pledge agreements, foreign law mortgages or deeds or foreign intellectual property filings or searches
shall be required). In no event shall compliance with this Section 6.15(b) waive or be deemed a waiver or Consent to any
transaction giving rise to the need to comply with this Section 6.15(b) if such transaction was not otherwise expressly
permitted by this Agreement.


 


6.16       Material
Contracts. (a) Perform and observe all the terms and provisions
of each Material License and each other Material Contract to be performed or observed by it, (b) maintain each such Material License
and each other Material Contract in full force and effect except to the extent such Material License or other Material Contract
is no longer used or useful in the conduct of the business of the Loan Parties in the ordinary course of business, consistent
with past practices or unless such Material License is terminated and replaced with another Material License in the ordinary course
of business, (c) enforce each such Material License and each other Material Contract in accordance with its terms, and (d) cause
each of its Subsidiaries to do the foregoing, except, in each case, where the failure to do so, either individually or in the
aggregate, could not be reasonably likely to have a Material Adverse Effect.


 


6.17       Board
Packages.


 


Promptly upon request of the Arranger, the
Borrower shall provide to the Arranger copies of any reports or other written materials provided to the members of the Board of
Directors of the Borrower for discussion at regularly scheduled meetings of the Board of Directors of the Borrower, which shall
be held no less frequently than quarterly (in each case other than any portions of such reports or materials that contain confidential
information or are attorney-client privileged information or work product).


 


6.18       Post-Closing
Items.


 


(a)        Within
ninety (90) days of the Effective Date (or such longer period as may be agreed by the First Lien Agent in its reasonable discretion),
the Loan Parties shall cause to be obtained the Blocked Account Agreements required pursuant to Section 6.12 hereof.


 


(b)        Within
thirty (30) days of the Effective Date (or such longer period as may be agreed by the Agent and the Arranger in their reasonable
discretion), the Loan Parties shall cause to be delivered to the Agent all endorsements to the insurance policies in favor of the
Agent as are required under the Loan Documents.


 






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ARTICLE VII

NEGATIVE COVENANTS








 





So long as any Loan or other Obligation hereunder shall remain
unpaid or unsatisfied (other than contingent indemnification claims for which a claim has not been asserted), no Loan Party shall
nor shall it permit any of its Subsidiaries to:


 


7.01       Liens.
 Create, incur, assume or suffer to exist any Lien upon
any of its property, assets or revenues, whether now owned or hereafter acquired or sign or file or suffer to exist under the
UCC or any similar Law or statute of any jurisdiction a financing statement that names any Loan Party as debtor; sign or suffer
to exist any security agreement authorizing any Person thereunder to file such financing statement; sell any of its property or
assets subject to an understanding or agreement (contingent or otherwise) to repurchase such property or assets with recourse
to it; or assign or otherwise transfer any accounts or other rights to receive income, other than, as to all of the above, Permitted
Encumbrances.


 


7.02       Investments.
Make any Investments, except Permitted Investments.


 


7.03       Indebtedness;
Disqualified Stock; Equity Issuances.


 


(a)        Create,
incur, assume, guarantee, suffer to exist or otherwise become or remain liable with respect to, any Indebtedness, except Permitted
Indebtedness;


 


(b)        Issue
Disqualified Stock;


 


(c)        Issue
and sell any Equity Interests (other than Disqualified Stock) except for (i) with respect to the Borrower Qualified Stock so long
as no Change of Control would result therefrom; and (ii) with respect to any Subsidiary of the Borrower (A) stock splits, stock
dividends and additional issuances of Equity Interests which do not decrease the percentage ownership of the Borrower or any Subsidiary
of the Equity Interests of such Subsidiary, (B) Subsidiaries of the Borrower formed or acquired after the Effective Date may issue
Equity Interests to (A) the Borrower or the direct or indirect Subsidiary of the Borrower which is to own such Equity Interests
or (B) to any other Person with an ownership interest in such Subsidiary in each case in proportion to its ownership interest in
such Subsidiary, (C) Subsidiaries of the Borrower may issue (1) directors qualifying shares to the extent required by applicable
Laws and (2) shares to local nationals to the extent required by applicable Laws, (D) issuances in connection with the Transaction
and any Permitted Acquisition and (E) any Subsidiary of the Borrower may issue and sell Equity Interests in connection with any
Permitted Disposition. All Equity Interests issued to any Loan Party shall, to the extent required by any Security Document, be
pledged as Collateral pursuant to the applicable Security Document; or


 


(d)        Permit
any Excluded Subsidiary to create, incur, assume, guarantee, suffer to exist or otherwise become or remain liable with respect
to any Indebtedness, except Indebtedness of an Excluded Subsidiary with respect to the purchase price for any Permitted Acquisition.


 


7.04       Fundamental
Changes. Merge, dissolve, liquidate, consolidate with or into
another Person, (or agree to do any of the foregoing), except that, so long as no Default or Event of Default shall have occurred
and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:


 




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(a)        any
Subsidiary which is not a Loan Party (other than an Excluded Subsidiary) may merge with (i) a Loan Party, provided that
the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties,
provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be
the continuing or surviving Person;


 


(b)        any
Excluded Subsidiary may merge with any other Excluded Subsidiary;


 


(c)        any
Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that
in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person;


 


(d)        the
Loan Parties may consummate the transactions contemplated by the Merger Agreement; and


 


(e)        in
connection with a Permitted Acquisition, any Subsidiary (other than an Excluded Subsidiary) of a Loan Party may merge with or into
or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that
(i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party
in accordance with the provisions of Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party
is a party, such Loan Party is the surviving Person.


 


7.05       Dispositions.
Make any Disposition, except Permitted Dispositions.


 


7.06       Restricted
Payments. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:


 


(a)        each
Subsidiary of a Loan Party may make Restricted Payments to any Loan Party or to another Subsidiary of the Borrower which is the
immediate parent of the Subsidiary making such Restricted Payment;


 


(b)        the
Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock
or other common Equity Interests of such Person;


 


(c)        if
the Restricted Payments Conditions are satisfied, the Borrower may declare or pay cash dividends to its stockholders;


 


(d)        any
non-wholly-owned Subsidiary of the Borrower may make Restricted Payments (which may be in cash) to its shareholders, members or
partners generally, so long as the Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary making
such Restricted Payment receives at least its proportionate share thereof (based upon its relative holding of the Equity Interest
in the Subsidiary making such Restricted Payment and taking into account the relative preferences, if any, of the various classes
of Equity Interests of such Subsidiary);


 




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(e)        the
Borrower may acquire Equity Interests in connection with the exercise of stock options, warrants or other convertible or exchangeable
securities to the extent such Equity Interests represent a portion of the exercise price of those stock options, warrants or other
convertible or exchangeable securities by way of cashless exercise;


 


(f)        the
Borrower may redeem, repurchase or otherwise acquire for value, outstanding Equity Interests of the Borrower (or options or warrants
to purchase Equity Interests of the Borrower) following the death, disability or termination of employment of officers, directors
or employees of the Borrower or any of its Subsidiaries, provided that (x) the aggregate amount paid by the Borrower in cash in
respect of all such redemptions or purchases shall not exceed $11,500,000 in respect of all such redemptions, purchases and payments
in any twenty-four month period and (y) at the time of any cash Dividend, purchase or payment permitted to be made pursuant to
this Section 7.06(f), no Default or Event of Default shall then exist or result therefrom; and


 


(g)        the
Borrower may pay (x) all costs, fees and expenses in connection with (i) the Transactions in an amount not to exceed $8,625,000
in the aggregate and (ii) any Permitted Acquisition after the Effective Date, in an amount not to exceed $5,750,000 in the aggregate
for each Fiscal Year and (y) management fees to the extent permitted pursuant to Section 7.09(g) hereof.


 


7.07       Prepayments
of Indebtedness. Prepay, redeem, purchase, defease or
otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness for borrowed money, except (a) as long
as no Default or Event of Default then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances
of Permitted Indebtedness (other than the First Lien Facility), (ii) regularly scheduled payments and mandatory prepayments under
the First Lien Credit Agreement, and so long as no Default or Event of Default then exists, prepayment and other repurchases,
redemptions or defeasances under the First Lien Facility and any Permitted Refinancing thereof, in each case not in violation
of the First Lien Intercreditor Agreement, (b) the purchase, redemption, defeasance or other acquisition or retirement of any
Indebtedness of the Borrower or any Subsidiary or of any Equity Interests of the Borrower or any Subsidiary in exchange for, or
out of the net cash proceeds of a contribution to the common equity of the Borrower or any Subsidiary, or a substantially concurrent
sale of, Equity Interests (other than Disqualified Stock) of the Borrower or any Subsidiary and (c) the purchase, redemption,
defeasance or other acquisition or retirement of Indebtedness with the net cash proceeds from an incurrence of any Permitted Refinancing
thereof.


 


7.08       Change
in Nature of Business. Engage in any line of business
substantially different from the business conducted by the Loan Parties on the Effective Date or any business substantially related
or incidental thereto.


 


7.09       Transactions
with Affiliates. Enter into, renew, extend or be a party to any transaction of any kind with any Affiliate of any Loan
Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable
to the Loan Parties or such Subsidiary as would be obtainable by the Loan Parties or such Subsidiary at the time in a
comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing
restriction shall not apply to:


 






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(a)        a
transaction between or among the Loan Parties;


 


(b)        dividends
may be paid to the extent provided in Section 7.06;


 


(c)        loans
may be made and other transactions may be entered into by the Borrower and its Subsidiaries to the extent permitted by Sections
7.02, 7.03 and 7.04;


 


(d)        customary
fees, indemnities and reimbursements may be paid to non-officer directors of the Borrower and its Subsidiaries;


 


(e)        the
Borrower and its Subsidiaries may enter into, and may make payments under, employment agreements, employee benefits plans, stock
option plans, indemnification provisions and other similar compensatory arrangements with officers, employees and directors of
the Borrower and its Subsidiaries in the ordinary course of business;


 


(f)        Subsidiaries
of the Borrower may pay management fees, licensing fees and similar fees to the Borrower or to any wholly-owned domestic Subsidiary
of the Borrower that is a Guarantor; and


 


(g)        the
Borrower may pay (x) costs, fees and expenses in connection with (i) the Transaction in an amount not to exceed $8,625,000 in the
aggregate and (ii) any Permitted Acquisition after the Effective Date, in an amount not to exceed $5,750,000 in the aggregate
for any Fiscal Year and (y) management fees to Tengram Capital Management L.P. in the ordinary course of business and consistent
with prior practices.


 


7.10       Burdensome
Agreements. Enter into or permit to exist any Contractual
Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary (other than
an Excluded Subsidiary) to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property
to or invest in a Loan Party, (ii) of any Subsidiary (other than an Excluded Subsidiary) to Guarantee the Obligations, (iii) of
any Subsidiary (other than an Excluded Subsidiary) to make or repay loans to a Loan Party, or (iv) of the Loan Parties to create,
incur, assume or suffer to exist Liens on property of such Person in favor of the Agent; provided, however, that
this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted
under clauses (c), or (d) of the definition of Permitted Indebtedness solely to the extent any such negative pledge relates to
the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such
Person if a Lien is granted to secure another obligation of such Person.








 


7.11       Use
of Proceeds. Use the proceeds of any Loan, whether directly
or indirectly, and whether immediately, incidentally or ultimately, (a) to purchase or carry margin stock (within the meaning
of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund
Indebtedness originally incurred for such purpose, or (b) for any purposes other than (i) the payment of the purchase price and
transaction costs in connection with the Effective Date Acquisition, (ii) to refinance the Indebtedness of the Borrower under
the Existing Credit Agreement, (iii) to finance Capital Expenditures of the Loan Parties, and (iv) for general corporate purposes,
in each case to the extent expressly permitted under Law and the Loan Documents.


 






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7.12       Amendment
of Material Documents; Material Licenses.


 


(a)        Amend,
modify or waive any of a Loan Party’s rights under (i) its Organization Documents in a manner materially adverse to the Credit
Parties, (ii) the First Lien Credit Agreement or any other documentation relating to the First Lien Facility that would shorten
the maturity thereof or otherwise, when taken as a whole, be materially adverse to the Credit Parties or in a manner that would
violate the First Lien Intercreditor Agreement, or (iii) any Material License which would have a material adverse impact on the
Lenders (as reasonably determined by the Agent and the Arranger), without the prior express written consent of the GSO Entities.


 


(b)        Enter
into any new Material Licenses unless such require each such licensee thereunder to pay any fees and other consideration thereunder
into a Blocked Account.


 


7.13       Fiscal
Year. Change the Fiscal Year of any Loan Party, or the
accounting policies or reporting practices of the Loan Parties, except as required by GAAP.


 


7.14       Deposit
Accounts. Open new Deposit Accounts (other than the Excluded
Account) unless the Loan Parties shall have delivered to the Agent appropriate Blocked Account Agreements as required pursuant
to Section 6.12 and otherwise satisfactory to the GSO Entities.


 


7.15       Financial
Covenants. 


 


(a)        Positive
Net Income. Permit Consolidated Positive Net Income, as calculated on a quarterly basis commencing with the Fiscal Quarter
of the Borrower ending June 30, 2014 (provided, that, for the Fiscal Quarter ending June 30, 2014, Consolidated Positive
Net Income shall be calculated without giving effect to the Effective Date Acquisition) to be equal to or less than $0.


 


(b)        Loan
to Value Ratio. Permit the Total Outstandings to be greater than 50.6% of the Realizable Orderly Liquidation Value of registered
Trademarks of the Loan Parties, as determined pursuant to the most recent appraisal conducted by or on behalf of the Agent (or
the First Lien Agent and received by the Agent) with respect to such registered Trademarks pursuant to Section 6.10(b).


 


(c)        Consolidated
Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio, as calculated on a quarterly basis commencing with the
Fiscal Quarter of the Borrower ending June 30, 2014, to exceed the ratio of 5.00 to 1.00.


 






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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES








 


8.01       Events
of Default. Any of the following shall constitute an Event
of Default:


 


(a)        Non-Payment.
The Borrower or any other Loan Party fails to pay (i) when and as required to be paid, any amount of principal of any Loan, or
(ii) within three (3) Business Days of any due date therefor, interest on any Loan, any fee due hereunder, or any other amount
payable hereunder or under any other Loan Document; or


 


(b)        Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of (i) Sections 6.03(a),
6.05(a), 6.06(b)(i)(A), 6.07, 6.17, 6.18 or Article VII, or (ii) Sections 6.01,
6.02, or 6.03 (other than 6.03(a)) and such failure continues for 10 days, (iii) Section 6.06(b)(i)(B)
and (ii) – (iv) and such failure continues for 10 days or (iv) Sections 6.11 or 6.13 and such failure continues
for 15 days; or


 


(c)        Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b)
above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or


 


(d)        Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any
Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect
or misleading in any material respect when made or deemed made; or


 


(e)        Cross-Default.
Any Loan Party (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand,
or otherwise) in respect of any Material Indebtedness, or (B) fails to observe or perform any other agreement or condition relating
to any such Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any
other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material
Indebtedness or the beneficiary or beneficiaries of any Guarantee thereof (or a trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become
due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease
or redeem such Indebtedness to be made, prior to its stated maturity or such Guarantee to become payable or cash collateral in
respect thereof to be demanded; or


 


(f)        Insolvency
Proceedings, Etc. Any Loan Party institutes or consents to the institution of any proceeding under any Debtor Relief Law, or
makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or a proceeding
shall be commenced or a petition filed, without the application or consent of such Person, seeking or requesting the appointment
of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed and the appointment
continues undischarged, undismissed or unstayed for 45 calendar days or an order or decree approving or ordering any of the foregoing
shall be entered; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its
property is instituted without the consent of such Person and continues undismissed or unstayed for 45 calendar days, or an order
for relief is entered in any such proceeding; or


 




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(g)        Inability
to Pay Debts; Attachment. (i) Any Loan Party becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due in the ordinary course of business, or (ii) any writ or warrant of attachment or execution or similar
process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or
fully bonded within 30 days after its issuance or levy; or


 


(h)        Judgments.
There is entered against any Loan Party (i) one or more judgments or orders for the payment of money in an aggregate amount (as
to all such judgments and orders) exceeding $11,500,000 (to the extent not covered by independent third-party insurance as to which
the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute
coverage), or (ii) any one or more non-monetary judgments that have, or could reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such
judgment or order, or (B) there is a period of 10 consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, is not in effect; or


 


(i)        ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected
to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an
aggregate amount in excess of $5,750,000 or which would reasonably likely result in a Material Adverse Effect, or (ii) a Loan Party
or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with
respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of
$5,750,000 or which would reasonably likely result in a Material Adverse Effect; or


 


(j)        Invalidity
of Loan Documents. (i) Any material provision of any Loan Document, at any time after its execution and delivery and for any
reason, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability
of any material provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under
any material provision of any Loan Document, or purports to revoke, terminate or rescind any material provision of any Loan Document
or seeks to avoid, limit or otherwise adversely affect any Lien purported to be created under any Security Document; or (ii) any
Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party or any other
Person not to be, a valid and perfected Lien on any Material Intellectual Property, Material License or any other material portion
of the Collateral, with the priority required by the applicable Security Document, except to the extent that any lack of perfection
or enforceability results from any act or omission of the Agent (so long as such act or omission does not result from the breach
or non-compliance by a Loan Party with the terms of any Loan Document); or


 


(k)        Change
of Control. There occurs any Change of Control; or


 




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(l)        Cessation
of Business. Except as otherwise expressly permitted hereunder and subject to any applicable cure period in connection with
a breach of any applicable covenant with respect to the same, the Loan Parties, taken as a whole, shall take any action to suspend
the operation of their business in the ordinary course or liquidate all or a material portion of their assets or business; or


 


(m)        Breach
of Contractual Obligation. Any default or event of default occurs under a Material License which gives rise to a right of a
party to such Material License to cease payment to, or excuses payment to, the Borrower thereunder, or the termination of any Material
License unless either (i) the Borrower reasonably demonstrates to the Agent and the Arranger, based on good faith and reasonable
forecasts, that the Borrower will remain in pro forma compliance with the provisions of Section 7.15 for a period of twelve
months after the occurrence of such default or termination, or (ii) the Borrower is disputing such default in good faith based
on reasonable grounds (as determined by the Agent and the Arranger in their reasonable discretion), or (iii) the Borrower enters
into a substitute Material License and the Borrower reasonably demonstrates to the Agent and the Arranger, based on good faith
and reasonable forecasts, that, after giving effect to such substitute Material License, the Borrower will remain in pro forma
compliance with the provisions of Section 7.15 for a period of twelve months after the occurrence of such default or termination;
or


 


(n)        Indictment.
Any director or senior officer of any Loan Party is (i) criminally indicted or convicted of a felony for fraud or dishonesty in
connection with the Loan Parties’ business, unless such director or senior officer promptly resigns or is removed or replaced
or (ii) charged by a Governmental Authority under any Law that would reasonably be expected to lead to forfeiture of any material
portion of Collateral; or


 


(o)        Insolvency
of Licensee. Any proceeding described in clause (f) above, whether voluntary or involuntary, shall commence with respect to
any licensee under a Material License and shall continue for a period of 45 days, unless (i) the applicable licensee shall “assume”
the applicable Material License under applicable bankruptcy law, or (ii) either (A) the Borrower otherwise reasonably demonstrates
to the Agent and the Arranger, based on good faith and reasonable forecasts, that the Borrower will remain in pro forma compliance
with the provisions of Section 7.15 for a period of twelve months after the commencement of such proceeding or (B) the Borrower
enters into a substitute Material License and the Borrower reasonably demonstrates to the Agent and the Arranger, based on good
faith and reasonable forecasts, that, after giving effect to such substitute Material License, the Borrower will remain in pro
forma compliance with the provisions of Section 7.15 for a period of twelve months after the occurrence of such default
or termination; or


 


(p)        Subordination.
(i) The lien subordination provisions of the documents evidencing or governing the First Lien Facility (the “Subordination
Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable
against any holder of the First Lien Facility; or (ii) any Borrower or any other Loan Party shall, directly or indirectly, disavow
or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions, (B) that the
Subordination Provisions exist for the benefit of the Credit Parties, or (C) that all payments of principal of or premium and interest
on the First Lien Facility, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the
Subordination Provisions


 




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8.02       Remedies
Upon Event of Default. If any Event of Default occurs
and is continuing, the Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions:


 


(a)        [Reserved];


 


(b)        declare
the unpaid principal amount of the Loan, all interest accrued and unpaid thereon, and all other Obligations to be immediately due
and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the
Loan Parties; and


 


(c)        whether
or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all
rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or Law, including, but not limited
to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement
contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and,
if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or
equitable right of the Credit Parties;


 


provided, however, that upon the occurrence of
any Default or Event of Default with respect to any Loan Party under Section 8.01(f), the unpaid principal amount of the
Loan, all interest accrued thereon and all other Obligations shall automatically become due and payable without further act of
the Agent or any Lender.


 


No remedy herein is intended to be exclusive of any other remedy
and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute or any other provision of Law.


 


8.03       Application
of Funds. After the exercise of remedies provided for
in Section 8.02 (or after the Obligations have automatically become immediately due and payable as set forth in the proviso
to Section 8.02), any amounts received on account of the Obligations shall be applied by the Agent in the following order:


 


First, to payment of that portion of the Obligations
(excluding the Other Liabilities) constituting fees, indemnities, Credit Party Expenses and other amounts (including fees, charges
and disbursements of counsel to the Agent and the Arranger and amounts payable under Article III) payable to the Agent;


 


Second, to payment of that portion of the Obligations
(excluding the Other Liabilities) constituting indemnities (including indemnities due under Section 10.04 hereof), Credit
Party Expenses, and other amounts (other than principal, interest and fees) payable to the Lenders (including Credit Party Expenses
to the respective Lenders and amounts payable under Article III), ratably among them in proportion to the amounts described
in this clause Second payable to them;


 




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Third, to payment of that portion of the Obligations
constituting accrued and unpaid interest on the Loan, and fees (excluding any Early Termination Fee then owing), ratably among
the Lenders in proportion to the respective amounts described in this clause Third payable to them;


 


Fourth, to payment of that portion of the Obligations
constituting unpaid principal of the Loan, ratably among the Lenders in proportion to the respective amounts described in this
clause Fourth held by them;


 


Fifth, to payment of all other Obligations
(including without limitation the cash collateralization of unliquidated indemnification obligations and the payment of any Early
Termination Fee then owing, but excluding any Other Liabilities), ratably among the Credit Parties in proportion to the respective
amounts described in this clause Fifth held by them;


 


Sixth, to payment of that portion of the Obligations
arising from Cash Management Services, ratably among the Credit Parties in proportion to the respective amounts described in this
clause Sixth held by them;


 


Seventh, to payment of all other Obligations
arising from Bank Products, ratably among the Credit Parties in proportion to the respective amounts described in this clause Seventh
held by them; and


 


Last, the balance, if any, after all of the
Obligations have been indefeasibly paid in full, to the Loan Parties or as otherwise required by Law.


 


Excluded Swap Obligations with respect to any Loan
Party shall not be paid with amounts received from such Loan Party, but appropriate adjustments shall be made with respect to payments
from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.


 


8.04       Right
to Cure.


 


(a)        Notwithstanding
anything to the contrary contained in Section 8.01, in the event of any Event of Default under the financial covenant set
forth in Section 7.15(b) and until the expiration of the fifteenth (15th) calendar day thereafter (such date,
the “Cure Expiration Date”), the Borrower may designate any portion of the Net Proceeds of any issuance of common Equity
Interests of the Borrower or any cash capital contribution to the common equity of the Borrower, or any cash on hand of the Borrower,
as a prepayment of the Loan in an amount equal to the amount by which the outstanding principal amount of the Loan exceed fifty
(50%) percent of the Realizable Orderly Liquidation Value of registered Trademarks of the Loan Parties, as determined pursuant
to the most recent appraisal conducted by or on behalf of the Agent (or the First Lien Agent and received by the Agent) with respect
to such registered Trademarks pursuant to Section 6.10(b).


 




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(b)        If,
after giving effect to the foregoing prepayment of the Loan, the Borrower shall then be in compliance with the requirements of
Section 7.15(b), the Borrower shall be deemed to have satisfied the requirements of Section 7.15(b) as of the relevant
date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable
existing breach or default of Section 7.15(b) shall be deemed cured for this purpose of the Agreement.


 


ARTICLE IX

THE AGENT


 


9.01       Appointment
and Authority. Each of the Lenders (in its capacity as
a Lender) hereby irrevocably appoints Wilmington to act on its behalf as the administrative agent and collateral agent hereunder
and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as
are delegated to the Agent by the terms hereof or thereof (including, without limitation, acquiring, holding and enforcing any
and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations), together with such actions and
powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the other
Credit Parties, and no Loan Party or any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions.
It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar
term) with reference to the 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 contracting parties.


 


9.02       Rights
as a Lender. The Person serving as the 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 Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless
the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and
its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and
generally engage in any kind of business with the Loan Parties or any Subsidiary or other Affiliate thereof as if such Person
were not the Agent hereunder and without any duty to account therefor to the Lenders.


 


9.03       Exculpatory
Provisions. The Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the
Agent:


 


(a)        shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is
continuing;


 


(b)        shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the
Applicable Lenders, provided that the Agent shall not be required to take any action that, in its opinion or the opinion
of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or Law; and


 




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


 


The Agent shall not be liable for any action taken or not taken
by it (i) with the Consent or at the request of the Applicable Lenders (as the Agent shall believe in good faith shall be necessary
under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence
or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction.


 


The Agent shall not be deemed to have knowledge of any Default
or Event of Default unless and until a written notice describing such Default or Event of Default is given to the Agent by the
Loan Parties or a Lender. In the event that the Agent obtains such actual knowledge or receives such a notice, the Agent shall
give prompt notice thereof to each of the other Credit Parties. Upon the occurrence of a Default or an Event of Default, the Agent
shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Applicable Lenders.
Unless and until the Agent shall have received such direction, the Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to any such Default or Event of Default as it shall deem advisable in the best
interest of the Credit Parties. In no event shall the Agent be required to comply with any such directions to the extent that the
Agent believes that its compliance with such directions would be unlawful.


 


The 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 this Agreement or any other Loan Document,
(ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein
or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement,
any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported
to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.


 


9.04       Reliance
by Agent. The 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 (including, but not limited to, any
electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or
by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying
thereon. The Agent may consult with legal counsel (who may be counsel for any Loan Party), 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.


 






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


 


9.06       Resignation
or Replacement of Agent.   The Agent may at any time
give written notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required
Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office
in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice
of its resignation, then the retiring Agent may on behalf of the Lenders appoint a successor Agent meeting the qualifications
set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted
such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case
of any Collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue
to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications
and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until
such time as the Required Lenders appoint a successor Agent as provided for above in this Section.


 


(b)        The
Required Lenders may at any time given written notice to the Agent and the Borrower or their election to replace the Agent with
a successor agent. The Required Lenders shall with the consultation of the Borrower appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an office in the United States.


 


(c)        Upon
the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from
all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided
above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under
the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit
of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken
by any of them while the retiring Agent was acting as Agent hereunder.


 




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9.07       Non-Reliance
on Agent and Other Lenders. Each Lender acknowledges that
it has, independently and without reliance upon the Agent or any other Lender or any of their 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.
Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender or any of their
Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder. Except as provided in Section 9.11, the Agent shall not have any duty
or responsibility to provide any Credit Party with any other credit or other information concerning the affairs, financial condition
or business of any Loan Party that may come into the possession of the Agent.


 


9.08       Agent
May File Proofs of Claim. In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Agent (irrespective of
whether the principal of the Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Agent shall have made any demand on the Loan Parties) shall be entitled and empowered, by intervention in such
proceeding or otherwise:


 


(a)        to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loan and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims
of the Lenders, the Agent and the other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the Agent, such Credit Parties and their respective agents and counsel and all other amounts due the
Lenders, the Agent and such Credit Parties under Sections 2.06 and 10.04) allowed in such judicial proceeding; and


 


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


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments
to the Agent and to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the
Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.06 and 10.04.


 


Nothing contained herein shall be deemed to authorize the Agent
to authorize or consent to or accept or adopt on behalf of any Credit Party any plan of reorganization, arrangement, adjustment
or composition affecting the Obligations or the rights of any Credit Party or to authorize the Agent to vote in respect of the
claim of any Credit Party in any such proceeding.


 




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9.09       Collateral
and Guaranty Matters. The Credit Parties irrevocably authorize
the Agent, at its option and in its discretion,


 


(a)        to
release any Lien on any property granted to or held by the Agent under any Loan Document (i) upon termination of the Aggregate
Commitments and payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been
asserted), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan
Document, or (iii) if approved, authorized or ratified in writing by the Applicable Lenders in accordance with Section 10.01;


 


(b)        to
subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such
property that is permitted by clause (h) of the definition of Permitted Encumbrances; and


 


(c)        to
release any Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Subsidiary as a result of
a transaction permitted hereunder.


 


Upon request by the Agent at any time, the Applicable Lenders
will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of property,
or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 9.09. In each case
as specified in this Section 9.09, the Agent will, at the Loan Parties’ expense, execute and deliver to the applicable
Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the
assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release
such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents
and this Section 9.09.


 


9.10       Notice
of Transfer.The Agent may deem and treat a Lender party
to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes, unless and until, and except
to the extent, an Assignment and Acceptance shall have become effective as set forth in Section 10.06.


 


9.11       Reports
and Financial Statements.


 


By signing this Agreement, each Lender:


 


(a)        agrees
to furnish the Agent at such frequency as the Agent may reasonably request) with a summary of all Other Liabilities due or to become
due to such Lender. In connection with any distributions to be made hereunder, the Agent shall be entitled to assume that no amounts
are due to any Lender on account of Other Liabilities unless the Agent has received written notice thereof from such Lender and
if such notice is received, the Agent shall be entitled to assume that the only amounts due to such Lender on account of Other
Liabilities is the amount set forth in such notice;


 


(b)        is
deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available,
copies of all financial statements required to be delivered by the Borrower hereunder;


 




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(c)        is
deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available,
copies of all appraisals of the Collateral received by the Agent (collectively, the “Reports”);


 


(d)        expressly
agrees and acknowledges that the Agent makes no representation or warranty as to the accuracy of the financial statements or Reports,
and shall not be liable for any information contained in any financial statement or Report;


 


(e)        expressly
agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agent or any other party performing
any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the
Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel;


 


(f)        agrees
to keep all financial statements and Reports confidential in accordance with the provisions of Section 10.07 hereof; and


 


(g)        without
limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agent and any
such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender
may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to
the Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, the Loan; and
(ii) to pay and protect, and indemnify, defend, and hold the Agent and any such other Lender preparing a Report harmless from and
against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the
Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or
part of any Report through the indemnifying Lender.


 


9.12       Agency
for Perfection. Each Credit Party hereby appoints each
other Credit Party as agent for the purpose of perfecting Liens for the benefit of the Credit Parties, in assets which, in accordance
with Article 9 of the UCC or any other Law of the United States can be perfected only by possession or control. Should any Credit
Party (other than the Agent) obtain possession or control of any such Collateral, such Credit Party shall notify the Agent thereof,
and, promptly upon the Agent’s request therefor shall deliver such Collateral to the Agent or otherwise deal with such Collateral
in accordance with the Agent’s instructions.


 


9.13       Indemnification
of Agent. Without limiting the obligations of Loan Parties hereunder, to the extent that the Loan Parties for any reason
fails to indefeasibly pay any amount required under Section 10.04 to be paid by them to the Agent (or any sub-agent
thereof), the Lenders shall indemnify the Agent, any sub-agent thereof and any Related Party, as the case may be ratably
according to their Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred
by, or asserted against the Agent, any sub-agent thereof and their Related Parties in any way relating to or arising out of
this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, any sub-agent thereof and
their Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Agent’s, any sub-agent’s and their Related Parties’ gross negligence or willful misconduct as
determined by a final and nonappealable judgment of a court of competent jurisdiction.


 






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9.14       Relation
among Lenders. 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 Agent) authorized
to act for, any other Lender.


 


ARTICLE X

MISCELLANEOUS


 


10.01     Amendments,
Etc.


 


(a)        No
amendment or waiver of any provision of this Agreement or any other Loan Document, and no Consent to any departure by any Loan
Party therefrom, shall be effective unless in writing signed by the Agent, with the Consent of the Required Lenders, and the Borrower
or the applicable Loan Party, as the case may be, and each such waiver or Consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:


 


(i)        [Reserved];


 


(ii)       as
to any Lender, postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment (including the Maturity
Date) or mandatory prepayment of principal, interest, fees or other amounts due hereunder or under any of the other Loan Documents
without the written Consent of such Lender,


 


(iii)        as
to any Lender, reduce the principal of, or the rate of interest specified herein on, any Loan held by such Lender, or (subject
to clause (ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other
Loan Document to or for the account of such Lender, without the written Consent of such Lender; provided, however,
that only the Consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive
any obligation of the Borrower to pay interest at the Default Rate;


 


(iv)        as
to any Lender, change Section 2.10 or Section 8.03 in a manner that would alter the pro rata sharing of payments
required thereby without the written Consent of such Lender;


 


(v)       change
any provision of this Section or the definition of “Required Lenders”, or any other provision hereof specifying the
number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or
grant any consent hereunder, without the written Consent of each Lender;


 




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(vi)        except
as expressly permitted hereunder or under any other Loan Document, release, or limit the liability of, any Loan Party without the
written Consent of each Lender;


 


(vii)       except
for Permitted Dispositions or as provided in Section 9.09, release all or substantially all of the Collateral from the Liens
of the Security Documents without the written Consent of each Lender;


 


(viii)      [Reserved];
and


 


(ix)       except
as expressly permitted herein or in any other Loan Document, subordinate the Obligations hereunder or the Liens granted hereunder
or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be without the written Consent of each Lender;


 


and, provided further, that (i) no amendment,
waiver or Consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights
or duties of any Agent under this Agreement or any other Loan Document; and (ii) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.


 


(b)        Notwithstanding
anything to the contrary in this Agreement or any other Loan Document, (x) no provider or holder of any Bank Products or Cash Management
Services shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider
or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder
be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the
other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or any Loan Party, and
(y) any Loan Document may be amended and waived with the consent of the Agent and the Arranger at the request of the Borrower without
the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local
Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause any Loan Document to be consistent
with this Agreement and the other Loan Documents.


 


(c)        If
any Lender does not Consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or release
with respect to any Loan Document that requires the Consent of each Lender and that has been approved by the Required Lenders,
the Borrower may replace such Non-Consenting Lender in accordance with Section 10.13; provided that such amendment,
waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other
such assignments required by the Borrower to be made pursuant to this paragraph).


 




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(d)        Notwithstanding
any provision herein to the contrary, this Agreement may be amended with the written consent of the Required Lenders, the Agent
and the Borrower (i) to add one or more additional term loan facilities to this Agreement, and to permit the extensions of credit
and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or
on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with
the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection
with the foregoing, to permit, as deemed appropriate by the Agent and approved by the Lenders, the Lenders providing such additional
credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other
number, percentage or class of Lenders hereunder.


 


10.02     Notices;
Effectiveness; Electronic Communications. 


 


(a)        Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (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 telecopier as follows, and all
notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:


 


(i)        if
to the Loan Parties, the Agent or the GSO Entities, to the address, telecopier number, electronic mail address or telephone number
specified for such Person on Schedule 10.02; and


 


(ii)       if
to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in writing to the
Borrower and the Agent.


 


Notices and other communications sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications
sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and
other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective
as provided in such subsection (b).


 


(b)        Electronic
Communications. Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agent. The Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it, provided that approval of such procedures may be limited to particular notices or communications.


 




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Unless the Agent otherwise prescribes, (i) notices and other
communications 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), and (ii) notices or communications 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),
if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email
or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.


 


(c)        Change
of Address, Etc. Each of the Loan Parties and the Agent may change its address, telecopier or telephone number for notices
and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier
or telephone number for notices and other communications hereunder by notice to the Borrower and the Agent. In addition, each Lender
agrees to notify the Agent from time to time to ensure that the Agent has on record (i) an effective address, contact name, telephone
number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire
instructions for such Lender.


 


(d)        Reliance
by Agent and Lenders. The Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or
on behalf of the Loan Parties even if (i) such notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied
from any confirmation thereof. The Loan Parties shall indemnify the Agent, each Lender and the Related Parties of each of them
from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by
or on behalf of the Loan Parties. All telephonic notices to and other telephonic communications with the Agent may be recorded
by the Agent, and each of the parties hereto hereby consents to such recording.


 


10.03     No
Waiver; Cumulative Remedies. No failure by any Credit
Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any
other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges provided herein and in the other Loan Documents are cumulative and not exclusive of
any rights, remedies, powers and privileges provided by Law. Without limiting the generality of the foregoing, the making of the
Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Credit Party may have had
notice or knowledge of such Default or Event of Default at the time.


 


Notwithstanding anything to the contrary contained herein or
in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the
Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at Law in connection with such enforcement
shall be instituted and maintained exclusively by, the Agent in accordance with Section 8.02 for the benefit of all the
Lenders; provided, however, that the foregoing shall not prohibit (a) the Agent from exercising on its own behalf
the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Loan Documents
or (b) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.10);
and provided, further, that if at any time there is no Person acting as Agent hereunder and under the other Loan
Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Agent pursuant to Section 8.02
and (ii) in addition to the matters set forth in clause (b) of the preceding proviso and subject to Section 2.10,
any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by
the Required Lenders.


 




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10.04     Expenses;
Indemnity; Damage Waiver. 


 


(a)        Costs
and Expenses. The Borrower shall pay all Credit Party Expenses.


 


(b)        Indemnification
by the Loan Parties. The Loan Parties shall indemnify the Agent (and any sub-agent thereof), each other Credit Party, and each
Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities, settlement
payments, costs, and related expenses (including the reasonable fees, charges and disbursements of any one counsel for the Indemnitees
(and in the event of an actual conflict of interest, one additional counsel for such affected parties) and one additional counsel
in each other applicable jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by
any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties
hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby,
or the administration of this Agreement and the other Loan Documents, (ii) any Loan or the use or proposed use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated
by any Loan Party, or any Environmental Liability related in any way to any Loan Party, (iv) any claims of, or amounts paid by
any Credit Party to, a Blocked Account Bank or other Person which has entered into a control agreement with any Credit Party hereunder,
or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based
on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party or any of the
Loan Parties’ directors, shareholders or creditors, 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, liabilities
or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted
from the bad faith, gross negligence or willful misconduct of, or material breach of the obligations under this Agreement of, such
Indemnitee, or (y) are due to disputes between and among Indemnitees (other than disputes involving any act or omission of the
Borrower or any of its Affiliates (other than the claims of the Agent)). Without limiting the provisions of Section 3.01(c),
this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages,
etc. arising from any non-Tax claim.


 





(c)        Waiver
of Consequential Damages, Etc. To the fullest extent permitted by Law, the Loan Parties shall not assert, and hereby waive,
any claim against any Indemnitee, 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, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds
thereof.


 






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(d)        Payments.
All amounts due under this Section shall be payable on demand therefor.


 


(e)        Limitation
of Liability. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information
or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee
as determined by a final and nonappealable judgment of a court of competent jurisdiction.


 


(f)        Survival.
The agreements in this Section shall survive the resignation or removal of the Agent, the assignment of any portion of the Loan
by any Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge
of all the other Obligations.


 


10.05     Payments
Set Aside. To the extent that any payment by or on behalf
of the Loan Parties is made to any Credit Party, or any Credit Party exercises its right of setoff, and such payment or the proceeds
of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by such Credit Party in its discretion) to be repaid to a trustee, receiver
or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such
recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and
effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the
Agent upon demand its Applicable Percentage (without duplication) of any amount so recovered from or repaid by the Agent, plus
interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.


 


10.06     Successors
and Assigns.


 


(a)        Successors
and Assigns Generally. 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, except that no Loan Party may assign or otherwise transfer any of
its rights or obligations hereunder or under any other Loan Document without the prior written Consent of the Agent and each Lender
and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in
accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of subsection
Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section
10.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). 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, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Credit Parties) any legal or equitable right, remedy or claim under or
by reason of this Agreement.


 




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(b)        Assignments
by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement, or its portion of the Loan, as applicable, at the time owing to it); provided that any such assignment
shall be subject to the following conditions:


 


(i)        Minimum
Amounts.


 


(A)       in
the case of an assignment of the entire remaining amount of the assigning Lender’s Loan at the time owing to it or in the
case of an assignment to a GSO Entity, a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum
amount need be assigned; and


 


(B)       in
any case not described in subsection (b)(i)(A) of this Section, the principal outstanding balance of the Loan 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 Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date,
shall not be less than $5,000,000 unless each of the Agent and, so long as no Default or Event of Default has occurred and is continuing,
the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent
assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee
(or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining
whether such minimum amount has been met;


 


(ii)         [Reserved];


 


(iii)        Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section
and, in addition:


 


(A)       other
than with respect to any assignment to a GSO Entity, the consent of the Borrower (such consent not to be unreasonably withheld
or delayed) shall be required unless (1) a Default or Event of Default has occurred and is continuing at the time of such assignment
or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender, and shall be deemed
to have been given unless the Borrower has responded within five (5) Business Days of request therefor; and


 




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(B)       other
than with respect to any assignment to a GSO Entity, the consent of the Agent (such consent not to be unreasonably withheld or
delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender
or an Approved Fund with respect to such Lender; and


 


(iv)        Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500, provided, however, that the Agent may, in its sole discretion, elect
to waive such processing and recordation fee in the case of any assignment.


 


(v)       No
Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties or any of the Loan Parties’ Subsidiaries
or (B) to a natural Person.


 


Subject to acceptance and recording thereof by the Agent pursuant
to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible
Assignee thereunder shall be a party to this Agreement 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 3.01, 3.04, 3.05,
and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request,
the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this subsection 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 Section 10.06(d).


 


(c)        Register.
The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Agent’s Office a copy of each
Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of
the names and addresses of the Lenders and principal amounts (and stated interest) of the Loan owing to, each Lender pursuant to
the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent
manifest error, and the Loan Parties, the Agent and the Lenders may 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 Borrower and any Lender at any reasonable time and from time to time upon reasonable prior
notice.


 




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(d)        Participations.
(i) Any Lender may at any time, without the consent of, or notice to, the Loan Parties or the Agent, sell participations to any
Person (other than a natural person or the Loan Parties or any of the Loan Parties’ Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement; provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the Loan Parties, the Agent, the
Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. Any Participant shall agree in writing to comply with all confidentiality obligations set forth in Section
10.07 as if such Participant was a Lender hereunder.


 


(ii) 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, waiver or other modification
described in clauses (i) through (iii) of the first proviso to Section 10.01 that affects such Participant. Subject to subsection
(e) of this Section, the Loan Parties agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e)
(it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender))
to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the
extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were
a Lender, provided such Participant agrees to be subject to Section 2.10 as though it were a Lender.


 


(iii) Each Lender that sells a participation
shall, acting solely for this purpose as an agent of the Borrower, 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 Loan or other obligations
under the Loan Documents (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 the Loan or its other obligations under any Loan Document) to any Person except to the extent
that such disclosure is necessary to establish that such Loan or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as
Agent) shall have no responsibility for maintaining a Participant Register.


 




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(e)        Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the
Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Loan Parties,
to comply with Section 3.01(e) as though it were a Lender.


 


(f)        Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


10.07     Treatment
of Certain Information; Confidentiality. Each of the Credit
Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to GSO Entities, and each Credit Party’s Affiliates, Approved Funds, and to GSO Entities’, each Credit Party’s
and their respective Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, agents,
funding sources, attorneys, advisors and representatives (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 regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority),
(c) to the extent required by Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto,
(e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any 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
(including any electronic agreement contained in any Platform) 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 Contract relating to any Loan Party
and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to any Credit Party or any of their respective Affiliates
on a non-confidential basis from a source other than the Loan Parties.


 


For purposes of this Section, “Information” means
all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof
or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis
prior to disclosure by the Loan Parties or any Subsidiary thereof. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 




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Each of the Credit Parties acknowledges that (a) the Information
may include material non-public information concerning the Loan Parties or a Subsidiary, as the case may be, (b) it has developed
compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information
in accordance with Law, including Federal and state securities Laws.


 


10.08     Right
of Setoff. If an Event of Default shall have occurred
and be continuing or if any Lender shall have been served with a trustee process or similar attachment relating to property of
a Loan Party, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after
obtaining the prior written consent of the Agent or the Required Lenders, 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, in whatever currency) or other property
at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for
the credit or the account of the Borrower or any other Loan Party against any and all of the Obligations now or hereafter existing
under this Agreement or any other Loan Document to such Lender, regardless of the adequacy of the Collateral, and irrespective
of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations
of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from
the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and its Affiliates under
this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates
may have. Each Lender agrees to notify the Borrower and the Agent promptly after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such setoff and application.


 


10.09     Interest
Rate Limitation. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate
of non-usurious interest permitted by Law (the “Maximum Rate”). If the Agent or any Lender shall receive interest
in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loan and other Obligations
(other than Other Liabilities not then due and owing) or, if it exceeds such unpaid principal, refunded to the Borrower. In determining
whether the interest contracted for, charged, or received by the Agent or a Lender exceeds the Maximum Rate, such Person may,
to the extent permitted by Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal
or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


10.10     Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement and the other Loan Documents 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 Agent and when the Agent shall have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by
telecopy, pdf or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this
Agreement.


 






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10.11     Survival.
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations
and warranties have been or will be relied upon by the Credit Parties, regardless of any investigation made by any Credit Party
or on their behalf and notwithstanding that any Credit Party may have had notice or knowledge of any Default or Event of Default,
and shall continue in full force and effect as long as the Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.
Further, the provisions of Sections 3.01, 3.04, 3.05 and 10.04 and Article IX shall survive and remain
in full force and effect regardless of the repayment of the Obligations or the termination of this Agreement or any provision
hereof.


 


10.12     Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


10.13     Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender
is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require
such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents
required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Section
3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


(a)        the
Borrower shall have paid to the Agent the assignment fee specified in Section 10.06(b);


 


(b)        such
Lender shall have received payment of an amount equal to the outstanding principal of its Loan, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05)
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all
other amounts);


 




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(c)        in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)        such
assignment does not conflict with Laws; and


 


(e)        in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


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


 


10.14     Governing
Law; Jurisdiction; Etc. 


 


(a)        GOVERNING
LAW. This Agreement and the other Loan Documents and any claims, controversy, dispute
or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other
Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby
and thereby shall be governed by, and construed in accordance with, the law of the State of NEW yORK.


 


(b)        SUBMISSION
TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY agrees that it will
not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or
in tort or otherwise, against the Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement
or any other Loan Document or the transactions relating hereto or thereto, in any forum other than THE COURTS OF THE STATE
OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF
SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE LOAN PARTIES HERETO AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION 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.


 


(c)        WAIVER
OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY 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 LOAN 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)        SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


10.15     Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY 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 OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


10.16     No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, the Loan
Parties each acknowledge and agree that: (i) the credit facility provided for hereunder and any related arranging or other
services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any
other Loan Document) are an arm’s-length commercial transaction between the Loan Parties, on the one hand, and the
Credit Parties, on the other hand, and each of the Loan Parties is capable of evaluating and understanding and understands
and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents
(including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to
such transaction, each Credit Party is and has been acting solely as a principal and is not the financial advisor, agent or
fiduciary, for the Loan Parties or any of their respective Affiliates, stockholders, creditors or employees or any other
Person; (iii) none of the Credit Parties has assumed or will assume an advisory, agency or fiduciary responsibility in favor
of the Loan Parties with respect to any of the transactions contemplated hereby or the process leading thereto, including
with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any
of the Credit Parties has advised or is currently advising any Loan Party or any of its Affiliates on other matters) and none
of the Credit Parties has any obligation to any Loan Party or any of its Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Credit
Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ
from those of the Loan Parties and their respective Affiliates, and none of the Credit Parties has any obligation to disclose
any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Credit Parties have not
provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions
contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of
the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate. Each of the Loan Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it
may have against each of the Credit Parties with respect to any breach or alleged breach of agency or fiduciary duty.


 






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10.17     USA
PATRIOT Act Notice. Each Lender that is subject to the
Act (as hereinafter defined) and the Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and
address of each Loan Party and other information that will allow such Lender or the Agent, as applicable, to identify each Loan
Party in accordance with the Act. Each Loan Party is in compliance, in all material respects, with the Patriot Act. No part of
the proceeds of the Loan will be used by the Loan Parties, directly or indirectly, for any payments to any governmental official
or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign
Corrupt Practices Act of 1977, as amended. The Loan Parties shall, promptly following a request by the Agent or any Lender, provide
all documentation and other information that the Agent or such Lender requests in order to comply with its ongoing obligations
under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.


 


10.18     Foreign
Asset Control Regulations. Neither of the advance of the
Loan nor the use of the proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended)
(the “Trading With the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling
legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a)
Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (b) the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore,
none of the Loan Parties or their Affiliates (a) is or will become a “blocked person” as described in the Executive
Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings
or transactions, or be otherwise associated, with any such “blocked person” or in any manner violative of any such
order.


 


10.19     Time
of the Essence. Time is of the essence of the Loan Documents.


 


10.20     Press
Releases.


 




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(a)        Each
Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or
other public disclosure using the name of the Agent, the Arranger or their respective Affiliates or referring to this Agreement
or the other Loan Documents without at least two (2) Business Days’ prior notice to the Agent and the Arranger and without
the prior written consent of the Agent and the Arranger unless (and only to the extent that) such Credit Party or Affiliate is
required to do so under Law and then, in any event, such Credit Party or Affiliate will consult with the Agent and the Arranger
before issuing such press release or other public disclosure.


 


(b)        Each
Loan Party consents to the publication by the Agent or any Lender relating to the financing transactions on the Agent or such Lender’s
internet site or in its marketing materials, press releases or published “tombstone” announcements or any announcements
on any other print or electronic medium, and each such publication may include the aggregate amount of the investment, such Lender’s
allocated investment amount, the pricing terms of the financing transaction, the identity of the Loan Parties, product photographs,
logos or trademarks owned by the Loan Parties. The Agent or such Lender shall provide a draft reasonably in advance of any advertising
material to the Borrower prior to the publication thereof; provided, however, that the Agent and any Lender shall not be required
to provide the Borrower with an advance draft of any publication or materials where the information being published in such publication
or materials may be disclosed publicly or is required to be disclosed by such party in accordance with applicable Laws or regulations.
The Agent and the Arranger reserve the right to provide to industry trade organizations information necessary and customary for
inclusion in league table measurements, including, without limitation, the facility size and pricing terms.


 


10.21     Additional
Waivers.


 


(a)        The
Obligations are the joint and several obligation of each Loan Party. To the fullest extent permitted by Law, the obligations of
each Loan Party shall not be affected by (i) the failure of any Credit Party to assert any claim or demand or to enforce or
exercise any right or remedy against any other Loan Party under the provisions of this Agreement, any other Loan Document or otherwise,
(ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement
or any other Loan Document, (iii) the failure to perfect any security interest in, or the release of, any of the Collateral
or other security held by or on behalf of the Agent or any other Credit Party, or (iv) any default, failure or delay, willful or
otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to
any extent vary the risk of any Loan Party or that would otherwise operate as a discharge of any Loan Party as a matter of law
or equity (other than the indefeasible payment in full in cash of all the Obligations). The obligations of each Loan Party shall
not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full
in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations,
and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of any of the Obligations or otherwise.


 




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


 


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


 


(d)        Without
limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party
hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly
under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.


 




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10.22     No
Strict Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.


 


10.23     Attachments.
The exhibits, schedules and annexes attached to this Agreement are incorporated herein and shall be considered a part of this
Agreement for the purposes stated herein, except that in the event of any conflict between any of the provisions of such exhibits
and the provisions of this Agreement, the provisions of this Agreement shall prevail.


 


10.24     Electronic
Execution of Assignments and Certain Other Documents.
The words “execute,” “execution,” “signed,” “signature,” and words of like import
in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed
to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms
approved by the Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature 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.


 


10.25     Keepwell.
Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a security interest under the Loan
Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and
severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan
Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its
obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such
liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under
the Guaranty voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).
The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.25 shall remain in full force and
effect until the Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 10.25
to constitute, and this Section 10.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell,
support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.


 





10.26     California
Judicial Reference. If any action or proceeding is filed
in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by
this Agreement or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to
California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine
all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided
that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined
in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (b) without limiting the
generality of Section 10.04, the Borrower shall be solely responsible to pay all fees and expenses of any referee appointed
in such action or proceeding.


 






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10.27     First
Lien Intercreditor Agreement. Notwithstanding anything
herein to the contrary, the security interest granted to the Agent, for the benefit of the Credit Parties, pursuant to the Security
Documents and the exercise of any right or remedy by the Agent hereunder and thereunder are subject to the provisions of the First
Lien Intercreditor Agreement. In the event of any conflict between the terms of the First Lien Intercreditor Agreement and this
Loan Agreement, the terms of the First Lien Intercreditor Agreement shall govern and control. Except as specified herein, nothing
contained in the First Lien Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement, which,
as among the Loan Parties and the Agent, shall remain in full force and effect.


 




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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 date first above written.


 


	 	BORROWER:
	 	 
	 	SEQUENTIAL BRANDS GROUP, INC.
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name:	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer
	 	 	 
	 	GUARANTORS:
	 	 
	 	Sequential Licensing, Inc.
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer
	 	 	 
	 	BELLA ROSE, LLC
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer
	 	 	 
	 	WILLIAM RAST SOURCING, LLC
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer


  





	 	WILLIAM RAST LICENSING, LLC
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer
	 	 	 
	 	HEELYS, INC.
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer


 


 


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	 	HEELING MANAGEMENT CORP.
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer




  


	 	HEELING HOLDING CORPORATION
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	 Chief Financial Officer
	 	 	 
	 	HEELING SPORTS LIMITED
	 	 	 
	 	By:	Healing Management Corp., as the General Partner
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	 Chief Financial Officer
	 	 	 
	 	By:	Heeling Holding Corporation, as the Limited Partner
	 	 	 
	 	By:	/s/ Gary Klein
	 	 	 
	 	Name:	Gary Klein
	 	 	 
	 	Title:	 Chief Financial Officer
	 	 	 
	 	B®AND MATTER, LLC
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer
	 	 	 
	 	SBG Revo Holdings, LLC
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer



 



  


Second Lien
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	 	SBG FM, LLC
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer
	 	 	 
	 	SBG UNIVERSE BRANDS, LLC
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer




  


	 	Galaxy Brands LLC
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer
	 	 	 
	 	The Basketball Marketing Company, Inc. 
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer
	 	 	 
	 	American Sporting Goods Corporation
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer
	 	 	 
	 	LNT Brands LLC
	 	 	 
	 	By: 	/s/ Gary Klein
	 	 	 
	 	Name: 	Gary Klein
	 	 	 
	 	Title:	Chief Financial Officer



 


 


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	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Agent
	 	 	 
	 	By: 	/s/ Megan H. McCauley
	 	 	 
	 	Name: 	Megan H. McCauley




	 	 	 
	 	Title:	Assistant Vice President







 


 


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	 	LOCUST STREET FUNDING LLC
	 	By: 	FS Investment Corporation, as Sole Member
	 	By:	GSO/Blackstone Debt Funds Management LLC,
	 	 	as Sub-Adviser
	 	 	 
	 	By:	/s/ Marisa Beeney
	 	Name:	Marisa Beeney
	 	Title:	Authorized Signatory
	 	 	 
	 	LEHIGH RIVER LLC
	 	By:	FS Investment Corporation II, as Sole Member
	 	By:	GSO/Blackstone Debt Funds Management LLC,
	 	 	as Sub-Adviser
	 	 	 
	 	By:	/s/ Marisa Beeney
	 	Name:	Marisa Beeney
	 	Title:	Authorized Signatory
	 	 	 
	 	DARBY CREEK LLC
	 	By:	FS Investment Corporation II, as Sole Member
	 	By:	GSO/Blackstone Debt Funds Management LLC,
	 	 	as Sub-Adviser
	 	 	 
	 	By:	/s/ Marisa Beeney
	 	Name:	Marisa Beeney
	 	Title:	Authorized Signatory
	 	 	 
	 	FS INVESTMENT CORPORATION III
	 	By:	GSO/Blackstone Debt Funds Management LLC,
	 	 	as Sub-Adviser
	 	 	 
	 	By:	/s/ Marisa Beeney
	 	Name:	Marisa Beeney
	 	Title:	Authorized Signatory
	 	 	 
	 	FS INVESTMENT CORPORATION II
	 	By:	GSO/Blackstone Debt Funds Management LLC,
	 	 	as Sub-Adviser
	 	 	 
	 	By:	/s/ Marisa Beeney
	 	Name:	Marisa Beeney
	 	Title:	Authorized Signatory



 


 


Second Lien Credit Agreement